RNS Number : 6069S
03 October 2017
NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE.
("Earthport" or the "Company")
Proposed placing to raise not less than GBP25 million
Earthport announces that it intends to raise not less than GBP25 million (before expenses) by way of a conditional placing of Ordinary Shares at a minimum price of 20 pence per Ordinary Share (the "Placing Price").
-- Placing to raise gross proceeds of not less than GBP25 million at a minimum price of 20 pence per Ordinary Share
-- The net proceeds of the placing will be primarily used to drive additional growth through:
o expanding its market presence and establish a presence in new geographical territories
o further product development and innovation to leverage existing commercial opportunities with existing and new clients
o investment in the Company's operational platform to ensure scalability and deliver efficiency gains
-- The issue of the Placing Shares is conditional upon, amongst other things, the passing of Resolution 1 at the General Meeting to be held on 23 October 2017 and the admission of the Placing Shares to trading on AIM
-- The Placing is being conducted through an accelerated bookbuild process (the "Bookbuild") which will be launched immediately following this announcement and will be subject to the terms and conditions set out in the Appendix (this announcement, together with the Appendix, the "Announcement")
N+1 Singer Advisory LLP ("N+1 Singer") and Shore Capital Stockbrokers Limited ("Shore Capital") have been appointed as joint bookrunners (together the "Joint Bookrunners") in respect of the Placing. N+1 Singer is acting as nominated adviser to the Company.
The Placing is conditional upon the passing of Resolution 1 to be held at a General Meeting of the Company. A circular is expected to be posted on 5 October 2017 (the "Circular") notifying shareholders of a general meeting for the purpose of considering the relevant resolutions at Bird & Bird LLP, 12 New Fetter Lane, London EC4A 1JP expected to be convened at 10.00 a.m. on 23 October 2017.
This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS 2017
Publication of notice of General Meeting to Shareholders 5 October
Latest time and date for receipt of Form of Proxy 10.00 a.m. on 19 October
General Meeting 10.00 a.m. on 23 October
Admission and dealings in the Placing Shares expected to commence on AIM 8.00 a.m. on 24 October
Where applicable, expected date for CREST accounts to be credited in respect of Placing 8.00 a.m. on 24 October
in uncertificated form
Where applicable, expected date for despatch of definitive share certificates for Placing on or around 13 November
Shares in certificated form
Note: Each of the above dates is subject to change at the absolute discretion of the Company
Hank Uberoi, Chief Executive
Simon Adamiyatt, Chief Financial +44 20 7220
N+1 Singer (Nominated Adviser
and Joint Broker)
Mark Taylor / Michael Taylor +44 20 7496
/ James White 3000
Shore Capital (Joint Broker) +44 20 7408
Bidhi Bhoma / Toby Gibbs 4090
Newgate +44 20 7653
Bob Huxford / James Ash 9848
Notes to Editors
Earthport provides cross-border payment services to banks and businesses. Through a single relationship with Earthport, clients can seamlessly manage payments to almost any bank account in the world, reducing costs and complexity to meet their customers' evolving expectations of price, speed and transparency.
Earthport offers clients access to global payment capability in 190+ countries and territories, with local ACH options in 65+ countries and an evolving suite of currencies and settlement options.
Earthport continues to invest in the establishment of in-country bank partnerships across the world, bringing together its deep market and regulatory expertise in order to maintain compliant and commercially competitive services.
The result - a global payments network accessed via a single relationship, delivering significant cost and operating efficiencies for banks and businesses servicing high volumes of lower value payments.
Headquartered in London with regional offices in New York, Dubai, Miami and Singapore, Earthport is a public company, traded on the London Stock Exchange (AIM: EPO) with an institutional investor base including World Bank IFC, Oppenheimer, Blackrock, Henderson.
Please visit www.earthport.com for more information.
Details of the Placing
The Company intends to raise not less than GBP25 million pursuant to the Placing, although it reserves the right to increase or reduce the amount being raised based on investor demand at its absolute discretion. The Bookbuild will open with immediate effect following this Announcement. The timing of the closing of the Bookbuild, the number of Placing Shares, pricing and allocations are at the discretion of the Company and the Joint Bookrunners.
An announcement will be made on the closing of the Bookbuild which is expected to be made tomorrow, Wednesday 4 October 2017 by 11.00 a.m.
The Placing is conditional, amongst other things, upon:
-- the passing of Resolution 1 at the General Meeting;
-- the Placing Agreement becoming or being declared unconditional in all respects and not having been terminated in accordance with its terms prior to Admission; and
-- Admission becoming effective by no later than 8.00 a.m. on 24 October 2017 or such later time and/or date (being no later than 8.00 a.m. on 13 November 2017) as N+1 Singer, Shore Capital and the Company may agree.
The Placing Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, 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 after the date of their issue.
Shareholders are reminded that the Placing is conditional, amongst other things, on the passing of Resolution 1 to be proposed at the General Meeting. Shareholders should be aware that if Resolution 1 is not approved at the General Meeting, the Placing will not proceed. The Placing is not underwritten.
Application will be made to the London Stock Exchange for the admission of the Placing Shares to trading on AIM. Subject to Shareholder approval of Resolution 1 at the General Meeting, it is expected that Admission will occur and that dealings in the Placing Shares will commence at 8.00 a.m. on 24 October 2017, at which time it is also expected that the Placing Shares will be enabled for settlement in CREST.
Background to and reasons for the Placing
Earthport provides cross-border payment services to banks and businesses. Through a single relationship with Earthport, clients manage payments to bank accounts throughout the world, reducing costs and complexity to meet customers' evolving expectations of price, speed, transparency and compliance. Earthport offers clients access to global payment capability in more than 190 countries and markets, with local ACH options in over 65 countries and a suite of currencies and settlement options that continually adapts to the changing payment landscape. Earthport is authorised and regulated by the FCA under the Payment Service Regulations 2009 for the provision of payment services, a SWIFT member and ISO 27001 compliant.
Earthport will use the net proceeds of the Placing to drive additional growth through:
-- expanding its market presence and establish a presence in new geographical territories,
-- further product development and innovation to leverage existing commercial opportunities with existing and new clients; and
-- investment in the Group's operational platform to ensure scalability and deliver efficiency gains
The Board believes that Earthport is positioned to address and capitalise on the challenges in the cross-border payment markets with a well established customer base in financial services, complemented by a growing list of clients from new verticals and geographies. Whilst the business continues to trade strongly, the Company is limited in its ability to pursue and explore inbound enquires and new business opportunities, as they cannot be met with its current resourcing and infrastructure levels.
Furthermore, the investment in Earthport's operating capabilities will drive revenue growth, realise efficiencies, and attract new clients to its payments platform in the eCommerce and banking sectors which will accelerate the Group's progression to profitability and deliver Shareholder value.
The Company has an addressable market of approximately $1.8 trillion by 2025 in annual flows of low monetary value cross-border payments, equating to approximately 3 billion non-cash transactions. This target market is growing at an estimated CAGR of around 10 per cent. globally and 17 per cent. in emerging markets. The Company believes that this is due to: rise of eCommerce, dislocation in the banking industry, de-risking and reduction of global footprint of global banks and accelerating demand in emerging markets.
Earthport currently provides services to six of the top 25 global banks, three large MTO's and a number of large eCommerce companies and in the 12 months to 30 September 2017 the monetary value of transactions processed through Earthport's platform increased by 48 per cent. to $17.5 billion (FY 2016: $11.8 billion) representing approximately eleven million transactions. Earthport's revenue has increased by a CAGR of 58.8 per cent. since FY2012 from revenue of GBP3.0 million in the year ended 30 June 2012 to GBP30.3 million (unaudited) in the year ended 30 September 2017.
Earthport offers a wide range of managed payments services focusing on flexibility and ease of deployment by its clients. With a single technical integration and flexible funding and FX capabilities, Earthport is able to offer robust network management with 'in-territory' banking services and ongoing regulatory reviews to adhere to local requirements. In addition, Earthport's compliance screening mechanism supports its client's own compliance controls such as anti money laundering, customer due diligence, sanctions screening, data protection and fraud prevention. Earthport's FX and treasury capabilities ensure that its clients have a broad currency offering to support major and minor currencies, with flexible funding options and liquidity management. Finally, a broad spectrum of emerging technologies is supported, with a particular focus on distributed ledger and other alternative payment channels (e.g. mobile wallets).
Whilst Earthport continues to trade strongly (as set out in the Unaudited Trading Update for the year ended 30 June 2017 published on 24 July 2014 and set out further below the Company is limited in its ability to pursue and explore inbound enquires and new business opportunities, as they cannot be adequately with the company's existing levels of resource and infrastructure. As of the FY17 year-end on 30 June 2012, approximately 140 new opportunities are in the pipeline across Europe, the Americas, Middle East and APAC. Earthport's client mix continues to evolve in line with its long-term strategy of establishing its presence in the banking, emerging and established eCommerce sectors although banks are currently driving the majority of contracted new opportunities. As a result of the increase in pipeline and inbound enquiries, the Board believes the size of the opportunity is significant and there is growing structural demand for Earthport's services and therefore it is appropriate to scale the business and its resources to meet demand for the Earthport's services and accelerate converting significant opportunities into revenue.
Strategy and expansion plans
In order to capture the significant market opportunity to expand Earthport's market presence and operational scalability to support future growth the Board has identified three targeted areas for expanding the business:
-- Commercial and geographical expansion
In Earthport's existing core markets of Europe and North America, the Board intends to increase the size of its new business sales teams, as well as hire additional bank and eCommerce specialists to develop the identified pipeline of new business opportunities. Additionally, there is a need for Earthport to hire strategic account managers for key clients in order to access new revenue opportunities from additional business lines within existing banking clients, along with FX specialists.
Earthport intends to build upon existing relationships established in the area of eCommerce in North America and Europe. The eCommerce sector is attractive to Earthport given its large scale volumes and relative ease in which they can be transitioned to a new provider. Historically Earthport has only sold its eCommerce services to other regulated entities in North America due to the requirement for payment institutions to be regulated. Notwithstanding this, Earthport is currently processing payments for some of the largest eCommerce brands such as AirBnB, Amazon, Stripe and Uber directly and through resellers and other arrangements. As part of the planned expansion of its eCommerce services, the Company intends to obtain its state licensing in North America and establish a dedicated eCommerce office in the West Coast. It is expected that ring-fenced balance sheet cash of approximately GBP3 million will be required to satisfy US capital requirements under the US regulation for authorised payment institutions. Following completion of Earthport's state-wide licensing initiatives, the Board is targeting a three-fold increase in its US client base by 2023.
The board believes that the planned investment of approximately GBP3 million in personnel to strengthen new business sales teams focused on Earthport's core banking and eCommerce markets has the capability to increase core market transaction volumes five-fold by 2023.
The Board believes that there is a strong opportunity for Earthport to expand its presence in the emerging markets in Asia, Africa and India as result of its existing ACH network with clients in the banking sector.
Currently, Earthport has small regional offices in Miami, Dubai, Singapore and regional sales support in Madrid, Frankfurt, Tokyo, and Kuala Lumpur. Further investment to accelerate the development of market opportunities and traction with local banks and eCommerce customers, is required in order for Earthport to service these client opportunities.
The Company is continuously expanding its partner bank network, with a focus on emerging markets. A key emerging market for Earthport is India and following its approval from the Reserve Bank of India to operate cross-border payment services for banks in India, the Company has partnered with Axis Bank, India's third largest private sector bank, and Kotak Mahindra Bank to provide cross-border payment capabilities. Additionally, Earthport recently expanded its partner bank network into Nigeria by partnering with Access Bank plc, one of Africa's foremost financial institutions, to enable inbound payments.
Earthport will expand its capabilities in India by broadening its presence in the region with new office openings and expanding existing offices by adding staffing resources. The investment in new offices and sales support services in emerging markets is expected to require GBP2.5 million of net proceeds from the Placing. The Board is targeting an increase in transactions volumes from emerging markets to more than 10 million transactions per annum by 2023.
In order to support the geographical and commercial expansion outlined above, Earthport will continue to invest in both its partner bank network team and global FX team to ensure it maintains a resilient, scalable and efficient platform for its clients. This combined expenditure is expected to total GBP1.5 million and the Board is targeting a 15 per cent. increase in Earthport's partner bank network with FX attachment rates doubling by 2023 from existing levels.
-- Product and technological development
As part of the Company's core strategy of improving its capabilities to reflect the changing payment landscape, the Board intends to expand its product and development teams and client support functions such as the systems and processes that operate Earthport's payment operations, risk and compliance on-boarding and client support functions to increase operational efficiency and ensure continued platform scalability and resilience.
Additionally, Earthport will continue to make selective investment in existing and new product initiatives such as collections, distributed ledger, enhanced FX functionality to be integrated into its core offering and faster payments. Planned expenditure in product and technological developments is approximately GBP7.5 million.
-- Operational and platform improvements
As a result of the proposed geographical expansion into new territories through new offices, Earthport will require additional operations, client support and compliance teams to service global clients in real time based in local offices to support increased payment volumes and ensure efficient service delivery. Additional IT infrastructure and network capability will also be required to support the expected increase in payment transaction volumes and enable the continued resilience of Earthport's platform, following which it is expected that the platform will be able to support a nine-fold increase in transaction volumes.
Investment will be directed in upgrading core infrastructure to ensure optimum performance and resiliency, while ensuring ease of integration with clients. The Company also plans to strengthen its FX and treasury capabilities by enhancing the relevant platforms, automating tasks and increasing the number of specialist personnel to ensure a fully integrated FX and treasury service offering within Earthport's core platform. The Company also intends to undertake a reorganisation of its cost base through the off-shoring of certain client support functions to lower-cost locations, and deliver on the long-term operational model strategy regarding in-house development functions and vendor partnerships. In total, the Board anticipates expenditure of approximately GBP6.5 million in operational and platform improvements. The Company is targeting to reduce the overall cost per transaction by up to 30 per cent. by 2023 as a result of this investment.
Use of proceeds
The net proceeds of the Placing will be primarily used to invest in geographical and commercial expansion, product and technological development and operational and platform improvements, as outlined above, for the following purposes:
Proposed investment Approximate
Commercial and geographic expansion GBP7 million
Product and technological development GBP7.5 million
Operational and platform improvements GBP6.5 million
US licensing and satisfy on-going GBP3 million
segregated capital requirements
Target operating model
The Board is targeting to increase the number of transactions processed to 75-85 million per annum over the next five years to FY2023, from the current level of approximately eleven million transactions in FY2017, representing a CAGR of 35 to 45 per cent. Average revenue per transaction is assumed to reach between GBP2.25 and GBP3.25 by FY2023. Assuming these operational targets are achieved, the Directors are targeting gross margins of between 65 to 70 per cent. and EBITDA margins of between 30 to 40 per cent. by FY2023 as the business scales following the planned investment outlined above.
Current trading and prospects
On 24 July 2017, Earthport published an unaudited trading update for the year ended 30 September 2017, a summary of the financial highlights from this is set out below:
-- Revenues grew by approximately 33 per cent. to GBP30.3 million (FY 2016: GBP22.8 million)
- approximately 90 per cent. of the revenue growth was driven by the existing client base
- transactional revenues comprised 95 per cent. of FY 2017 total revenues
-- Adjusted gross profit(1) increased by approximately 30 per cent. to GBP20.7 million (FY 2016: GBP15.9 million)
-- Adjusted gross margin(1) decreased by approximately 2 per cent. to 68 per cent. (FY 2016: 70 per cent.)
-- Administrative expenses decreased approximately to GBP25.5 million (FY 2016: GBP25.8 million), representing 84% of revenues (FY 2016: 113 per cent.)
-- Adjusted EBITDA(2) loss decreased by approximately 65 per cent. to GBP2.4 million (FY 2016: GBP6.9 million); and
-- Cash Balance at 30 June 2017 amounted to GBP11.9 million, compared to GBP14.4 million at 30 June 2016.
1. Adjusted gross profit and margin figures are before warrant charge, share based payment charge, unrealised fair value adjustment and exceptional items
2. Adjusted EBITDA is before warrant charge, share based payment charge, unrealised fair value adjustment and exceptional items
Current trading, including core operational and transactional metrics in the first quarter of FY 2018, is consistent with management's expectations and ahead of the same period in FY 2017. Earthport has continued to enter into strategic partnerships, in Asia with Kotak Mahindra Bank, in Africa with Access Bank, and in North America with Cross River. The Board is confident that the prospects for the business are positive and will continue on an upwards trajectory, whilst Earthport executes its strategic plan.
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR GENERAL PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
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"); (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 (III) EXISTING SHAREHOLDERS OF THE COMPANY FALLING WITHIN ARTICLE 43(2) OF THE ORDER; (C) IN THE UNITED STATES, TO "QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED IN RULE 144A PROMULGATED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT") WHICH HAVE A PRE-EXISTING, SUBSTANTIVE RELATIONSHIP WITH THE COMPANY OR SOMEONE ACTING ON ITS BEHALF; OR (D) 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.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER 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. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. 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 (INCLUDING THIS APPIX). ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.
EACH PLACEE (BEING THE PERSON PROCURED BY N+1 SINGER ADVISORY LLP ("N+1 SINGER") OR SHORE CAPITAL STOCKBROKERS LIMITED ("SHORE CAPITAL") 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 the 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 N+1 Singer, Shore Capital 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 N+1 Singer or Shore Capital 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, N+1 Singer and Shore Capital will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings. Neither N+1 Singer nor Shore Capital makes any representation to any Placees regarding an investment in the Placing Shares referred to in the Announcement (including this Appendix).
The 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. The Announcement and the information contained herein is not for general publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa or in any other jurisdiction in which such publication or distribution is unauthorised or unlawful. Persons (including, without limitation, custodians, nominees and trustees) into whose possession the 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 and this Appendix 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 applicable 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. This Announcement (including this Appendix) 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. The Placing Shares are being offered inside the United States solely to Qualified Institutional Buyers which have a pre-existing substantive relationship with the Company (or someone acting on its behalf) in a private placement transaction under Section 4(a)(2) or Regulation D under the Securities Act.
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 the 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 Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold resold or delivered, directly or indirectly, in or into Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa or any other jurisdiction outside the United Kingdom.
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 and this Appendix are stated on the basis of the expected timetable for the Placing. It is possible that some of these dates may be changed. The expected date for Admission is 24 October 2017 and, in any event, the latest date for Admission is 13 November 2017 (the "Long Stop Date").
N+1 Singer and Shore Capital will today enter into the Placing Agreement with the Company under which N+1 Singer and Shore Capital will undertake to use their respective reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price, in each case on the terms and subject to the conditions set out therein. The Placing is not being underwritten by either N+1 Singer or Shore Capital and nothing in this Agreement shall impose on either N+1 Singer or Shore Capital any obligation to underwrite any of the Placing Shares or to subscribe for any of the Placing Shares.
N+1 Singer and Shore Capital will today commence the Bookbuild in respect of the Placing to determine demand for participation in the Placing by Placees at the Placing Price. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. The number of Placing Shares and the Placing Price will be determined following completion of the Bookbuild as set out in this Announcement and the Placing Agreement. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
A general meeting of the Company's shareholders ("General Meeting") will be held on or around 23 October 2017 to consider certain resolutions to grant authorities to Directors to allot further shares for cash on a non-pre-emptive basis (the "Resolutions"). Allotment of the Placing Shares will take place as soon as practicable following the General Meeting, conditional on Admission.
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.
N+1 Singer, Shore Capital 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. N+1 Singer, Shore Capital 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 N+1 Singer or to Shore Capital, on the Company's behalf, an amount equal to the product of the Placing 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 (i) the Company and (ii) either Shore Capital or N+1 Singer (as the case may be). Each Placee will be deemed to have read this Appendix in its entirety.
None of N+1 Singer, any other N+1 Singer Person, Shore Capital or any other Shore Capital Person 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.
For the purposes of this Announcement, a "N+1 Singer Person" is any of (i) N+1 Singer, (ii) an undertaking which is a subsidiary undertaking of N+1 Singer, (iii) a parent undertaking of N+1 Singer or (other than N+1 Singer) a subsidiary undertaking of any such parent undertaking, or (iv) a director, officer, agent or employee of any such person, and a "Shore Capital Person" is any of (i) Shore Capital, (ii) an undertaking which is a subsidiary undertaking of Shore Capital, (iii) a parent undertaking of Shore Capital or (other than Shore Capital) a subsidiary undertaking of any such parent undertaking, or (iv) a director, officer, agent or employee of any such person.
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 or around 24 October 2017 (or such later date as may be agreed between the Company, N+1 Singer and Shore Capital, 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 N+1 Singer or Shore Capital.
1. N+1 Singer and Shore Capital are arranging the Placing as bookrunners and agents of the Company.
2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by N+1 Singer or Shore Capital. N+1 Singer, Shore Capital and their respective affiliates are entitled to enter bids in the Bookbuild as principal.
3. The Placing Price and the number of Placing Shares will be agreed between the Company and the Joint Bookrunners following completion of the Bookbuild.
4. The completion of the Bookbuild will be determined by N+1 Singer and Shore Capital in their absolute discretion and shall then be announced on a Regulatory Information Service as soon as is practicable following the completion of the Bookbuild.
5. To bid in the Bookbuild, prospective Placees should communicate their bid by telephone to their usual sales contact at N+1 Singer or Shore Capital. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Placing Price, being a minimum 20 pence per Placing Share. Bids may be scaled down by N+1 Singer and Shore Capital on the basis referred to in paragraph 8 below.
6. The Bookbuild is expected to close no later than 11.00 a.m. on 4 October 2017 but may be closed earlier or later at the discretion of N+1 Singer and Shore Capital. N+1 Singer and Shore Capital 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 Placing Price) shall be determined by N+1 Singer and Shore Capital in their absolute discretion.
7. Each Placee's allocation will be confirmed to Placees orally, or by email, by N+1 Singer or Shore Capital 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. N+1 Singer's or Shore Capital'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) under which it agrees to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix (which are deemed to be incorporated in such trade confirmation or contract note) and in accordance with the Company's articles of association (as amended from time to time) ("Articles of Association").
8. The Company will make a further announcement following the close of the Bookbuild detailing the number of Placing Shares to be issued and the Placing Price.
9. Subject to paragraphs 3 and 4 above, N+1 Singer and Shore Capital may choose to accept bids, either in whole or in part, on the basis of allocations determined at their discretion (following consultation with the Company) and may scale down any bids for this purpose on such basis as they may determine. N+1 Singer and Shore Capital 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, N+1 Singer and Shore Capital, acting together reserve the right not to accept bids or to accept bids in part rather than in whole.
10. 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 N+1 Singer's and Shore Capital'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 N+1 Singer or Shore Capital (or as N+1 Singer or Shore Capital may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares for which such Placee has agreed to subscribe. Each Placee's obligations will be owed to N+1 Singer or to Shore Capital.
11. 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".
12. 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".
13. 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.
14. To the fullest extent permissible by law and the applicable rules of AIM, none of N+1 Singer, Shore Capital nor 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 N+1 Singer nor Shore Capital shall have any liability to the Placees for the failure of the Company to fulfil those obligations. In particular, none of N+1 Singer, Shore Capital nor any of their respective affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of N+1 Singer or Shore Capital's conduct of the Bookbuild or of such alternative method of effecting the Placing as N+1 Singer, Shore Capital and the Company may agree.
15. 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.
16. Settlement will occur on a date to be advised but expected to be on or around 24 October 2017 ("Settlement Date").
All such times and dates will be subject to amendment at N+1 Singer's and Shore Capital's discretion, except that in no circumstances will the date scheduled for Admission be later than the Long Stop Date.
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 the Announcement and the terms and conditions contained in this Appendix.
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 N+1 Singer or by Shore Capital (as the case may be) for the Company and N+1 Singer or Shore Capital (as the case may be) will enter their 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 N+1 Singer's or Shore Capital'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 Placing Price and the subscription amount payable to be allocated to it and will be required to provide N+1 Singer or Shore Capital (as the case may be) with funds sufficient to purchase such securities prior to the Settlement 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 24 October 2017 in CREST on a basis in accordance with the instructions set out in the conditional trade confirmation. Settlement will be through N+1 Singer against CREST ID: ATMAY or through Shore Capital against CREST ID: 601 & Designation: DJCLT, as the case may be.
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 Placing 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 N+1 Singer or Shore Capital (as applicable).
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: 4 October 2017
Settlement Date: 24 October 2017 (Electronic)
ISIN code for the Placing Shares: GB00B0DFPF10
SEDOL code for the Placing Shares: B0DFPF1
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 none of the Company, Shore Capital or N+1 Singer 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, Shore Capital and N+1 Singer in the event that the Company, Shore Capital or N+1 Singer 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 N+1 Singer or Shore Capital (as the case may be) 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.
N+1 Singer and Shore Capital have entered into the Placing Agreement with the Company today under which N+1 Singer and Shore Capital have each agreed on a conditional basis to use their respective reasonable endeavours as agents of the Company to procure Placees at the Placing Price for the Placing Shares.
Conditions to the Placing
The Placing is conditional on, among other things:
1. the Company having complied with all of its obligations under the Placing Agreement (to the extent such obligations are to be performed prior to Admission);
2. the warranties given by the Company under the Placing Agreement being true, accurate and not misleading in any respect as at the date of the Placing Agreement and at all times up to and including Admission (in each case in the opinion of N+1 Singer and Shore Capital, acting in good faith) by reference to the facts and circumstances existing from time to time;
3. Admission taking place by no later than 8:00 a.m. on 24 October 2017 (or such later date as may be agreed between the Company, Shore Capital and N+1 Singer); and
4. the passing of Resolution1 by the requisite majority without amendment at the General Meeting.
-- any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived (if capable of being waived) by N+1 Singer and Shore Capital by the respective time or date where specified (or such later time or date as the Company, N+1 Singer and Shore Capital may agree);
-- any of such conditions becomes incapable of being fulfilled; or
-- the Placing 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.
N+1 Singer and Shore Capital 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 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.
N+1 Singer and Shore Capital reserve the right to waive or extend the time and or date for the fulfilment of any of the conditions in the Placing Agreement to a time no later than 8.00 a.m. on the Long Stop Date.
If any condition in the Placing Agreement is not fulfilled or waived by N+1 Singer and Shore Capital 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, N+1 Singer or Shore Capital 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, N+1 Singer and Shore Capital.
The Placing Agreement may be terminated by N+1 Singer or Shore Capital at any time prior to Admission in certain circumstances including, among other things, the Company failing to comply with its obligations under the Placing Agreement or any material adverse change affecting the Company. The exercise of any right of termination pursuant to the Placing Agreement, any waiver of any condition in the Placing Agreement and any decision by N+1 Singer or Shore Capital whether or not to extend the time for satisfaction of any condition in the Placing Agreement will be within the absolute discretion of N+1 Singer and Shore Capital. Following Admission, the Placing Agreement is not capable of termination.
The rights and obligations of the Placees shall terminate only in the circumstances described in this Announcement 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 N+1 Singer or Shore Capital of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of N+1 Singer and/or Shore Capital, and that neither of them need make any reference to Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise.
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 N+1 Singer or Shore Capital (as the case may be) in accordance with all relevant legal requirements.
A Placee's entitlement to receive any Placing Shares under the Placing will be conditional on N+1 Singer's or Shore Capital's (as the case may be) 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 N+1 Singer or Shore Capital (as the case may be) 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, Shore Capital or N+1 Singer 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, Shore Capital and/or N+1 Singer): (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 Shore Capital and N+1 Singer 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 N+1 Singer or Shore Capital 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
By agreeing with N+1 Singer or Shore Capital 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, 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 this Announcement in full, including this Appendix, and agrees to and accepts all the terms set out in this 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 this Announcement is exclusively the responsibility of the Company and that none of N+1 Singer, Shore Capital or any person acting on their respective behalves 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 this Announcement, the investor presentation dated 18 September 2017 prepared by the Company in connection with the Placing, 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 N+1 Singer Person, any Shore Capital Person or the Company or their respective directors, employees, officers or agents or any other person and none of N+1 Singer, Shore Capital or the Company, including its employees or agents nor any person acting on behalf of any of N+1 Singer, Shore Capital 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 N+1 Singer or Shore Capital in relation to the Placing and neither N+1 Singer nor Shore Capital is acting for it in connection with the Placing or will 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 N+1 Singer nor Shore Capital 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 N+1 Singer nor Shore Capital shall be liable to it for any matter arising out of its role as Joint Bookrunner 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 N+1 Singer and/or Shore Capital which it may have in respect thereof;
(i) it (or any person acting on its behalf) will pay the full allotment amount at the Placing 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 N+1 Singer or Shore Capital (as the case may be), failing which the relevant Placing Shares may be placed with other placees or sold as N+1 Singer or Shore Capital (as the case may be) 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, Shore Capital and/or N+1 Singer 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 N+1 Singer and/or Shore Capital such evidence, if any, as to the identity or location or legal status of any person which N+1 Singer and/or Shore Capital 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 N+1 Singer and/or Shore Capital 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 N+1 Singer and/or Shore Capital may decide at their 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 received such information within the marketing soundings regime provided for in article 11 of the Market Abuse Regulation 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;
(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, Shore Capital or N+1 Singer 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 the United States, Canada, Japan, the Republic of South Africa, the Republic of Ireland or Australia or in or into any other jurisdiction where it would be unlawful to do so or to any person resident in such countries;
(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 will use reasonable endeavours to ensure 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 N+1 Singer or Shore Capital 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) none of N+1 Singer, Shore Capital 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, Shore Capital and N+1 Singer 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, Shore Capital or N+1 Singer 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); (C) persons falling within Article 43(2) of the Order being existing members of the Company; or (iii) it is a person 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) (i) it acknowledges that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any State of or other jurisdiction within the United States, and that 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 U.S. person (as defined in Regulation S under the Securities Act); (ii) it either (1) is not within the United States, is not a U.S. person and, to its knowledge, it will be acquiring Placing Shares in an "offshore transaction" without any "directed selling efforts" (each as defined in Regulation S under the Securities Act) by the Company, N+1 Singer, or Shore Capital, or (2) it is within the United States and is a Qualified Institutional Buyer and will be acquiring the Placing Shares in a private placement transaction exempt from registration under the Securities Act; and (iii) it will not be receiving Placing Shares with a view to resale in or into the United States in violation of the registration requirements of the Securities Act or the securities laws of any applicable state or other jurisdiction of the United States;
(cc) 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 Canada, Japan, Australia or the Republic of South Africa or a corporation, partnership or other entity organise under the laws of Canada (or any political sub-division of it), Australia, the Republic of South Africa, the Republic of Ireland or Japan, and the Placing Shares have not been and will not be registered under the securities legislation of Canada, Japan, Australia, the Republic of Ireland or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, in or into those jurisdictions;
(dd) the Placee has consented to receive information in respect of securities of the Company which makes it an "insider" for the purposes of 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 the Market Abuse Regulation) of which it has been made aware has been made public for purposes of the Market Abuse Regulation or it has been notified by N+1 Singer, Shore Capital 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;
(ee) 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: (i) to acquire the Placing Shares for each managed account; (ii) to make on its behalf the representations, warranties, acknowledgments, undertakings and agreements in this Appendix; and (iii) to receive on its behalf any investment letter relating to the Placing in the form provided to it by N+1 Singer or Shore Capital;
(ff) N+1 Singer and/or Shore Capital may (at their absolute discretion) satisfy their 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 N+1 Singer Person or Shore Capital Person or any person associated with any N+1 Singer Person or Shore Capital Person to do so;
(gg) time is of the essence as regards its obligations under this Announcement;
(hh) each right or remedy of the Company, N+1 Singer or Shore Capital provided for in this Announcement 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;
(ii) 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 N+1 Singer or Shore Capital:
(jj) 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 N+1 Singer and Shore Capital except that in no circumstances will the date scheduled for Admission be later than the Long Stop Date;
(kk) 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;
(ll) 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;
(mm) 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;
(nn) it will indemnify on an after tax basis and hold the Company, N+1 Singer and Shore Capital 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;
(oo) neither N+1 Singer nor Shore Capital has 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;
(pp) it accepts that it is not relying on N+1 Singer or Shore Capital to advise whether or not the Placing Shares are in any way a suitable investment for it;
(qq) 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;
(rr) it irrevocably appoints any director or employee of N+1 Singer or Shore Capital (as the case may be) 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;
(ss) it is not presently acting in concert, as defined in the City Code on Takeovers and Mergers, with any existing shareholder or other Placee;
(tt) each right or remedy of the Company, N+1 Singer and Shore Capital 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;
(uu) 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;
(vv) neither N+1 Singer nor Shore Capital owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement; and
(ww) it agrees that the Company, N+1 Singer and Shore Capital 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 N+1 Singer, Shore Capital and the Company and are irrevocable.
The terms set out in the Announcement (including this Appendix), the Investor Representation Letter (for Placees, if any, that are Qualified Institutional Buyers purchasing in the United States) and the allocation of Placing Shares (including the subscription amount payable) as confirmed to a Placee in a Contract Note, 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).
The following definitions apply throughout this announcement unless the context otherwise requires:
"ACH" Automated Clearing House, an electronic
network for financial transactions in
the United States
"Admission" admission of the Placing Shares to trading
on AIM becoming effective in accordance
with Rule 6 of the AIM Rules
"AIM" the AIM Market operated by the London
"AIM Rules" the AIM Rules for Companies published
by the London Stock Exchange from time
"Bookbuild" the accelerated bookbuilding process
launched immediately following this
announcement to conduct the Placing
"CAGR" compound annual growth rate
"certificated an Ordinary Share recorded on a company's
form" or "in share register as being held in certificated
certificated form (namely, not in CREST)
"Company" or Earthport plc, a company incorporated
"Earthport" and registered in England and Wales
under the Companies Act 1985 with registered
"CREST" the computerised settlement system operated
by Euroclear which facilitates the transfer
of title to shares in uncertificated
"CREST Regulations" the Uncertificated Securities Regulations
2001 (S.I. 2001 No. 3755)
"Dealing Day" a day on which the London Stock Exchange
is open for business in London
"Directors" the directors of the Company whose names
or "Board" are set out in the circular, or any
duly authorised committee thereof
"Euroclear" Euroclear UK & Ireland Limited, the
operator of CREST
"Existing Ordinary the 488,190,409 Ordinary Shares in issue
Shares" or "Existing on 2 October 2017 (being the latest
Share Capital" practicable date prior to the publication
of this announcement), all of which
are admitted to trading on AIM
"FCA" the UK Financial Conduct Authority
"Form of Proxy" the form of proxy for use in connection
with the General Meeting which accompanies
"FSMA" the Financial Services and Markets Act
2000 (as amended)
"FX" foreign exchange
"General Meeting" the general meeting of the Company to
be held at the offices of Bird & Bird
LLP at 12 New Fetter Lane, London EC4A
1JP on 23 October 2017 at 10.00 a.m.
notice of which is set out at the end
of the circular
"Group" the Company and its subsidiaries
"ISO 27001" means the international standard regarding
requirements relating to security techniques
for information technology and information
security management systems
"London Stock London Stock Exchange plc
"MAR" the Market Abuse Regulation (Regulation
"MTO" money transfer organisation
"N+1 Singer" Nplus1 Singer Advisory LLP
"Notice of General the notice convening the General Meeting
Meeting" which is set out at the end of the circular
"Ordinary Shares" ordinary shares of 10 pence each in
the capital of the Company
"PDMR" a person discharging managerial responsibilities
of the Company, as defined under MAR
"Placing" the conditional placing of the Placing
Shares by N+1 Singer and Shore Capital,
as agents on behalf of the Company,
pursuant to the Placing Agreement, further
details of which are set out in the
"Placing Agreement" the conditional agreement to be dated
3 October 2017 and made between (1)
the Company; (2) N+1 Singer; and (3)
Shore Capital in relation to the Placing,
further details of which are set out
in the circular
"Placing Price" the price per Placing Share as will
be agreed between the Company and the
Joint Bookrunners at the close of the
Bookbuild which will not be less than
a minimum of 20 pence per Placing Share
"Placing Shares" the new Ordinary Shares to be issued
by the Company at the Placing Price,
pursuant to the Placing
"Prospectus the prospectus rules made by the FCA
Rules" pursuant to section 73A of the FSMA
"Resolutions" the resolutions set out in the Notice
of General Meeting
"Shareholders" holders of Ordinary Shares
"Shore Capital" Shore Capital Stockbrokers Limited
"SWIFT" The Society for Worldwide Interbank
Financial Telecommunication, who provides
a network that enables financial institutions
worldwide to send and receive information
about financial transactions in a secure,
"UK" the United Kingdom of Great Britain
and Northern Ireland
"uncertificated" an Ordinary Share recorded on a company's
or "in uncertificated share register as being held in uncertificated
form" form in CREST and title to which, by
virtue of the CREST Regulations, may
be transferred by means of CREST
This information is provided by RNS
The company news service from the London Stock Exchange
(END) Dow Jones Newswires
October 03, 2017 11:43 ET (15:43 GMT)