TIDMIMTK
RNS Number : 6714H
Imaginatik PLC
09 June 2017
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, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN IMAGINATIK PLC OR ANY OTHER ENTITY
IN ANY JURISDICTION.
Imaginatik plc
("Imaginatik", the "Company" or together with its subsidiaries
the "Group")
Proposed Placing to raise up to GBP1.4 million and Open Offer to
raise up to GBP0.5 million
Placing
Imaginatik plc (AIM: IMTK.L), the innovation company, announces
a proposed fundraising of up to GBP1.4 million, by way of the
conditional placing ("Placing") of up to 68,731,445 ordinary shares
of 1 penny each ("Placing Shares") at a price of 2 pence per
Placing Share (the "Placing Price") with existing institutional and
other investors. The Placing Shares will rank pari passu in all
other respects with the Company's existing issued ordinary
shares.
The Placing Shares will be offered by way of an accelerated
bookbuild ("Bookbuild"), which will be launched immediately
following this announcement. finnCap Ltd ("finnCap") will be acting
as sole bookrunner in connection with the Bookbuild.
The Placing is subject to the terms and conditions set out in
the appendix (the "Appendix") to this announcement (which forms
part of this announcement and this announcement and the Appendix
together being, this "Announcement"). The Placing is not
underwritten.
Open Offer
In addition to the Placing, Qualifying Shareholders will be
given the opportunity to subscribe for up to 25,304,766 ordinary
shares of 1 penny each ("Ordinary Shares") also at a price of 2
pence per Ordinary Share through an open offer (the "Open Offer")
to raise up to approximately GBP0.5 million. The Open Offer is not
underwritten.
General Meeting
The proposed Placing and Open Offer (together the "Fundraising")
is subject to the passing of certain resolutions at the general
meeting of the Company (the "General Meeting"). A circular
containing notice of the General Meeting is expected to be posted
to Shareholders shortly. Further information explaining why the
Board considers the Fundraising to be in the best interests of the
Company and its Shareholders as a whole and why the Directors
unanimously recommend that Shareholders vote in favour of the
resolutions to be proposed at the General Meeting is set out
below.
It is expected that the implementation of the proposed Placing
will commence immediately following this announcement and a further
announcement will be made to confirm its completion in due
course.
In support of the Company's proposals, Matt Cooper, Shawn Taylor
and Ralph Welborn have indicated their intention to participate in
the Placing in respect of a total of up to 10,882,163 Placing
Shares.
Simon Charles has indicated that he will take up 100% of his
entitlement under the Open Offer.
Use of Proceeds
The aggregated gross proceeds of the Fundraising are expected to
be approximately GBP1.9million (assuming maximum take up under the
Open Offer). A proportion of the net proceeds will be invested in
sales and marketing for the Company's partnership channels. The
Company has been developing its partnership channels providing the
technology platform and consultancy services to both the partner
and to the partner's customer base as part of a jointly developed
innovation offering. For this the Company receives subscription
revenues and consulting fees and will also be entitled to receive
success-based fees based on the total contract value of the joint
offering. The Company will also use the proceeds to invest in both
new and existing technology. The focus on existing technology will
be to: improve reporting; mobile enablement; and user experience.
Spend on new product development will be primarily focussed on
further enhancing the analytical tools. The balance of the net
proceeds will provide additional working capital to help reduce the
seasonality in the sales pipeline and protect strategic options as
the market evolves. The Directors believe that the Open Offer is
the most equitable and efficient method to allow as many
Shareholders to participate in the Company's future as
possible.
Current Status
The Company is one of the leading global providers of innovation
technology, consulting and advisory services. The Directors believe
that it is clear that those companies that have innovation as part
of their corporate DNA give themselves the opportunity to thrive in
the business world whilst those companies that are less innovative
find it increasingly difficult to compete and to thrive. That
message is now being heard and understood.
The management of the Company believe that there is a
significant opportunity that is ready to be seized, with the
innovation market expanding, a growing spend on innovation and new
buyers entering the market. Management believe these buyers are now
more senior than previously seen, with access to larger budgets.
These are senior people who recognise that having an embedded
innovation competence within their organisations is critical to
corporate success; however the great majority are still unclear on
what they need to do in order to and instil an innovation
capability. This is our opportunity.
Over the last few years the Company has continued to refine its
suite of offerings in order to better address the market it serves.
The Company has three main offerings;
a) Innovation strategy advisory
This involves advisory consulting to help senior executives
build and develop their corporate innovation programs, such
programs of work typically last one to three months.
b) Innovation capability building
This type of consulting is more operational in nature involving
the Company providing workshops, training, facilitation and
innovation management services in support of a client's ongoing
program. These activities are frequently project based with
delivery taking place over a few months, but may also be embedded
within annual contracts sitting alongside a technology
purchase.
c) Innovation software platform
The Company provides an enterprise innovation software platform
that enables large global organisations to scale innovation
practices across the enterprise in a repeatable way. This is
usually deployed as annual or multi-year software as a service
("SaaS") contracts.
The Company is the market leader in the space, offering the most
complete innovation solution. In 2016 it was described by a leading
independent technology and market research company as having the
"most comprehensive innovation management solution". The report
also ranked Imaginatik above all other market competitors in terms
of its current suite of offerings as well as its strategy.
Client Base
In the last year the Company has added a further 15 clients to
the list, with 11 in the US and 4 in Europe. The new additions in
the US include two global healthcare companies, one of the world's
largest human resource consulting firms, and several US based
global financial services companies. Those in Europe include a
multi-national pharmaceutical company as well as a new oil and gas
research organisation.
Recent Company Developments
In the last year the Company has invested in a number of new
personnel, mostly in the US, spanning both technology development
and software sales. The Company appointed David Boghossian as
General Manager, Software in November 2016. David is based in
Boston and has a remit to be the interface between our technology
and sales activities, as well as assisting all of the sales team
with their sales pursuits. David is a Harvard graduate with over 25
years' experience in running technology businesses. The Company
also appointed Kai Chuang as its Boston based Chief Technology
Officer. Kai has more than 20 years' experience in creating digital
technology solutions and has previously worked at Accenture and
Google.
The Company has progressed its technology roadmap with a future
focus to be on further enhancing the analytic tools for use within
the innovation central technology platform as well as a series a
series of playbooks to enable clients to make better use of the
technology.
The Company has spent a great deal of time in the second half of
the financial year developing a series of partnerships with
re-sellers of the Company's technology and associated consulting
services.
Financial Review
The following is based on the unaudited accounts of the Company
for the year ended 31 March 2017 and the trading update issued to
the market on 25 April 2017.
The Company had an improved year of trading with results broadly
in line with market expectations, with annual losses falling to
cGBP0.55m on recognised revenues of approximately GBP3.9m
(2016:GBP3.9m). The Company reports that it had 15 new client wins
in the period, with 11 occurring in the second half of the
financial year as sales momentum started to build. Customer churn
was higher in the current year than had been seen in the past, with
76% of available renewals by value being converted. More recently
this renewal rate was far higher at approximately 90%. The higher
churn in the year to 31 March 2017 was the result of the loss of
two clients in the main, the first loss was the result of the
client being acquired, an event that resulted in the loss of the
entire innovation team. The second client underwent cost reductions
resulting in the loss of their innovation programme.
The Board is encouraged by the development of the sales
pipeline, which has grown significantly in the second half of the
financial year as opportunities arising from the growing market for
our technology and services as well as the newly developed
partnership channels is starting to become more evident.
Outlook
The Company will look to add further US based sales and
consulting resources to take full advantage of the sales
opportunities afforded by the developing partnerships and growing
innovation market as a whole. The Company also intends to maintain
its focus on adding to its existing technology products and
consulting deliverables in order to grow its client base and
maintain its leading position in the market.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR").
For further information please contact:
Imaginatik plc Tel: 01329
243 243
Matt Cooper Non-Executive Chairman
Ralph Welborn, CEO
Shawn Taylor, CFO
finnCap Ltd Tel: 020 7220
0500
Jonny Franklin-Adams/Giles Rolls,
corporate finance
Camille Gochez, corporate broking
Alma PR Tel: 020 8004
4218
Hilary Buchanan
Robyn Fisher
About Imaginatik
Imaginatik provides a range of innovation solutions comprised of
consultancy, enterprise software and program management to deliver
innovation results to companies such as Exxon Mobil, Altria, Shell,
Goodyear, the Yorkshire Building Society, Caterpillar, AECOM,
Novartis and Cargill. Few companies possess the internal capability
to consistently generate fresh ideas, identify those worth pursuing
and reliably transform them into real, value-enhancing assets.
Imaginatik's mission is to help these companies build sustainable
innovation competencies. In 2016 Forrester Research found that
"Imaginatik has the most comprehensive innovation management
solution," providing excellent industry recognition of Imaginatik's
full-service innovation offering, combining both technology and
consultancy services.
Imaginatik is a public company whose shares are traded on the
AIM market of the London Stock Exchange (LSE: IMTK.L) with offices
in Boston, MA, and Fareham, UK. For more information visit
www.imaginatik.com.
Forward-looking statements
This announcement contains statements about Imaginatik that are
or may be deemed to be "forward-looking statements".
All statements, other than statements of historical facts,
included in this announcement may be forward-looking statements.
Without limitation, any statements preceded or followed by, or that
include, the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "should", "anticipates",
"estimates", "projects", "would", "could", "continue" or words or
terms of similar substance or the negative thereof, are
forward-looking statements. Forward-looking statements include,
without limitation, statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects and (ii) business and
management strategies and the expansion and growth of the
operations of Imaginatik.
These forward-looking statements are not guarantees of future
performance. These forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which
each will operate in the future. Investors should not place undue
reliance on such forward-looking statements and, save as is
required by law or regulation (including to meet the requirements
of the AIM Rules, the Prospectus Rules and/or the FSMA), Imaginatik
does not undertake any obligation to update publicly or revise any
forward-looking statements (including to reflect any change in
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based).
All subsequent oral or written forward-looking statements
attributed to Imaginatik or any persons acting on their behalf are
expressly qualified in their entirety by the cautionary statement
above. All forward-looking statements contained in this
announcement are based on information available to the Directors of
Imaginatik at the date of this announcement, unless some other time
is specified in relation to them, and the posting or receipt of
this announcement shall not give rise to any implication that there
has been no change in the facts set forth herein since such
date.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for the Open 6.00 p.m. on 8 June
Offer 2017
Announcement of the Fundraising 9 June 2017
Application Forms and Circular 9 June 2017
posted to Qualifying Shareholders
Ex entitlement date for 8.00 a.m. on 12 June
the Open Offer 2017
Entitlements credited to 13 June 2017
accounts of Qualifying CREST
Shareholders
Latest time and date for 5.00 p.m. on 22 June
receipt of Forms of Proxy 2017
for use at the General Meeting
Recommended latest time 4.30 p.m. on 23 June
for requesting withdrawal 2017
of Open Offer Entitlements
and from CREST
General Meeting 5.00 p.m. on 26 June
2017
Latest time for depositing 3.00 p.m. on 27 June
Open Offer Entitlements 2017
in CREST
Placing Admission effective 8.00 a.m. 28 June 2017
and trading expected to
commence in the Placing
Shares
CREST members' accounts as soon as possible
credited in respect of Placing after
Shares in uncertificated 8.00 a.m. on 28 June
form 2017
Latest time and date for 3.00 p.m. on 28 June
splitting of Application 2017
Forms (to satisfy bona fide
market claims only)
Latest time and date for 11.00 a.m. on 30 June
receipt of completed Application 2017
Forms, and payment in full
under the Open Offer and
settlement of relevant CREST
instructions (as appropriate)
Share certificates in respect 3 July 2017
of Placing Shares expected
to be dispatched by no later
than
Result of Open Offer announced by 3 July 2017
Open Offer Admission effective 8.00 a.m. 4 July 2017
and trading expected to
commence in the Accepted
Offer Shares
CREST members' accounts as soon as possible
credited in respect of Accepted after
Offer Shares in uncertificated 8.00 a.m. on 4 July
form 2017
Share certificates in respect
of Accepted Offer Shares 13 July 2017
expected to be dispatched
by no later than
The times and dates set out in the expected timetable of
principal events above and mentioned throughout this document and
in the Application Form may be adjusted by the Company, in which
event the details will be notified to the London Stock Exchange
and, where appropriate, to Shareholder.
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY
1. Introduction
All information in this Appendix, including the terms and
conditions of the Placing in this Appendix, is directed only at
persons ("FSMA Qualified Investors") who are both "qualified
investors" as referred to at section 86(7) of the Financial
Services and Markets Act 2000 ("FSMA") and are persons at or to
whom any private communication relating to the Company that is a
"financial promotion" (as such term is used in relation to FSMA)
may lawfully be issued, directed or otherwise communicated without
the need for it to be approved, made or directed by an "authorised
person" as referred to in FSMA.
In this Appendix:
(a) "Accepted Offer Shares" the Offer Shares in respect of which
valid applications are received;
(b) "Appendix" this appendix to the Impact Announcement;
(c) "Application Form" the application form to be used by
Qualifying Shareholders in connection with the Open Offer;
(d) "Existing Ordinary Shares" the 151,828,597 Ordinary Shares
in issue at the date of this document, all of which are admitted to
trading on AIM;
(e) "finnCap" means finnCap Limited;
(f) "Form of Proxy" the form of proxy accompanying this document
for use at the General Meeting;
(g) "Group" means the group comprising the Company and its subsidiary undertakings;
(h) "Impact Announcement" means the Company's regulatory
announcement of the proposed Placing to which these terms and
conditions are the Appendix;
(i) "Offer Admission" or "Open Offer Admission" admission of the
Offer Shares to trading on AIM becoming effective in accordance
with the AIM Rules;
(j) "Open Offer Entitlements" entitlements to subscribe for
Offer Shares, allocated to a Qualifying Shareholder pursuant to the
Open Offer;
(k) "Ordinary Shares" ordinary shares of 1 penny each in the capital of the Company
(l) "Placee" means any person who is or becomes committed on a
conditional basis to subscribe for Placing Shares under the
Placing;
(m) "Placing Admission" means the admission of the Placing Shares to trading on AIM;
(n) "Placing Agreement" means the conditional placing agreement
relating to the Placing entered into between the Company and
finnCap;
(o) "Placing Price" means 2 pence per Placing Share;
(p) "Placing Shares" means up to 68,731,445 new Ordinary Shares;
(q) "Prospectus Rules" means (as defined in section 73A(4) of
the Financial Services and Markets Act 2000) rules expressed to
relate to transferable securities;
(r) "Qualifying CREST Shareholders" holders of Existing Ordinary
Shares held in CREST at the Record Date;
(s) "Qualifying Shareholders" holders of Existing Ordinary Shares at the Record Date;
(t) "Record Date" the record date for the Open Offer being 6.00
p.m. on 8 June 2017; and
(u) terms defined in the Impact Announcement have the same
meanings in this Appendix, unless the context requires
otherwise.
2. Placing
finnCap is acting as the Company's agent in respect of the
Placing. finnCap shall determine the extent of each Placee's
participation in the Placing, which will not necessarily be the
same for each Placee. No commissions will be paid to or by Placees
in respect of their agreement to subscribe for any Placing
Shares.
Each Placee will be required to pay to finnCap, on the Company's
behalf as agent, the Placing Price as the subscription sum for each
Placing Share that it is required to subscribe for in accordance
with the terms set out in or referred to in this Appendix. Each
Placee's obligation to subscribe and pay for Placing Shares under
the Placing will be owed to each of the Company and finnCap. Each
Placee will be deemed to have read this Appendix in its entirety.
finnCap will have no liability (subject to applicable legislation
and regulations) to Placees or to any person other than the Company
in respect of the Placing.
Various dates referred to in 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
Placing Admission is 28 June 2017 and, in any event, the latest
date for Placing Admission is 18 July 2017 ("the Long Stop
Date").
Placees' commitments in respect of Placing Shares will be made
solely on the basis of the information contained in this Appendix
and on the terms contained in it. No admission document for the
purposes of the AIM Rules for Companies, or prospectus, is required
to be published, or has been or shall be published, in relation to
the Placing or the Placing Shares.
3. Participation and settlement
Participation in the Placing is only available to persons who
are invited to participate in it by finnCap.
A Placee's commitment to subscribe for a fixed number of Placing
Shares under the Placing will be agreed orally (or, if agreed
previously, may be confirmed orally) with finnCap. Such agreement
will constitute a legally binding commitment on such Placee's part
to subscribe for that number of Placing Shares at the Placing Price
on the terms and subject to the conditions set out or referred to
in this Appendix and subject to the Company's constitution. After
such agreement is entered into a written confirmation will be
dispatched to the Placee by finnCap stating (i) the number of
Placing Shares for which such Placee has agreed to subscribe, (ii)
the aggregate amount such Placee will be required to pay for those
Placing Shares, (iii) relevant settlement information and (iv)
settlement instructions. A settlement instruction form will
accompany each written confirmation and, on receipt, should be
completed and returned by the date and time stated in it.
Settlement of transactions in the Placing Shares will take place
within the CREST system, subject to certain exceptions, on a
"delivery versus payment" (or "DVP") basis. finnCap reserves the
right to require settlement for and/or delivery to any Placee of
any Placing Shares by such other means as it may deem appropriate
if delivery or settlement is not possible or practicable within the
CREST system within the timetable set out in this Appendix or the
Impact Announcement.
A Placee whose Placing Shares are to be delivered to a custodian
or settlement agent should ensure that the written confirmation is
copied and delivered promptly to the appropriate person within that
organisation.
4. Placing Agreement
finnCap have entered into the Placing Agreement with the Company
under which finnCap has agreed on a conditional basis to use its
reasonable endeavours as the Company's agent to procure subscribers
at the Placing Price for all Placing Shares.
5. Placing conditions
The Placing is conditional on (i) the passing of certain
resolutions at the General Meeting, (ii) finnCap's obligations
under the Placing Agreement not being terminated in accordance with
its terms, (iii) Placing Admission taking place by the relevant
time and date to be stated in the Impact Announcement. finnCap may
extend the time and/or date for the fulfilment of any of the
conditions referred to above to a time no later than 5.00 p.m. on
the Long Stop Date. If any such condition is not fulfilled (and, if
capable of waiver under the Placing Agreement, is not waived
finnCap) 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.
finnCap's obligations under the Placing Agreement may be
terminated by finnCap at any time prior to Placing Admission in
certain circumstances including, among other things, following a
material breach of the Placing Agreement by the Company and/or the
occurrence of certain force majeure events. 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
finnCap whether or not to extend the time for satisfaction of any
condition in the Placing Agreement will be within finnCap's
absolute discretion (as is the exercise of any right or power of
finnCap that is referred to in this Appendix). finnCap will have no
liability to any Placee or to anyone else in respect of any such
termination, waiver or extension or any decision to exercise or not
to exercise any such right of termination, waiver or extension in
respect of the Placing Agreement.
The Placing is not conditional upon the Open Offer proceeding of
Open Offer Admission occurring.
6. Placees' warranties and undertakings to the Company and finnCap
By agreeing with finnCap, as agent of the Company, to subscribe
for Placing Shares under the Placing, a Placee (and any person
acting on a Placee's behalf) will irrevocably acknowledge and
confirm and warrant and undertake to, and agree with, each of the
Company and finnCap, in each case as a fundamental term of such
Placee's application for Placing Shares and of the Company's
obligation to allot and/or issue any Placing Shares to it or at its
direction, that:
(a) it agrees to and accepts all the terms set out in this Appendix;
(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) the Impact Announcement, which has been issued by the
Company, is within the sole responsibility of the Company;
(d) it has not been, and will not be, given any warranty or
representation in relation to the Placing Shares or the Company or
any other member of the Group in connection with the Placing, other
than (i) by the Company as included in the Impact Announcement, and
(ii) by the Company to the effect that at the time that the Placee
enters into a legally binding commitment to subscribe for Placing
Shares pursuant to the Placing the Company will not then be in
breach of its obligations under the London Stock's Exchange's AIM
Rules for Companies or under the EU Market Abuse Regulation
(596/2014) to disclose publicly in the correct manner all such
information as is then required to be so disclosed by the
Company;
(e) it has not relied on any representation or warranty in
reaching its decision to subscribe for Placing Shares under the
Placing, save as given or made by the Company as referred to in the
previous paragraph;
(f) it is not a client of finnCap in relation to the Placing and
finnCap is not acting for it in connection with the Placing and
will not be responsible to it in respect of the Placing for
providing protections afforded to finnCap's clients;
(g) it has not been, and will not be, given any warranty or
representation by finnCap in relation to any Placing Shares, the
Company or any other member of the Group and finnCap will have no
liability to it for any information contained in this Appendix or
which has otherwise been published by the Company or for any
decision by it to participate in the Placing based on any such
information or on any other information provided to it;
(h) it will pay the full subscription sum at the Placing Price
as and when required in respect of all Placing Shares for which it
is required to subscribe under its Placing participation and will
do all things necessary on its part to ensure that payment for such
Placing 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 in place with finnCap or puts in place with
finnCap;
(i) it is permitted to subscribe for 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 Anti-Terrorism, Crime and Security Act 2001,
the Proceeds of Crime Act 2002 and the Money Laundering Regulations
2007) and has obtained all governmental and other consents (if any)
which may be required for the purpose of, or as a consequence of,
such subscription, and it will provide promptly to finnCap such
evidence, if any, as to the identity or location or legal status of
any person which finnCap 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 finnCap 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 finnCap may decide;
(j) it has complied and will comply with all applicable
provisions of the 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;
(k) it is a FSMA Qualified Investor;
(l) it is acting as principal only in respect of the Placing or,
if it is acting for any other person (i) it is duly authorised to
do so, (ii) it is and will remain liable to the Company and/or
finnCap for the performance of all its obligations as a Placee in
respect of the Placing (regardless of the fact that it is acting
for another person), (iii) it is both an "authorised person" for
the purposes of FSMA and a "qualified investor" as defined at
Article 2.1(e)(i) of Directive 2003/71/EC (known as the Prospectus
Directive) acting as agent for such person, and (iv) such person is
either (1) a FSMA 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;
(m) 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 Ordinary Shares in accordance
with FSMA or the Prospectus Rules or in accordance with any other
laws applicable in any part of the European Union or the European
Economic Area;
(n) it will not treat any Placing Shares in any manner that
would contravene any legislation applicable in any territory or
jurisdiction and no aspect of its participation in the Placing will
contravene any legislation applicable in any territory or
jurisdiction in any respect or cause the Company and/or finnCap to
contravene any such legislation in any respect;
(o) (in this paragraph "US person" and other applicable terms
have the meanings that they have in Regulation S made under the US
Securities Act of 1933, as amended) (i) none of the Placing Shares
have been or will be registered under that Act or under the
securities laws of any State of or other jurisdiction within the
United States, (ii) subject to certain exceptions, Placing Shares
may not be offered or sold, resold, or delivered, directly or
indirectly, into or within the United States or to, or for the
account or benefit of, any US person, (iii) it is (unless otherwise
expressly agreed with finnCap) neither within the United States nor
a US person, (iv) it has not offered, sold or delivered and will
not offer sell or deliver any of the Placing Shares to persons
within the United States, directly or indirectly, (v) neither it,
its affiliates, nor any persons acting on its behalf, has engaged
or will engage in any directed selling efforts with respect to the
Placing Shares, (vi) it will not be subscribing Placing Shares with
a view to resale in or into the United States, and (vii) it will
not distribute the Impact Announcement or any offering material
relating to Placing Shares, directly or indirectly, in or into the
United States or to any persons resident in the United States;
(p) finnCap may itself agree to become a Placee in respect of
some or all of the Placing Shares;
(q) time is of essence as regards its obligations under this Appendix;
(r) this Appendix and any contract which may be entered into
between it and finnCap and/or the Company pursuant to this Appendix
or the Placing, and all non-contractual obligations arising between
the Placee and/or finnCap and/or the Company in respect of the
Placing, will be governed by and construed in accordance with the
laws of England, for which purpose it submits (for itself and on
behalf of any person on whose behalf it is acting) to the exclusive
jurisdiction of the English courts as regards any claim, dispute,
or matter arising out of or relating to this Appendix or such
contract, except that each of the Company and finnCap will have the
right to bring enforcement proceedings in respect of any judgment
obtained against such Placee in the English courts or in the courts
of any other relevant jurisdiction;
(s) each right or remedy of the Company or finnCap provided for
in this Appendix is in addition to any other right or remedy which
is available to such person and the exercise of any such right or
remedy in whole or in part will not preclude the subsequent
exercise of any such right or remedy;
(t) 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 finnCap;
(u) nothing in this Appendix will exclude any liability of any
person for fraud on its part, and all times and dates in this
Appendix are subject to amendment at the discretion of finnCap
except that in no circumstances will the date scheduled for Placing
Admission be later than the Long Stop Date; and
(v) none of its rights or obligations in respect of the Placing
is conditional on any other person agreeing to subscribe for 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.
7. Payment default
A Placee's entitlement to receive any Placing Shares under the
Placing will be conditional on finnCap's receipt of payment in full
for the relevant Placing Shares by the relevant time to be stated
in the written confirmation referred to above, or by such later
time and date as finnCap may determine, and otherwise in accordance
with that confirmation's terms. finnCap may waive this condition,
and will not be liable to any Placee for any decision to waive it
or not.
If any Placee fails to make such payment by the required time
for any Placing Shares (1) the Company may release itself, and (if
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 constitution or by law and to the extent that
such Placee then has any interest in or rights in respect of any
such shares, (3) the Company or, as applicable, finnCap 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 or, where applicable, finnCap (i) any amount up to the
total amount due to it as, or in respect of, subscription monies,
or as interest on such monies, for any Placing Shares and (ii) 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
finnCap for the full amount of any losses and of any costs which it
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 are actually obtained for such sale by
or for it. Interest may be charged in respect of payments not
received by finnCap for value by the required time referred to
above at the rate of two percentage points above the base rate of
National Westminster Bank plc.
8. Overseas jurisdictions
The distribution of the Impact Announcement and the offering
and/or issue of shares pursuant to the Placing in certain
jurisdictions is restricted by law. Persons who seek to participate
in the Placing must inform themselves about and observe any such
restrictions. In particular, the Impact Announcement does not
constitute or form part of any offer or invitation, or a
solicitation of any offer or invitation, to subscribe for or
acquire or sell or purchase or otherwise deal in Ordinary Shares in
the United States, Canada, Japan or Australia or in any other
jurisdiction in which any such offer, invitation or solicitation is
or would be unlawful. The Placing Shares have not been and will not
be registered under the US Securities Act of 1933, as amended or
under the securities laws of any State of or other jurisdiction
within the United States, and, subject to certain exceptions, may
not be offered or sold, resold or delivered, directly or
indirectly, in or into the United States, or to, or for the
account or benefit of, any US persons (as defined in Regulation
S under that Act). No public offering of the Placing Shares is
being or will be made in the United States.
9. Placing Shares
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing issued
Ordinary Shares.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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June 09, 2017 05:54 ET (09:54 GMT)
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