TIDM7DIG
RNS Number : 5456N
7digital Group PLC
25 September 2019
THIS ANNOUNCEMENT, INCLUDING THE APPIX, AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR AUSTRALIA, OR TO BE TRANSMITTTED OR
DISTRIBUTED TO, OR SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN OF
ANY SUCH COUNTRIES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR
REGULATIONS. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (596/2014/EU) ("MAR"). IN ADDITION,
MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF
CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.
25 September 2019
7digital Group plc
("7digital" or the "Company")
Proposed Placing to raise a minimum of GBP150,000
7digital Group plc (AIM:7dig) announces that, further to its
announcement on 20 September 2019, the Company intends to raise a
minimum of GBP150,000 through the conditional placing of a minimum
of 75,000,000 new Ordinary Shares (the "Placing Shares") (the
"Placing") with certain institutional and other investors at 0.2
pence per share (the "Issue Price"). This will add to previous
proceeds to reach over GBP4 million raised along with a GBP1
million credit line to bring a total of over GBP5 million in
available funding.
Arden Partners plc ("Arden") is acting as nominated adviser and
sole broker to 7digital in connection with the Placing.
The Placing is to be conducted by way of an accelerated
bookbuild process (the "Bookbuilding Process") which will commence
immediately following this Announcement in accordance with the
terms and conditions set out in the Appendix to this
Announcement.
The Bookbuilding Process is expected to close not later than
4.30 p.m. today, but may be closed at such earlier or later time as
Arden may, in its absolute discretion (after consultation with the
Company), determine. A further announcement will be made following
the closing of the Bookbuilding Process detailing the number of
Placing Shares to be subscribed for by the Placees at the Issue
Price (the "Placing Results Announcement").
Use of funds & working capital
The net proceeds of the Placing (aggregated with the
Subscription announced on 20 September 2019) will be applied to
implement the strategy set out in the announcement on 7 June 2019.
The additional proceeds support the Board's belief that the Company
has sufficient funding to reach by mid-2020 operational
profitability for the first time.
Paul Langworthy, CEO of 7digital, said:
"This additional funding will further support our streamlined
product and organisational strategy that has allowed us to
successfully raise over GBP5m since June. With this investment, I'm
excited to lead the 7digital team in its next chapter to build
compelling music products that achieve the customer growth and
deliver the operational efficiency needed to enhance revenue and
steer us to profitability."
Defined terms used in this announcement have the same meaning as
set out at the end of this announcement.
7digital Group plc 020 7099 7777
Paul Langworthy, CEO
Holly Ashmore, PR Manager
Arden Partners (nominated adviser and broker) 020 7614 5900
Ruari McGirr/Tom Price/ Benjamin Cryer -
Corporate Finance
Conditions and other information relating to the Capital
Raising
The Capital Raising is conditional, inter alia, upon:
a) the Placing Agreement becoming unconditional in all respects
(save for Admission occurring) and not having been terminated in
accordance with its terms; and
b) Admission becoming effective by no later than 8.00 a.m. on 1
October 2019 (or such later time and/or date as the Company and
Arden may agree (being not later than 8.00 a.m. on 31 October
2019).
The Placing is conditional on completion of the Subscription and
on Admission of the Placing Shares.
Accordingly, if such conditions are not satisfied or, if
applicable, waived, the Placing will not proceed.
The Placing is not being underwritten by Arden Partners or any
other person.
Settlement and dealings
The New Ordinary Shares will be in registered form and will be
capable of being held in either certificated or uncertificated form
(i.e. in CREST). Accordingly, following Admission, settlement of
transactions in the Ordinary Shares may take place within the CREST
system if a Shareholder so wishes. Shareholders who wish to receive
and retain share certificates are able to do so.
The ISIN number of the New Ordinary Shares is GB00BMH46555. The
TIDM is 7dig.
The New Ordinary Shares, when issued, will be 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 after the date of issue. If
all of the Placing Shares are placed it would represent an increase
of approximately 3.2 per cent. of the existing issued ordinary
share capital of the Company (assuming completion of the
Subscription).
IMPORTANT NOTICE
This announcement is released by 7digital Group plc and contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) 596/2014 ("MAR"). It is disclosed in
accordance with the Group's obligations under Article 17 of
MAR.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this announcement is being made on
behalf of the Group by Michael Juskiewicz, Company Secretary.
No action has been taken by the Group or Arden, or any of their
respective affiliates, that would, or which is intended to, permit
a public offer of the New Ordinary Shares in any jurisdiction or
the possession or distribution of this announcement or any other
offering or publicity material relating to the New Ordinary Shares
in any jurisdiction where action for that purpose is required. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of such jurisdictions. Persons
into whose possession this Announcement comes shall inform
themselves about, and observe, such restrictions.
No prospectus has been made available in connection with the
matters contained in this announcement and no such prospectus is
required (in accordance with the Prospectus Regulation (as defined
below)) to be published.
The New Ordinary Shares to be issued pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the AIM market operated by the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
Information for 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 New
Ordinary Shares have been subject to a product approval process,
which has determined that such securities are: (i) compatible with
an end target market of investors who meet the criteria of retail
and professional clients and eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the New Ordinary Shares may decline
and investors could lose all or part of their investment; the New
Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in New Ordinary 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 Proposals. Furthermore, it is noted that, notwithstanding
the Target Market Assessment, Arden 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 New Ordinary Shares
pursuant to the Placing.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF THE PROSPECTUS
REGULATION (EU) 2017/1129 AND SUPPLEMENTS THERETO (THE "PROSPECTUS
REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO
(A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER")
(INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO
(d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER; OR (3) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN 7DIGITAL GROUP PLC.
THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE NEW ORDINARY SHARES
ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE NEW
ORDINARY SHARES IS BEING MADE IN THE UNITED STATES OR
ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or
issue of the New Ordinary Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Arden
or any of their respective affiliates, agents, directors, officers
or employees that would permit an offer of the New Ordinary Shares
or possession or distribution of this Announcement or any other
offering or publicity material relating to such New Ordinary Shares
in any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required
by the Company and Arden to inform themselves about and to observe
any such restrictions.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia (the "United States" or
the "US")), Australia, Canada, Japan or the Republic of South
Africa or any other jurisdiction in which the same would be
unlawful. No public offering of the New Ordinary Shares is being
made in any such jurisdiction.
All offers of the New Ordinary Shares will be made pursuant to
an exemption under the Prospectus Regulation from the requirement
to produce a prospectus. In the United Kingdom, this Announcement
is being directed solely at persons in circumstances in which
section 21(1) of the Financial Services and Markets Act 2000 (as
amended) does not apply.
The New Ordinary Shares have not been approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the New Ordinary Shares and the New
Ordinary 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 or the Republic
of South Africa. Accordingly, the New Ordinary 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 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 right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making an oral and legally binding offer to acquire Placing Shares
will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in the Appendix.
This Announcement may contain "forward-looking statements" with
respect to certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global
economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
respective affiliates operate, the effect of volatility in the
equity, capital and credit markets on the Company's profitability
and ability to access capital and credit, a decline in the
Company's credit ratings; the effect of operational risks; and the
loss of key personnel. As a result, the actual future financial
condition, performance and results of the Company may differ
materially from the plans, goals and expectations set forth in any
forward-looking statements. Any forward-looking statements made in
this Announcement by or on behalf of the Company speak only as of
the date they are made. Except as required by applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
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 New Ordinary Shares. Any
investment decision to buy New Ordinary Shares in the Placing must
be made solely on the basis of information contained in this
Announcement.
This Announcement may contain "forward-looking statements" with
respect to certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global
economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the
effect of tax and other legislation and other regulations in the
jurisdictions in which the Company and its respective affiliates
operate, the effect of volatility in the equity, capital and credit
markets on the Company's profitability and ability to access
capital and credit, a decline in the Company's credit ratings; the
effect of operational risks; and the loss of key personnel. As a
result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals
and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in
this Announcement to reflect any changes in the Company's
expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is
based.
Arden is authorised and regulated by the FCA in the United
Kingdom and is acting exclusively for the Company and no one else
in connection with the Placing and will not regard any other person
(whether or not a recipient of this document) as a client in
relation to the Placing and Admission and Arden will not be
responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Placing or any other
matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Arden or by any of its affiliates or
agents as to, or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefor is expressly disclaimed.
No statement in this Announcement or in any previous
announcement or in any previous presentation issued by the Company
was or is intended to be a profit forecast or estimate, and no
statement in this Announcement nor in any previous announcement or
in any previous presentation issued by the Company should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
Neither the content of the Company's website (or any other
website) nor any website accessible by hyperlinks on the Company's
website (or any other website) is incorporated in, or forms part
of, this Announcement.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by Arden
or by any of its respective affiliates or agents as to or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS APPIX (TOGETHER THE "ANNOUNCEMENT") ARE DIRECTED ONLY AT
PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING,
HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR
AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129
AND SUPPLEMENTS THERETO (THE "PROSPECTUS REGULATION"); (2) IF IN
THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (A) FALL WITHIN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT
PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER;
OR (3) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN 7DIGITAL GROUP PLC.
THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE NEW ORDINARY SHARES
ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT ("REGULATION S") AND
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF
THE NEW ORDINARY SHARES IS BEING MADE IN THE UNITED STATES OR
ELSEWHERE.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or
issue of the New Ordinary Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Arden
or any of their respective affiliates, agents, directors, officers
or employees that would permit an offer of the New Ordinary Shares
or possession or distribution of this Announcement or any other
offering or publicity material relating to such New Ordinary Shares
in any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required
by the Company and Arden to inform themselves about and to observe
any such restrictions.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia (the "United States" or
the "US")), Australia, Canada, Japan or the Republic of South
Africa or any other jurisdiction in which the same would be
unlawful. No public offering of the New Ordinary Shares is being
made in any such jurisdiction.
All offers of the New Ordinary Shares will be made pursuant to
an exemption under the Prospectus Regulation from the requirement
to produce a prospectus. In the United Kingdom, this Announcement
is being directed solely at persons in circumstances in which
section 21(1) of the Financial Services and Markets Act 2000 (as
amended) does not apply.
The New Ordinary Shares have not been approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the New Ordinary Shares and the New
Ordinary 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 or the Republic
of South Africa. Accordingly, the New Ordinary 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 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 right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making an oral and legally binding offer to acquire Placing Shares
will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements, agreements and undertakings contained in this
Appendix.
Arden is authorised and regulated by the FCA in the United
Kingdom and is acting exclusively for the Company and no one else
in connection with the Placing and will not regard any other person
(whether or not a recipient of this document) as a client in
relation to the Placing and Admission and Arden will not be
responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Placing or any other
matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Arden or by any of its affiliates or
agents as to, or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefor is expressly disclaimed.
No statement in this Announcement or in any previous
announcement or in any previous presentation issued by the Company
was or is intended to be a profit forecast or estimate, and no
statement in this Announcement nor in any previous announcement or
in any previous presentation issued by the Company should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
Neither the content of the Company's website (or any other
website) nor any website accessible by hyperlinks on the Company's
website (or any other website) is incorporated in, or forms part
of, this Announcement.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by Arden
or by any of its respective affiliates or agents as to or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR
PLACING SHARES.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the Placing Agreement with
Arden. Pursuant to the Placing Agreement, Arden has, subject to the
terms and conditions set out in the agreement, agreed to use
reasonable endeavours, as agent of the Company, to procure
subscribers for the Placing Shares pursuant to the Bookbuilding
Process described in this Announcement and as set out in the
Placing Agreement.
The Placing is conditional on the Placing Agreement becoming
unconditional and not being terminated in accordance with its
terms.
The Placing is not being underwritten.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, be credited as fully paid and rank
pari passu in all respects with each other and with the New
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid in respect of the New
Ordinary Shares after Admission.
The Placing Shares will be issued free of any encumbrance, lien
or other security interest.
Application for Admission
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. Subject to the
satisfaction or waiver of the conditions of the Placing Agreement
(the "Conditions"), it is expected that Admission will take place
and dealings in the Placing Shares will commence on AIM on or
around 8.00 a.m. on 1 October 2019.
Bookbuilding Process
Commencing today, Arden will be conducting a Bookbuilding
Process to determine demand for participation in the Placing by
Placees. This Announcement gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
However, Arden will be entitled to effect the Placing by such
alternative method to the Bookbuilding Process as it may, after
consultation with the Company, determine. No commissions will be
paid by or to Placees in respect of any participation in the
Placing or subscription for Placing Shares.
Participation in, and principal terms of, the Bookbuilding
Process
Participation in the Placing is by invitation only and will only
be available to persons who may lawfully be, and are, invited to
participate by Arden. Arden and Arden Affiliates (as defined below)
are entitled to participate as Placees in the Bookbuilding
Process.
The Bookbuilding Process will establish the number of Placing
Shares to be issued pursuant to the Placing.
The book will open with immediate effect. The Bookbuilding
Process is expected to close not later than 4.30 p.m. today, but
may be closed at such earlier or later time as Arden may, in its
absolute discretion (after consultation with the Company),
determine. A further announcement will be made following the close
of the Bookbuilding Process detailing the number of Placing Shares
to be subscribed for by the Placees at the Issue Price (the
"Placing Results Announcement").
A bid in the Bookbuilding Process will be made on the terms and
conditions in this Announcement and will be legally binding on the
Placee on behalf of which it is made and, except with Arden's
consent, will not be capable of variation or revocation after the
close of the Bookbuilding Process.
A Placee who wishes to participate in the Bookbuilding Process
should communicate its bid by telephone to its usual sales contact
at Arden. Each bid should state the number of Placing Shares which
the prospective Placee wishes to subscribe for at the Issue Price.
If successful, Arden will re-contact and confirm orally to Placees
following the close of the Bookbuilding Process the size of their
respective allocations and a trade confirmation will be despatched
as soon as possible thereafter. Arden's oral confirmation of the
size of allocations and each Placee's oral commitments to accept
the same will constitute an irrevocable legally binding agreement
in favour of the Company and Arden pursuant to which each such
Placee will be required to accept the number of Placing Shares
allocated to the Placee at the Issue Price and otherwise on the
terms and subject to the conditions set out herein and in
accordance with the Company's articles of association. Each
Placee's allocation and commitment will be evidenced by a trade
confirmation issued by Arden to such Placee. The terms of this
Appendix will be deemed incorporated in that trade
confirmation.
Arden reserves the right to scale back the number of Placing
Shares to be subscribed by any Placee in the event that the Placing
is oversubscribed. Arden also reserves the right not to accept
offers to subscribe for Placing Shares or to accept such offers in
part rather than in whole. The acceptance and, if applicable,
scaling back of offers shall be at the absolute discretion of Arden
after consultation with the Company.
Each Placee's obligations will be owed to the Company and to
Arden. Following the oral confirmation referred to above, each
Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the Company and Arden, as agent of the
Company, to pay to Arden (or as Arden may direct) in cleared funds
an amount equal to the product of the Issue Price and the number of
Placing Shares allocated to such Placee.
To the fullest extent permissible by law, neither Arden nor any
Arden Affiliate, nor any person acting on their behalf shall have
any liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, none of Arden, any
Arden Affiliate nor any person acting on their behalf shall have
any liability (including, to the extent legally permissible, any
fiduciary duties), in respect of its conduct of the Bookbuilding
Process or of such alternative method of effecting the Placing as
Arden may determine.
All obligations of Arden under the Placing will be subject to
fulfilment of the conditions referred to in this Announcement
including without limitation those referred to below under
"Conditions of the Placing".
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of Arden under the Placing Agreement are
conditional, among other things, upon:
1. the performance by the Company of its obligations under the
Placing Agreement to the extent that they fall to be performed
prior to Admission; and
2. Admission of the Placing Shares occurring not later than 8.00
a.m. on 1 October 2019 or such later time and/or date as Arden and
the Company may agree (but in any event not later than 8.00 a.m. on
31 October 2019).The Placing is conditional on completion of the
Subscription.
If (a) the Conditions of the Placing are not fulfilled (or to
the extent permitted under the Placing Agreement waived by Arden),
or (b) the Placing Agreement is terminated in the circumstances
specified below, the Placing will lapse and each Placee's rights
and obligations hereunder shall cease and determine at such time
and no claim may be made by a Placee in respect thereof. None of
Arden, any Arden Affiliate, the Company, nor any subsidiary of the
Company, nor any branch, affiliate or associated undertaking of any
such company nor any of their respective directors, officers and
employees (each a "7digital Affiliate") 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 in the Placing Agreement or in
respect of the Placing generally.
By participating in the Placing, each Placee agrees that Arden's
rights and obligations in respect of the Placing terminate, inter
alia, in the circumstances described below under "Right to
terminate under the Placing Agreement".
Right to terminate under the Placing Agreement
Arden has the right to terminate the Placing Agreement in
certain circumstances prior to Admission, in particular, in the
event of a material breach of the warranties given to Arden in the
Placing Agreement, the failure of the Company to comply in any
material respect with any of its obligations under the Placing
Agreement, the occurrence of a force majeure event or a material
adverse change affecting the condition, or the earnings or business
affairs or prospects of the Company or the Group as a whole. By
participating in the Placing, each Placee agrees with Arden that
the exercise by Arden of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of Arden and that Arden need not make any reference to
the Placees in this regard and that, to the fullest extent
permitted by law, neither the Company, Arden, any Arden Affiliate
nor any 7digital Affiliate shall have any liability whatsoever to
the Placees in connection with any such exercise or failure to so
exercise.
No Prospectus
No offering document or prospectus has been or will be prepared
in relation to the Placing and no such prospectus is required (in
accordance with the Prospectus Regulation) to be published or
submitted to be approved by the FCA and Placees' commitments will
be made solely on the basis of the information contained in this
Announcement and any information publicly announced through a
Regulatory Information Service (as defined in the AIM Rules for
Companies) by or on behalf of the Company on or prior to the date
of this Announcement and subject to any further terms set forth in
the contract note to be sent to individual Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement is exclusively the
responsibility of the Company and confirms to Arden and the Company
that it has neither received nor relied on any information,
representation, warranty or statement made by or on behalf of Arden
(other than the amount of the relevant Placing participation in the
oral confirmation given to Placees and the trade confirmation
referred to below), any Arden Affiliate, any persons acting on its
or their behalf or the Company or any 7digital Affiliate and none
of Arden, any Arden Affiliate, any persons acting on their behalf,
the Company, any 7digital Affiliate nor any persons acting on their
behalf will be liable for the decision of any Placee to participate
in the Placing based on any other information, representation,
warranty or statement which the Placee may have obtained or
received (regardless of whether or not such information,
representation, warranty or statement was given or made by or on
behalf of any such persons). By participating in the Placing, each
Placee acknowledges to and agrees with Arden for itself and as
agent for the Company that, except in relation to the information
contained in this Announcement, it has relied on its own
investigation of the business, financial or other position of the
Company in deciding whether to participate in the Placing. Nothing
in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the CREST system, using the
delivery versus payment mechanism, subject to certain exceptions.
Arden reserves the right to require settlement for and delivery of
the Placing Shares to Placees by such other means as Arden may deem
necessary, including, without limitation, if delivery or settlement
is not possible or practicable within the CREST system within the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
The expected timetable for settlement will be as follows:
Trade Date 25 September 2019
Settlement Date 1 October 2019
ISIN Code GB00BMH46555
SEDOL BMH4655
Deadline for input instruction 3.00 p.m. on 30 September 2019
into CREST
CREST ID for Arden 601
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation stating the number of Placing Shares allocated
to it, the Issue Price, the aggregate amount owed by such Placee to
Arden and settlement instructions. Placees should settle against
the Arden CREST ID shown above. It is expected that such trade
confirmation will be despatched on the expected trade date shown
above. Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions
which it has in place with Arden.
It is expected that settlement will take place on the Settlement
Date shown above on a delivery versus payment basis in accordance
with the instructions set out in the trade confirmation unless
otherwise notified by Arden.
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 the base rate of
HSBC Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations, Arden may sell any or all of the Placing Shares
allocated to the Placee on such Placee's behalf and retain from the
proceeds, for Arden's own account and profit, an amount equal to
the aggregate amount owed by the Placee plus any interest due. The
Placee will, however, remain liable for any shortfall below the
aggregate amount owed by such Placee and it may be required to bear
any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to any levy, stamp duty or stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither Arden nor the Company shall be
responsible for the payment thereof. Placees will not be entitled
to receive any fee or commission in connection with the
Placing.
Representations, warranties and terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf):
1. represents and warrants that it has read and understood this
Announcement in its entirety (including this Appendix) and
acknowledges that its participation in the Placing and the issue of
the Placing Shares will be governed by the terms of this
Announcement (including this Appendix);
2. acknowledges that no prospectus or offering document has been
or will be prepared in connection with the Placing and it has not
received and will not receive a prospectus or other offering
document in connection with the Bookbuilding Process, the Placing
or the Placing Shares;
3. agrees to indemnify on an after-tax basis and hold harmless
each of the Company, Arden, Arden Affiliates and 7digital
Affiliates and any person acting on their behalf from any and all
costs, losses, 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;
4. acknowledges that the Placing Shares will be admitted to
trading on AIM and the Company is therefore required to publish and
has published certain business and financial information in
accordance with the AIM Rules and MAR and other applicable laws and
regulations (the "Exchange Information"), which includes certain
business and financial and the Company's announcements and
circulars published in the past 12 months, and that the Placee is
able to obtain or access this Exchange Information without undue
difficulty and is aware of the contents of the Exchange
Information;
5. acknowledges that none of Arden, any Arden Affiliate or any
person acting on their behalf has provided, and will not provide,
it with any material or information regarding the Placing Shares or
the Company; nor has it requested any of Arden, nor any Arden
Affiliate nor any person acting on their behalf to provide it with
any such material or information;
6. acknowledges that (i) none of Arden or any Arden Affiliate or
any person acting on behalf of any of them is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and
that participation in the Placing is on the basis that it is not
and will not be a client of Arden and that Arden does not have any
duties or responsibilities to it (or any person acting on behalf of
a Placee) for providing the protections afforded to its clients or
for providing advice in relation to the Placing nor in respect of
any representations, warranties, agreements, 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, and (ii) neither it nor, as the case may be,
its clients expect Arden to have any duties or responsibilities to
it similar or comparable to the duties of "best execution" and
"suitability" imposed by the Conduct of Business Sourcebook
contained in the FCA's Handbook of Rules and Guidance, and that
Arden is not acting for it or its clients, and that Arden will not
be responsible to any person other than the Company for providing
protections afforded to its clients;
7. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that none of
Arden, nor any Arden Affiliate nor any person acting on their
behalf will be responsible for or shall have any liability for any
information, representation or statement relating to the Company
contained in this Announcement or any information previously
published by or on behalf of the Company and none of Arden, nor any
Arden Affiliate nor any person acting on their behalf will be
liable for any Placee's decision to participate in the Placing
based on any information, representation or statement contained in
this Announcement or otherwise. Each Placee further represents,
warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing
to subscribe for the Placing Shares is contained in this
Announcement, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares, and
that it has relied on its own investigation with respect to the
Placing Shares and the Company in connection with its decision to
subscribe for the Placing Shares and acknowledges that it is not
relying on any other information whatsoever and in particular it is
not relying on any investigation that Arden, any Arden Affiliate or
any person acting on their behalf may have conducted with respect
to the Placing Shares or the Company and none of such persons has
made any representations to it, express or implied, with respect
thereto;
8. acknowledges: (i) it has knowledge and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for the
Placing Shares; (ii) that it is experienced in investing in
securities of this nature and is aware that it may be required to
bear, and is able to bear, the economic risk of, and is able to
sustain, a complete loss in connection with the Placing; (iii) it
has had sufficient time to consider and conduct its own
investigation in connection with its subscription for the Placing
Shares, including all tax, legal and other economic considerations;
and (iv) it has relied upon its own examination of, and due
diligence on, the Company, and the terms of the Placing, including
the merits and risks involved;
9. unless paragraph 10 applies, represents and warrants that it
has neither received nor relied on any inside information for the
purposes of MAR and section 56 of the Criminal Justice Act 1993
(the "CJA") in relation to the Company or its participation in the
Placing;
10. it acknowledges and agrees that, if it has received any
inside information (for the purpose of MAR and section 56 of the
CJA) in relation to the Company and its securities in advance of
the Placing, it has consented to receive inside information for the
purposes of MAR and the CJA and it acknowledges that it was an
insider or a person who has received a market sounding for the
purpose of such legislation and it confirms that it has not: (a)
dealt (or attempted to deal) in the securities of the Company (or
cancelled or amended an order in relation thereto); (b) encouraged,
recommended or induced another person to deal in the securities of
the Company (or to cancel or amend an order in relation thereto);
(c) unlawfully disclosed inside information to any person, in each
case, prior to the information being made publicly available;
12. acknowledges that it is not entitled to rely on any
information (including, without limitation, any information
contained in any management presentation given in relation to the
Placing) other than that contained in this Announcement (including
this Appendix) and in any Exchange Information and represents and
warrants that it has not relied on any representations relating to
the Placing, the Placing Shares or the Company other than the
information contained in this Announcement or in any Exchange
Information;
13. acknowledges that: it has not relied on any information
relating to the Company contained in any research reports prepared
by Arden or any Arden Affiliate or any person acting on their
behalf and understands that (i) none of Arden, nor any Arden
Affiliate nor any person acting on their behalf has or shall have
any liability for any public information relating to the Company or
otherwise or any representation; (ii) none of Arden, nor any Arden
Affiliate, nor any person acting on their behalf has or shall have
any liability for any additional information that has otherwise
been made available to such Placee, whether at the date of
publication, the date of this Announcement or otherwise; and that
(iii) none of Arden, nor any Arden Affiliate, nor any person acting
on their behalf makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of such
information, whether at the date of publication, the date of this
Announcement or otherwise;
14. represents and warrants that (i) it is permitted to acquire
the Placing Shares for which it is subscribing under the laws and
regulations of all relevant jurisdictions which apply to it; (ii)
it has fully observed such laws and regulations and obtained all
such governmental and other guarantees and other consents and
authorities which may be required or necessary in connection with
its subscription for Placing Shares and its participation in the
Placing and has complied with all other necessary formalities in
connection therewith; (iii) it has all necessary capacity to commit
to participation in the Placing and to perform its obligations in
relation thereto and will honour such obligations; (iv) it has paid
any issue, transfer or other taxes due in connection with its
subscription for Placing Shares and its participation in the
Placing in any territory; and (v) it has not taken any action which
will or may result in the Company, Arden or any Arden Affiliate or
7digital Affiliate or any person acting on their behalf being in
breach of the legal and/or regulatory requirements of any territory
in connection with the Placing;
15. represents and warrants that it understands that the Placing
Shares have not been and will not be registered under the
Securities Act or under the securities laws of any state or other
jurisdiction of the United States and are not being offered or sold
within the United States, except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act;
16. represents and warrants that its acquisition of the Placing
Shares has been or will be made in an "offshore transaction" as
defined in and pursuant to Regulation S;
17. represents and warrants that it will not offer or sell,
directly or indirectly, any of the Placing Shares in the United
States except in accordance with Regulation S or pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act;
18. represents and warrants that, if it is a financial
intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation, the Placing Shares purchased 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" as defined in Article 2(e) of the Prospectus Regulation,
or in circumstances in which the prior consent of Arden has been
given to such an offer or resale;
19. represents and warrants 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 Regulation which do not result in
any requirement for the publication of a prospectus pursuant to
Article 3 of the Prospectus Regulation;
20. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the Financial
Services and Markets Act 2000 ("FSMA")) relating to the Placing
Shares in circumstances in which it is permitted to do so pursuant
to section 21 of FSMA;
21. represents and warrants that it has complied and will comply
with all applicable provisions of FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
22. represents and warrants that it has complied with its
obligations; under the CJA and MAR, and, in connection with the
laws of all relevant jurisdictions which apply to it, it has
complied, and will fully comply, with all such laws (including
where applicable, the Criminal Justice Act 1988, the Terrorism Act
2000, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds
of Crime Act 2002 (as amended), the Terrorism Act 2006, the
Counter-Terrorism Act 2008 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017) and, to the extent applicable, any related or
similar rules, regulations of any body having jurisdiction in
respect thereof and the Money Laundering Sourcebook of the FCA and
that it is not a person: (a) with whom transactions are prohibited
under the Foreign Corrupt Practices Act 1977 or any economic
sanction programmes administered by, or regulations promulgated by,
the Office of Foreign Assets Control of the U.S. Department of the
Treasury; (b) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or (c)
subject to financial sanctions imposed pursuant to a regulation of
the European Union or a regulation adopted by the United Nations
((i), (ii), (a) and (b), together, the "Regulations") and, if it is
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;
23. if in the United Kingdom, represents and warrants that: (a)
it is a person having professional experience in matters relating
to investments who falls within the definition of "investment
professionals" in Article 19(5) of the FPO, or (b) it is a person
who falls within Article 49(2) (a) to (d) ("High Net Worth
Companies, Unincorporated Associations etc") of the FPO, and (c) it
is a qualified investor as defined in Article 2(e) of the
Prospectus Regulation, and (d) it is person to whom this
Announcement may otherwise lawfully be communicated;
24. represents and warrants that its participation in the
Placing would not give rise to an offer being required to be made
by it or any person with whom it is acting in concert pursuant to
Rule 9 of the City Code on Takeovers and Mergers;
25. undertakes that it (and any person acting on its behalf)
will pay for the Placing Shares acquired by it in accordance with
this Announcement and with any trade confirmation sent by Arden (or
on its behalf) to it in respect of its allocation of Placing Shares
and its participation in the Placing on the due time and date set
out therein (or as otherwise notified by Arden) against delivery of
such Placing Shares to it, failing which the relevant Placing
Shares may be placed with other Placees or sold as Arden may, in
its absolute discretion, determine and it will remain liable for
any shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear any
stamp duty or stamp duty reserve tax (together with any interest or
penalties due pursuant to the terms set out or referred to in this
Announcement) which may arise upon the sale of such Placee's
Placing Shares on its behalf;
26. acknowledges that none of Arden, nor any Arden Affiliate nor
any person acting on their behalf is making any recommendations to
it or advising it regarding the suitability or merits of any
transaction it may enter into in connection with the Placing, and
acknowledges that none of Arden, nor any Arden Affiliate nor any
person acting on their behalf has any duties or responsibilities to
it for providing advice in relation to the Placing or in respect of
any representations, warranties, undertakings or indemnities
contained in the Placing Agreement or for the exercise or
performance of any of Arden's rights and obligations thereunder,
including any right to waive or vary any condition or exercise any
termination right contained therein;
27. undertakes that (i) the person whom it specifies for
registration as holder of the Placing Shares will be (a) the Placee
or (b) the Placee's nominee, as the case may be, (ii) neither Arden
nor the Company will be responsible for any liability to stamp duty
or stamp duty reserve tax resulting from a failure to observe this
requirement and (iii) the Placee and any person acting on its
behalf agrees to acquire the Placing Shares on the basis that the
Placing Shares will be allotted to the CREST stock account of Arden
which will hold them as settlement agent as nominee for the Placee
until settlement in accordance with its standing settlement
instructions with payment for the Placing Shares being made
simultaneously upon receipt of the Placing Shares in the Placee's
stock account on a delivery versus payment basis;
28. acknowledges that it irrevocably appoints any director of
Arden as its agent for the purposes of executing and delivering to
the Company and/or its registrars any documents on its behalf
necessary to enable the Placing Shares allocated to it and agreed
to be taken up by it under the Placing to be credited to the CREST
stock account it has specified or for it to be registered as the
holder of any of the Placing Shares allocated to it and agreed to
be taken up by it under the Placing;
29. represents and warrants that it is not a resident of any
Restricted Jurisdiction and acknowledges that the Placing Shares
have not been and will not be registered nor will a prospectus be
cleared or published in respect of the Placing Shares under the
securities legislation of any Restricted Jurisdiction and, subject
to certain exceptions, may not be offered, sold, taken up,
renounced, delivered or transferred, directly or indirectly, within
any Restricted Jurisdiction;
30. represents and warrants that any person who confirms to
Arden on behalf of a Placee an agreement to subscribe for Placing
Shares and/or who authorises Arden to notify the Placee's name to
the Company's registrar, has authority to do so on behalf of the
Placee;
31. acknowledges that the agreement to settle each Placee's
acquisition of Placing Shares (and/or the acquisition of a person
for whom it is contracting as agent) free of stamp duty and stamp
duty reserve tax depends on the settlement relating only to an
acquisition by it and/or such person direct from the Company of the
Placing Shares in question. Such agreement assumes that the Placing
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there were any such
arrangements, or the settlement related to other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor Arden will be
responsible. If this is the case, the Placee should take its own
advice and notify Arden accordingly;
32. acknowledges that when a Placee or any person acting on
behalf of the Placee is dealing with Arden, any money held in an
account with Arden 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 relevant rules and regulations of the FCA and
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 in accordance with the client money rules and will be
used by Arden in the course of its business; and the Placee will
rank only as a general creditor of Arden (as the case may be);
33. acknowledges and agrees that in order to ensure compliance
with the Criminal Justice Act 1988, the Terrorism Act 2000,
Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime
Act 2002 (as amended) the Terrorism Act 2006, the Counter-Terrorism
Act 2008 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017, and, to the
extent applicable, any related or similar rules, regulations of any
body having jurisdiction in respect thereof and the Money
Laundering Sourcebook of the FCA, Arden (for itself and as agent on
behalf of the Company) or the Company's registrars may, in their
absolute discretion, require verification of its identity. Pending
the provision to Arden or the Company's registrars, as applicable,
of evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at Arden's absolute discretion or,
where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at Arden's or the Company's
registrars', as the case may be, absolute discretion. If within a
reasonable time after a request for verification of identity Arden
(for itself and as agent on behalf of the Company) or the Company's
registrars have not received evidence satisfactory to them, Arden
and/or the Company may, at its absolute discretion, terminate its
commitment in respect of the Placing, in which event the monies
payable on acceptance of allotment will, if already paid, be
returned without interest to the account of the drawee's bank from
which they were originally debited;
34. acknowledges and understands that the Company, Arden, and
others will rely upon the truth and accuracy of the foregoing
representations, warranties, agreements, undertakings and
acknowledgements;
35. acknowledges that the basis of allocation will be determined
by Arden at its absolute discretion and that the right is reserved
to reject in whole or in part and/or scale back any participation
in the Placing;
36. irrevocably authorises the Company and Arden to produce this
Announcement pursuant to, in connection with, or as maybe required
by any applicable law or regulation, administrative or legal
proceeding or official inquiry with respect to the matters set
forth herein;
37. acknowledges and agrees that its commitment to subscribe for
Placing Shares on the terms and conditions set out herein will
continue notwithstanding any amendment that may in future be made
to the terms of the Placing and that Placees will have no right to
be consulted or require that their consent be obtained with respect
to the Company's or Arden's conduct of the Placing;
38. acknowledges and agrees that time is of the essence as
regards its obligations under this Appendix;
39. acknowledges and agrees that 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 Arden;
40. acknowledges and agrees that it will be bound by the terms of the Articles; and
41. acknowledges and agrees that these terms and conditions in
this Appendix and all documents into which this Appendix is
incorporated by reference or otherwise validly forms a part and/or
any agreements entered into pursuant to these terms and conditions
and all agreements to acquire Placing Shares pursuant to the
Placing and any non-contractual obligations arising out of or in
connection with such agreements will be governed by and construed
in accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the courts of England and
Wales in relation to any claim, dispute or matter arising out of or
in connection with any such agreements and any non-contractual
obligations arising out of or in connection with such agreements,
except that enforcement proceedings in respect of the obligation to
make payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or Arden in any
jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange.
The acknowledgements, agreements, undertakings, representations
and warranties referred to above are given to each of the Company
and Arden (for their own benefit and, where relevant, the benefit
of any Arden Affiliate or 7digital Affiliate and any person acting
on their behalf) and are irrevocable.
No claim shall be made against the Company, Arden, any Arden
Affiliate, any 7digital Affiliate, or any other person acting on
behalf of any of such persons by a Placee to recover any damage,
cost, loss, charge or expense which it may suffer or incur by
reason of or arising from or in connection with the performance of
its obligations hereunder or otherwise howsoever in connection with
the Placing or Admission, to the extent permitted under English
law.
No UK stamp duty or stamp duty reserve tax should be payable to
the extent that the Placing Shares are issued or transferred (as
the case may be) 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.
Any arrangements to issue or transfer the Placing Shares into a
depositary receipts system or a clearance service or to hold the
Placing Shares as agent or nominee of a person to whom a depositary
receipt may be issued or who will hold the Placing Shares in a
clearance service, or any arrangements subsequently to transfer the
Placing Shares, may give rise to stamp duty and/or stamp duty
reserve tax, for which neither the Company nor Arden 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 stamp duty or
stamp duty reserve tax undertakes to pay such stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and Arden in the event that any of
the Company or any 7digital Affiliate or Arden or any Arden
Affiliate has incurred any such liability to stamp duty or stamp
duty reserve tax.
In addition, Placees should note that they will be liable for
any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the UK by them or any other person on the
acquisition by them of any Placing Shares or the agreement by them
to acquire any Placing Shares.
References to time in this Announcement are to London time,
unless otherwise stated. All times and dates in this Announcement
may be subject to amendment. Arden shall notify the Placees and any
person acting on behalf of the Placees of any such changes.
This Announcement has been issued by the Company and is the sole
responsibility of the Company.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Arden or any Arden Affiliate may, at
their absolute discretion, agree to become a Placee in respect of
some or all of the Placing Shares.
The rights and remedies of Arden 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 or partial exercise of one will not prevent the
exercise of others.
Each Placee may be asked to disclose in writing or orally to
Arden and, if so, undertakes to provide:
1 if he is an individual, his nationality;
2 if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned; and
3 such other "know your client" information as Arden may reasonably request.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
DEFINITIONS
The following definitions apply throughout this document, unless
the context requires otherwise:
Admission admission of the New Ordinary Shares
of the Company to trading on AIM
becoming effective in accordance
with Rule 6 of the AIM Rules
AIM the market of that name operated
by the London Stock Exchange
AIM Rules the AIM Rules for Companies and
the AIM Rules for Nominated Advisers
published by the London Stock Exchange
from time to time
AIM Rules for Companies the rules for companies whose securities
are admitted to trading on AIM published
by the London Stock Exchange as
amended from time to time
AIM Rules for Nominated Advisers the rules for nominated advisers
to companies whose securities are
admitted to trading on AIM published
by the London Stock Exchange as
amended from time to time
Arden or Arden Partners Arden Partners plc, the Company's
nominated adviser and broker
Arden Affiliate any subsidiary of Arden, any branch
or associated undertaking of Arden,
any entity controlled by Arden (control
for these purposes meaning the power
to direct or cause the direction
of the management, policies or activities
of a person, whether through the
ownership of securities, by contract
or agency or otherwise) or any of
their respective directors, officers,
employees, agents or advisers
Articles the articles of association of the
Company
Board the board of directors of the Company
from time to time
Bookbuilding Process the accelerated bookbuild process
run by Arden to determine demand
for participation in the Placing
by potential Placees at the Issue
Price
CA 2006 the Companies Act 2006, as amended
City Code The City Code on Takeovers and Mergers
Company or 7digital 7digital Group plc, incorporated
and registered in England and Wales
(with registration number 03958483),
whose registered office is at 69
Wilson Street, London, EC2A 2BB
CREST the computerised settlement system
(as defined in the CREST Regulations)
operated by Euroclear which facilitates
the holding and transfer of title
to shares in uncertificated form
CREST Regulations the Uncertificated Securities Regulations
2001 (SI 2001 No. 2001/3755) and
any modification thereof or any
regulations in substitution thereof
for the time being in force
Directors the directors of the Company as
at the date of this announcement
Euroclear Euroclear UK & Ireland Limited,
a company incorporated in England
and Wales and the operator of CREST
FCA the Financial Conduct Authority
of the United Kingdom
FPO the Financial Services and Markets
Act 2000 (Financial Promotion) Order
2005
FSMA the Financial Services and Markets
Act 2000, as amended
Group the Company and its subsidiaries
from time to time
Issue Price 0.2 pence per New Ordinary Share
London Stock Exchange London Stock Exchange plc
MAR the Market Abuse Regulation (EU)
No 596/2014 and all delegated regulations,
technical statements and guidance
relating thereto
New Ordinary Shares the Placing Shares
Ordinary Shares ordinary shares of 0.01p each in
the capital of the Company
Placees subscribers for Placing Shares pursuant
to the Bookbuilding Process
Placing the proposed placing to institutional
investors of new Ordinary Shares
by Arden on behalf of the Company
pursuant to the Bookbuilding Process
Placing Agreement the agreement dated 25 September
between the Company and Arden relating
to the Placing
Placing Shares the number of new Ordinary Shares
to be issued by the Company at the
Issue Price pursuant to the Placing
with the actual number set out in
the Placing Results Announcement
Prospectus Regulation EU Prospectus Regulation 2017/1129
Prospectus Rules the Prospectus Regulation Rules
(in accordance with section 73A(3)
of FSMA) of the FCA
Qualified Investors as defined in Article 2(e) of the
Prospectus Regulation
Regulatory Information Service has the same meaning as in the AIM
Rules
Restricted Jurisdiction each and any of the United States
of America, Australia, Canada, Japan,
New Zealand, Russia and the Republic
of South Africa
Securities Act the US Securities Act of 1933, as
amended
Shareholders or member holders of existing Ordinary Shares
in the Company
Subscribers subscribers for the Subscription
Shares
Subscription the subscription by certain individuals
for 937,900,000 Ordinary Shares
arranged by the Company pursuant
to the Subscription Agreements,
announced on 20 September 2019
Subscription Agreements the agreements between the Company
and the Subscribers relating to
the Subscription
Subscription Shares 937,900,000 new Ordinary Shares
to be issued by the Company at the
Issue Price pursuant to the Subscription
subsidiary and subsidiary have the meanings given to them
undertaking by CA 2006
UK or United Kingdom the United Kingdom of Great Britain
and Northern Ireland
UK Relevant Persons persons in the UK, who have professional
experience in matters relating to
investments, being investment professionals
as defined in Article 19(5) of the
FPO, or are high net worth companies
as defined in Article 49(2) of the
FPO
uncertificated or in uncertificated recorded on the relevant register
form of the share or security concerned
as being held in uncertificated
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 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
IOELZLLLKKFLBBZ
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September 25, 2019 02:01 ET (06:01 GMT)
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