TIDMAFHP TIDMTTM
RNS Number : 5119W
AFH Financial Group Plc
15 November 2017
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE
THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
15 November 2017
AFH FINANCIAL GROUP PLC
("AFH" or the "Company")
Proposed Placing
AFH Financial Group plc, a leading financial planning led
investment management firm, today announces that it proposes to
raise gross proceeds of GBP15.0 million through the placing
("Placing") by way of an accelerated bookbuild of new ordinary
shares in the capital of the Company ("Ordinary Shares") at a price
of 250 pence per new Ordinary Share (the "Placing Price").
Summary of the Placing
-- Placing to raise gross proceeds of GBP15.0 million for the
Company at 250 pence per new Ordinary Share, subject to shareholder
approval at the General Meeting
-- Net proceeds of the Placing to be used to execute the
Company's acquisition pipeline and for working capital purposes.
The Company currently has a strong pipeline of potential
acquisitions under negotiation
-- Placing by way of an accelerated bookbuild
-- Books are open with immediate effect
Reasons for the Placing and Use of Proceeds
During the last 12 months, the Company has completed the
acquisition of 13 IFA businesses together with the protection
business carried on by Eunisure. The Company continues to integrate
these acquisitions and as at 31 October 2017, the Company had cash
balances of GBP8.0 million which provides it with sufficient
funding to satisfy the deferred consideration liabilities of such
acquisitions as they fall due.
The Board intends to continue to execute its strategy of making
selective acquisitions and increasing AFH's national footprint,
whilst providing a professional and cost effective service to its
clients. The Board believes that the Company remains well
positioned to take advantage of consolidation opportunities in the
IFA market and currently has a strong pipeline of potential
acquisitions that are under negotiation. The Company is undertaking
the Placing to provide it with a strong platform to finance such
acquisition opportunities as well as providing funds for general
corporate purposes.
Details of the Placing
Liberum Capital Limited ("Liberum") is acting as nominated
adviser and sole broker in connection with the Placing.
The Placing is being conducted by way of an accelerated
bookbuild process and will be launched immediately following the
release of this announcement and will be made available to eligible
new and existing institutional investors. The book will close at
the sole discretion of Liberum.
The Placing is subject to the terms and conditions set out in
Appendix I to this announcement (which, together with the
definitions set out in Appendix II, forms part of this
announcement, such announcement and Appendices together being, this
"Announcement"). The Placing is not underwritten. The Company and
Liberum reserve the right to increase or decrease the size of the
Placing in their absolute discretion.
A further announcement will be made on the closing of the
bookbuild process, which is expected later today.
By choosing to participate in the Placing and by making an oral
and/or written legally binding offer to acquire Placing Shares,
investors will be deemed to have read and understood this
Announcement in its entirety, including Appendix I, and to be
making such offer on the terms and subject to the conditions
contained herein and to be making the representations, warranties,
undertakings and acknowledgements contained in Appendix I to this
Announcement.
The Placing is conditional on, amongst other things, the
approval by Shareholders of the resolutions to be put to the
General Meeting. 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. Application will shortly be made for the new
Ordinary Shares to be admitted to trading on the AIM market of
London Stock Exchange plc.
Appendix I and Appendix II set out further information relating
to the Placing and the terms and conditions of the Placing.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
Enquiries:
AFH Financial Group PLC 01527 577 775
Alan Hudson, Chief Executive Officer
Paul Wright, Chief Financial Officer
www.afhfinancialgroup.com
Liberum Capital Limited 020 3100 2000
(Nominated Adviser and Broker)
John Fishley
Richard Bootle
Euan Brown
Important Notices
This announcement is released by AFH Financial Group plc and
contains inside information for the purposes of Article 7 of the
Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing
information relating to the Placing described above, and is
disclosed in accordance with the Company'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 Company by Paul Wright, Chief Financial Officer.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
plans and its current goals and expectations relating to its future
financial condition and performance and which involve a number of
risks and uncertainties. The Company cautions readers that no
forward-looking statement is a guarantee of future performance and
that actual results could differ materially from those contained in
the forward-looking statements. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements sometimes
use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", or other words of
similar meaning. By their nature, forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances, including, but not limited to, economic and
business conditions, the effects of continued volatility in credit
markets, market-related risks such as changes in the price of
commodities or changes in interest rates and foreign exchange
rates, the policies and actions of governmental and regulatory
authorities, changes in legislation, the further development of
standards and interpretations under International Financial
Reporting Standards ("IFRS") applicable to past, current and future
periods, evolving practices with regard to the interpretation and
application of standards under IFRS, the outcome of pending and
future litigation or regulatory investigations, the success of
future explorations, acquisitions and other strategic transactions
and the impact of competition. A number of these factors are beyond
the Company's control. As a result, the Company's actual future
results may differ materially from the plans, goals, and
expectations set forth in the Company's 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 the FCA, the London Stock Exchange or
applicable law, the Company expressly disclaims any obligation or
undertaking to release publicly 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 is for information purposes only and shall not
constitute an offer to buy, sell, issue, or subscribe for, or the
solicitation of an offer to buy, sell, issue, or subscribe for any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
The Placing Shares have not been and will not be registered
under the U.S. Securities Act or with any securities regulatory
authority of any state or other jurisdiction of the United States
and may not be offered, sold, delivered or transferred, directly or
indirectly, in or into 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 Company does not intend to
register any portion of the Placing in the United States or to
conduct a public offering of securities in the United States.
This Announcement does not contain an offer or constitute any
part of an offer to the public within the meaning of Sections 85
and 102B of the FSMA or otherwise. This Announcement is not an
"approved prospectus" within the meaning of Section 85(7) of FSMA
and a copy of it has not been, and will not be, delivered to the
FCA in accordance with the Prospectus Rules or delivered to any
other authority which could be a competent authority for the
purpose of the Prospectus Directive. Its contents have not been
examined or approved by the London Stock Exchange plc, nor has it
been approved by an "authorised person" for the purposes of Section
21 of FSMA. This Announcement is being distributed to persons in
the United Kingdom only in circumstances in which section 21(1) of
the FSMA does not apply.
This Announcement is directed only at: (a) persons in member
states of the European Economic Area who are qualified investors
within the meaning of article 2(1)(e) of the Prospectus Directive
("Qualified Investors") and (b) if in the United Kingdom, persons
who (i) have professional experience in matters relating to
investments who fall within the definition of "investment
professionals" in article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"), or are high net worth companies, unincorporated
associations or partnerships or trustees of high value trusts as
described in article 49(2) of the Order and (ii) are "qualified
investors" as defined in section 86 of FSMA and (c) otherwise, to
persons to whom it may otherwise be lawful to communicate it (all
such persons together being referenced to as "Relevant Persons").
Any investment in connection with the Placing will only be
available to, and will only be engaged with, relevant persons. Any
person who is not a Relevant Person should not act or rely on this
Announcement or any of its contents.
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
Liberum 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.
Liberum, which is authorised and regulated in the United Kingdom
by the FCA, is acting as nominated adviser and sole broker for the
Company and for no-one else in connection with the Placing, and
Liberum will not be responsible to anyone other than the Company
for providing the protections afforded to its customers or for
providing advice to any other person in relation to the Placing or
any other matter referred to herein.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or Liberum that would
permit an offering of such shares or possession or distribution of
this Announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required to inform themselves about, and to
observe such restrictions.
The Placing Shares to which this Announcement relates may be
illiquid and / or subject to restrictions on their resale.
Prospective purchasers of the Placing Shares should conduct their
own due diligence on the Placing Shares. If you do not understand
the contents of this Announcement you should consult an authorised
financial adviser.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, dissemination,
reproduction, or disclosure of this information in whole or in part
is unauthorised. Failure to comply with this directive may result
in a violation of the U.S. Securities Act or the applicable laws of
other jurisdictions.
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.
Appendix I
Terms and Conditions of the Placing
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THE APPICES (TOGETHER, THE
"ANNOUNCEMENT") AND THE
INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC
OF SOUTH AFRICA OR ANY JURISDICTION IN
WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION
THIS ANNOUNCEMENT
(INCLUDING THE APPICES) COMES ARE REQUIRED BY THE COMPANY AND
LIBERUM TO INFORM
THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER OR
INVITATION TO UNDERWRITE
AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE
COMPANY.
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 ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY
AT PERSONS WHO ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND AMMENTS
THERETO (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"), (B)
IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE
DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "ORDER"), OR ARE HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH
VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II)
ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000, AS AMED ("FSMA"), AND (C) OTHERWISE,
TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO
(EACH A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON
THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE
TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A
RELEVANT PERSON. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT (INCLUDING THIS APPIX) DOES NOT ITSELF CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR
ACQUIRE ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND
RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
Persons (including individuals, funds or otherwise) who have
chosen to participate in the Placing, by making an oral or written
offer to subscribe for Placing Shares will be deemed to have read
and understood this
Announcement, including this Appendix, in its entirety and to be
making such offer on the terms and conditions,
and to be providing the representations, warranties,
acknowledgements, and undertakings contained in this
Appendix.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) by whom or on whose behalf a commitment to subscribe for
Placing Shares has been given. In particular, each such Placee
represents, warrants and acknowledges that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Member State of the European Economic Area which has implemented
the Prospectus Directive other than Qualified Investors or in
circumstances in which the prior consent of Liberum has been given
to the offer or resale; or (ii) where Placing Shares have been
acquired by it on behalf of persons in any member state of the EEA
other than Qualified Investors, the offer of those Placing Shares
to it is not treated under the Prospectus Directive as having been
made to such persons;
3. (a) (i) it is not in the United States and (ii) it is not
acting for the account or benefit of a person in the United States,
unless in the case of this clause (ii), acting with investment
discretion for such person or, if such person is a corporation or
partnership, the person agreeing to purchase the Placing Shares is
an employee of such person authorised to make such purchase; (b) it
is a dealer or other professional fiduciary in the United States
acting on a discretionary basis for a non-US person (other than an
estate or trust) in reliance on Regulation S; (c) it is otherwise
acquiring the Placing Shares in an "offshore transaction" meeting
the requirements of Regulation S under the Securities Act; or (d)
it is a "qualified institutional buyer" (a "QIB") (as defined in
Rule 144A under the Securities Act) and it has duly executed an
investor letter in a form provided to it and delivered the same to
Liberum or its affiliates;
4. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements and agreements contained in this Announcement;
and
5. it understands (or, if acting for the account of another
person, such person understands) the resale and transfer
restrictions set out in this Appendix.
The Company and Liberum will rely upon the truth and accuracy of
the foregoing representations, acknowledgements and agreements.
Details of the Placing
Liberum has entered into the Placing Agreement with the Company
under which, subject to the conditions set out in that agreement,
Liberum will agree to use its reasonable endeavours to procure
subscribers and/or purchasers for the Placing Shares at the Placing
Price.
The Placing is conditional upon the Placing Agreement becoming
unconditional in all respects.
The Placing Shares will, when issued, rank pari passu in all
respects with the existing issued Ordinary Shares, including the
right to receive dividends and other distributions declared, made
or paid following Admission.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the new Ordinary Shares ("Admission") to trading on
AIM. It is expected that Admission will become effective and that
dealings in the Placing Shares will commence on AIM at 8.00 a.m. on
5 December 2017.
Participation in, and principal terms of, the Placing
Liberum is arranging the Placing as agent for and on behalf of
the Company. Participation in the Placing will only be available to
Placees who may lawfully be, and are, invited to participate by
Liberum.
The number of Placing Shares to be issued will be agreed between
Liberum and the Company following completion of a bookbuilding
exercise by Liberum (the "Bookbuild"). The number of Placing Shares
will be announced on a Regulatory Information Service following the
completion of the Bookbuild.
Liberum will determine in its absolute discretion the extent of
each Placee's participation in the Placing, which will not
necessarily be the same for each Placee and this will be confirmed
orally or in writing by Liberum as agent of the Company
("Confirmation"). No element of the Placing will be underwritten.
Confirmation will constitute an irrevocable legally binding
commitment upon that person (who will at that point become a
Placee) to subscribe for the number of Placing Shares allocated to
it at the Placing Price on the terms and conditions set out in this
Appendix (a copy of the terms and conditions having been provided
to the Placee prior to or at the same time as such oral or written
confirmation) and in accordance with the Company's articles of
association. For the avoidance of doubt, the Confirmation
constitutes each Placee's irrevocable legally binding agreement,
subject to the Placing Agreement not having been terminated, to pay
the aggregate settlement amount for the Placing Shares to be
subscribed for by that Placee regardless of the total number of
Placing Shares (if any) subscribed for by any other
investor(s).
Liberum reserves the right to scale back the number of Placing
Shares to be subscribed by any Placee in the event of an
oversubscription under the Placing. Liberum also reserves the right
not to accept offers for Placing Shares or to accept such offers in
part rather than in whole.
Each Placee will be required to pay to Liberum, on the Company's
behalf, the Placing Price for each Placing Share agreed to be
acquired by it under the Placing in accordance with the terms set
out herein. Each Placee's obligation to acquire and pay for Placing
Shares under the Placing will be owed to Liberum and the Company.
Each Placee has an immediate, separate, irrevocable and binding
obligation, owed to Liberum, to pay to it (or as it may direct) in
cleared funds an amount equal to the product of the Placing Price
and the number of Placing Shares such Placee has agreed to
subscribe for. Each Placee will be deemed to have read and
understood the Appendices in their entirety, to the participating
in the Placing upon the terms and conditions contained in the
Appendices, and to be providing the representations, warranties,
agreements, acknowledgements and undertakings, in each case as
contained in the Appendices. To the fullest extent permitted by law
and applicable FCA rules (the "FCA Rules"), neither (i) Liberum,
(ii) any of its respective directors, officers, employees or
consultants, or (iii) to the extent not contained within (i) or
(ii), any person connected with Liberum as defined in the FCA Rules
((i), (ii) and (iii) being together "affiliates" and individually
an "affiliate"), shall have any liability to Placees or to any
person other than the Company in respect of the Placing.
Irrespective of the time at which a Placee's participation in
the Placing is confirmed, settlement for all Placing Shares to be
acquired pursuant to the Placing will be required to be made at the
same time, on the basis explained below under 'Registration and
Settlement'.
Completion of the Placing will be subject to the fulfilment of
the conditions referred to below under 'Conditions of the Placing'
and to the Placing not being terminated on the basis referred to
below under 'Termination of the Placing Agreement'. In the event
that the Placing Agreement is not entered into or does not
otherwise become unconditional in any respect or, after having been
entered into, is terminated, the Placing will not proceed and all
funds delivered by the Placee to Liberum in respect of the Placee's
participation will be returned to the Placee at the Placee's risk
without interest.
By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not otherwise be
capable of rescission or termination by the Placee.
By participating in the Placing, each Placee is deemed to have
read and understood this Announcement, including the Appendices, in
its entirety and to be making such offer on the terms and
conditions, and to be providing the representations, warranties,
acknowledgements, and undertakings contained in the Appendices.
To the fullest extent permissible by law, neither the Company,
Liberum nor any of their affiliates shall have any liability to
Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, neither Liberum nor any of its
affiliates shall have any liability (including to the extent
permissible by law, any fiduciary duties) in respect of Liberum's
conduct of the Bookbuild or of such alternative method of effecting
the Placing as Liberum and the Company may agree.
Conditions of the Placing
The obligations of Liberum under the Placing Agreement in
respect of the Placing Shares are conditional on, amongst other
things:
(a) the Company having complied with its obligations under the
Placing Agreement (to the extent that such
obligations fall to be performed prior to Admission);
(b) the passing of the Resolutions at the General Meeting of the
Company being held on 4 December 2017; and
(c) Admission having occurred not later than 8.00 a.m. on 5
December 2017 or such later date as the
Company and Liberum may agree, but in any event not later than
8.00 a.m. on 19 December 2017.
If (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or waived by
Liberum by the respective time or date where specified, (ii) any of
such conditions becomes incapable of being fulfilled or (iii) the
Placing Agreement is terminated in the circumstances specified
below, the Placing will not proceed and the Placee's rights and
obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can
be made by the Placee in respect thereof.
Liberum, at its discretion and upon such terms as it thinks fit,
may waive compliance by the Company with the whole or any part of
any of the Company's obligations in relation to the conditions in
the Placing Agreement. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
None of Liberum, the Company or any other person 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 they
may make as to whether or not to waive or to extend the time and/or
the date for the satisfaction of any condition to the Placing nor
for any decision they may make as to the satisfaction of any
condition or in respect of the Placing generally, and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of Liberum
Termination of the Placing Agreement
Liberum is entitled (but after, where practicable, having
consulted with the Company) at any time before Admission, to
terminate the Placing Agreement in relation to its obligations in
respect of the Placing Shares by giving notice to the Company if,
amongst other things:
(a) the Company fails, in any material respect, to comply with
any of its obligations under the Placing Agreement; or
(b) it comes to the notice of Liberum that any statement
contained in the placing documents (the "Placing Documents") issued
in connection with the Placing was untrue, incorrect or misleading
at the date thereof or has become untrue, incorrect or misleading
in each case in any respect which Liberum (acting reasonably)
considers to be material in the context of the Placing or that any
matter which Liberum considers to be material in the context of the
Placing has arisen which would, if the Placing were made at that
time, constitute a material omission therefrom; or
(c) any of the warranties given by the Company in the Placing
Agreement has ceased to be true and accurate in any respect which
Liberum (acting reasonably) considers to be material in the context
of the Placing by reference to the facts subsisting at the time
when notice to terminate is given; or
(d) there happens, develops or comes into effect: i) a general
moratorium on commercial banking activities in London declared by
the relevant authorities or a material disruption in commercial
banking or securities settlement or clearance services in the
United Kingdom; or ii) the outbreak or escalation of hostilities or
acts of terrorism involving the United Kingdom or the declaration
by the United Kingdom of a national emergency or war; or iii) any
other occurrence of any kind which in any such case (by itself or
together with any other such occurrence) in the reasonable opinion
of Liberum is likely to materially and adversely affect the
market's position or prospects of the Group taken as a whole; or
iv) any other crisis of international or national effect or any
change in any currency exchange rates or controls or in any
financial, political, economic or market conditions or in market
sentiment which, in any such case, in the reasonable opinion of
Liberum is materially adverse.
Upon such termination, the parties to the Placing Agreement
shall be released and discharged (except for any liability arising
before or in relation to such termination) from their respective
obligations under or pursuant to the Placing Agreement subject to
certain exceptions.
By participating in the Placing, Placees agree that the exercise
by Liberum of any right of termination or other discretion under
the Placing Agreement shall be within the absolute discretion of
Liberum and that they need not make any reference to Placees and
that they shall have no liability to Placees whatsoever in
connection with any such exercise or failure so to exercise.
No prospectus
No offering document, prospectus or admission document has been
or will be submitted to be approved by the FCA or submitted to the
London Stock Exchange in relation to the Placing and Placees'
commitments will be made solely on the basis of the information
contained in this Announcement (including the Appendices) released
by the Company today, and subject to the further terms set forth in
the contract note to be provided to individual prospective
Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including the Appendices) is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the
Company, Liberum or any other person and none of Liberum nor the
Company nor any other person will be liable for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Placing. Nothing in this paragraph shall
exclude 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 system administered by CREST,
subject to certain exceptions. The Company reserves the right to
require settlement for and delivery of the Placing Shares (or a
portion thereof) to Placees in certificated form if, in the opinion
of Liberum, delivery or settlement is not possible or practicable
within the CREST system or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
Participation in the Placing is only available to persons who
are invited to participate in it by Liberum.
A Placee's commitment to acquire a fixed number of Placing
Shares under the Placing will be agreed orally or in writing with
Liberum. Such agreement will constitute a legally binding
commitment on such Placee's part to acquire that number of Placing
Shares at the Placing Price on the terms and conditions set out or
referred to in the Appendices and subject to the Company's Articles
of Association.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation in
accordance with the standing arrangements in place with Liberum,
stating the number of Placing Shares allocated to it at the Placing
Price, the aggregate amount owed by such Placee to Liberum and
settlement instructions.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions that it
has in place with Liberum. Settlement should be through Liberum
against CREST ID: LBQAQ. For the avoidance of doubt, Placing
allocations will be booked with a trade date of 15 November 2017
and settlement date of 5 December 2017. Settlement will take place
on a delivery versus payment basis.
The Company will deliver the Placing Shares to the CREST account
operated by Liberum as agent for the Company and Liberum will enter
their delivery (DEL) instruction into the CREST system. The input
to CREST by a Placee of a matching or acceptance instruction will
then allow delivery of the relevant Placing Shares to that Placee
against payment.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Liberum.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Company may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for the Company's account and benefit, an amount
equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees 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 a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp
duty reserve tax. Placees will not be entitled to receive any fee
or commission in connection with the Placing.
Representations and warranties
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) acknowledges,
undertakes, represents, warrants and agrees (as the case may be)
the following:
That it:
1. represents and warrants that it has read this Announcement,
including the Appendix, in its entirety and that its acquisition of
Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
2. acknowledges that it has received this Announcement solely
for its use and has not redistributed or duplicated it;
3. acknowledges and agrees that no offering document, prospectus
or admission document has been or will
be prepared in connection with the Placing and represents and
warrants that it has not received a prospectus,
admission document or other offering document in connection with
the Placing or the Placing Shares;
4. acknowledges that its participation in the Placing shall also
be subject to the provisions of the Placing
Agreement and the memorandum and articles of association of the
Company in force both before and immediately
after Admission;
5. acknowledges that the ordinary shares in the capital of the
Company are admitted to trading on AIM, and
the Company is therefore required to publish certain business
and financial information in accordance with the rules
and practices of AIM (collectively, the "Exchange Information"),
which includes a description of the nature of the
Company's business and the Company's most recent balance sheet
and profit and loss account and that it is able
to obtain or access such Exchange Information without undue
difficulty and is able to obtain access to such
information or comparable information concerning any other
publicly traded company without undue difficulty;
6. acknowledges that neither Liberum, nor the Company nor any of
their respective affiliates or any person acting on
behalf of any of them has provided, and will not provide, it
with any material regarding the Placing Shares or the
Company other than this Announcement; nor has it requested any
of Liberum, the Company, any of their respective
affiliates or any person acting on behalf of any of them to
provide it with any such information;
7. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that neither
Liberum, nor any person acting on its behalf has or shall have any
liability for any information,
representation or statement contained in this Announcement or
any information previously published by or on behalf
of the Company and will not be liable for any Placee's decision
to participate in the Placing based on any information,
representation or statement contained in this Announcement or
otherwise. 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 itself to subscribe for the Placing Shares is
contained in this Announcement and any information previously
published by the Company by notification to a Regulatory
Information Service, such information being all that it deems
necessary to make an investment decision in respect of the
Placing Shares and that it has neither received
nor relied on any other information given or representations,
warranties or statements made by Liberum or the Company
or their respective affiliates and neitherLiberum nor the
Company nor their respective affiliates will be liable for any
Placee's decision to accept an invitation to participate in the
Placing based on any other information, representation,
warranty or statement. Each Placee further acknowledges and
agrees that it has relied on its own investigation of the
business, financial or other position of the Company in deciding
to participate in the Placing;
8. represents and warrants that it has neither received nor
relied on any inside information (as defined in the Market Abuse
Regulation) concerning the Company in accepting this invitation to
participate in the Placing;
9. acknowledges that neither Liberum nor any person acting on
its behalf nor any of their respective affiliates
has or shall have any liability for any publicly available or
filed information, or any representation relating to the Company,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent
misrepresentation made by that person;
10. represents and warrants that it has complied with its
obligations under the Criminal Justice Act 1993, the Market Abuse
Regulation and in connection with money laundering and terrorist
financing under the
Proceeds of Crime Act 2002, the Terrorism Act 2000 (as amended),
the Terrorism Act 2006 and the
Money Laundering Regulations 2007, the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 (the "Regulations") and any related or
similar rules, regulations or guidelines, issued, administered or
enforced by any government agency having jurisdiction in respect
thereof and the Money Laundering Sourcebook of the FCA and, if
making payment on behalf of a
third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third
party as required by the Regulations;
11. if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive (including any relevant
implementing measure in any member state), represents and warrants
that the Placing Shares
subscribed for 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 European
Economic Area which has implemented the Prospectus Directive
other than to qualified investors, or in
circumstances in which the prior consent of Liberum has been
given to the proposed offer or resale;
12. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons
in the United Kingdom, except to persons whose ordinary
activities involve them in acquiring, holding, managing
or disposing of investments (as principal or agent) for the
purposes of their business or otherwise in
circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom
within the meaning of section 85(1) of the FSMA;
13. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in
the European Economic Area prior to Admission except to persons
whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business
or otherwise in circumstances which have not resulted in and
which will not result in an offer to the public in
any member state of the European Economic Area within the
meaning of the Prospectus Directive
(including any relevant implementing measure in any member
state);
14. 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 FSMA) relating to the Placing Shares in
circumstances in which section 21(1) of FSMA does
not require approval of the communication by an authorised
person;
15. 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;
16. if within the United Kingdom, represents and warrants that
it is a person falling within Article 19(5) and/or
Article 49(2)(a) to (d) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005,
as amended, is a qualified investor as defined in Section 86 of
FMSA or is a person to whom this
Announcement may otherwise be lawfully communicated;
17. acknowledges that any offer of Placing Shares may only be
directed at persons in member states of the European
Economic Area who are "qualified investors" within the meaning
of Article 2(1)(e) of the Prospectus
Directive and represents and agrees that, in the Europe, it is
such a qualified investor;
18. represents and warrants that it and any person acting on its
behalf is entitled to subscribe for Placing
Shares under the laws of all relevant jurisdictions which apply
to it and that it has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to this
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and will honor such obligations, and that its
subscription of the Placing
Shares will be in compliance with applicable laws and
regulations in the jurisdiction of its residence, the
residence of the Company, or otherwise.
19. acknowledges and agrees that the Placing Shares have not
been and will not be registered under the Securities
Act or with any securities regulatory authority of any state or
jurisdiction of the United States, or the relevant
Australian, Canadian, Japanese, New Zealand or South African
securities legislation and therefore the
Placing Shares may not be offered, sold, transferred or
delivered directly or indirectly into the United States, Australia,
Canada, Japan, New Zealand or the Republic of South Africa or their
respective territories and
possessions, except subject to limited exemptions;
20. warrants that it has complied with all relevant laws of all
relevant territories, obtained all requisite governmental or
other consents which may be required in connection with the
Placing Shares, complied with all requisite formalities
and that it has not taken any action or omitted to take any
action which will or may result in Liberum, the Company
or any of their respective directors, officers, agents,
employees or advisers acting in breach of the legal or
regulatory
requirements of any territory in connection with the
Placing;
21. acknowledges and agrees that its purchase of Placing Shares
does not trigger, in the jurisdiction in which it is
resident or located: (i) any obligation to prepare or file a
prospectus or similar document or any other report
with respect to such purchase; (ii) any disclosure or reporting
obligation of the Company; or (iii) any registration or
other obligation on the part of the Company;
22. undertakes that it (and any person acting on its behalf)
will make payment for the Placing Shares allocated to it in
accordance with this Announcement on the due time and date set
out herein, failing which the relevant Placing
Shares may be placed with other subscribers or sold as Liberum
may in its discretion determine and without liability
to such Placee;
23. acknowledges that neither Liberum nor any of its affiliates,
nor 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 Liberum for the purposes of the Placing and that
Liberum has no duties or responsibilities to it for providing the
protections afforded to its clients or for providing advice in
relation to the Placing nor in
respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement
nor for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive
or vary any conditions or exercise any termination right;
24. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself
or (ii) its nominee, as the case may be. Neither Liberum 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. Each Placee
and any person acting on behalf of such Placee agrees to
participate in the Placing and it agrees to
indemnify the Company and Liberum in respect of the same on the
basis that the Placing Shares will be allotted to the CREST stock
account of Liberum who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions;
25. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms
and conditions and any non-contractual obligations arising out
of or in connection with such agreements
shall be governed by and construed in accordance with the laws
of England and Wales and it submits (on behalf
of 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 any such
contract, except that enforcement
proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or Liberum 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;
26. acknowledges that Liberum and its affiliates will rely upon
the truth and accuracy of the representations, warranties
and acknowledgements set forth herein and which are irrevocable
and it irrevocably authorises Liberum to produce
this Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation,
administrative or legal proceeding or official inquiry with
respect to the matters set forth herein;
27. agrees to indemnify on an after tax basis and hold the
Company and Liberum and their respective affiliates
harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in
connection with any breach of the representations, warranties,
acknowledgements,
agreements and undertakings in the Appendices and further agrees
that the provisions of the Appendices shall
survive after completion of the Placing;
28. represents and warrants that it will acquire any Placing
Shares subscribed for by it for its account or for one or
more accounts as to each of which it exercises sole investment
discretion and it has full power to make the
acknowledgements, representations and agreements herein on
behalf of each such account;
29. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the relevant contract
notes 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 conduct of the Placing. The foregoing
representations, warranties and confirmations are given for
the benefit of the Company and Liberum. The agreement to settle
a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty
reserve tax depends on the settlement relating only to the
subscription by it and/or such person direct from the
Company for the Placing Shares in question. Such agreement
assumes, and is based on a warranty from each Placee, that neither
it, nor the person specified by it for registration as holder, of
Placing Shares is, or is
acting as nominee or agent for, and that the Placing Shares will
not be allotted to, a person who is or may
be liable to stamp duty or stamp duty reserve tax under any of
sections 67, 70, 93 and 96 of the Finance Act 1986
(depositary receipts and clearance services). If there are any
such arrangements, or the settlement relates to any
other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable. In that event the Placee agrees that it
shall be responsible for such stamp duty or stamp duty reserve tax,
and none of the
Company, Liberum shall be responsible for such stamp duty or
stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and notify Liberum
accordingly;
30. understands that no action has been or will be taken by any
of the Company, Liberum or any person acting on
behalf of the Company or Liberum that would, or is intended to,
permit a public offer of the Placing Shares
in any country or jurisdiction where any such action for that
purpose is required;
31. in making any decision to subscribe for the Placing Shares,
confirms that 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. It further confirms
that it is experienced in investing in securities of
this nature in this sector and is aware that it may be required
to bear, and is able to bear, the economic risk of,
and is able to sustain a complete loss in connection with the
Placing. It further confirms that it relied on its own
examination and due diligence of the Company and its associates
taken as a whole, and the terms of the Placing,
including the merits and risks involved;
32. represents and warrants that it has (a) made its own
assessment and satisfied itself concerning legal, regulatory,
tax, business and financial considerations in connection
herewith to the extent it deems necessary; (b) had access
to review publicly available information concerning the Company
that it considers necessary or appropriate and
sufficient in making an investment decision; (c) reviewed such
information as it believes is necessary or appropriate
in connection with its subscription of the Placing Shares; and
(d) made its investment decision based upon its own
judgment, due diligence and analysis and not upon any view
expressed or information provided by or on behalf of
Liberum;
33. understands and agrees that it may not rely on any
investigation that Liberum or any person acting on its behalf
may or may not have conducted with respect to the Company, or
the Placing and Liberum has not made
any representation to it, express or implied, with respect to
the merits of the Placing, the subscription for the
Placing Shares, or as to the condition, financial or otherwise,
of the Company, or as to any other matter
relating thereto, and nothing herein shall be construed as a
recommendation to it to subscribe for the
Placing Shares. It acknowledges and agrees that no information
has been prepared by Liberum or the
Company for the purposes of this Placing;
34. accordingly it acknowledges and agrees that it will not hold
Liberum or any of its affiliates or any person acting
on their behalf responsible or liable for any misstatements in
or omission from any publicly available information
relating to the Company or information made available (whether
in written or oral form) in presentations or as
part of roadshow discussions with investors relating to the
Company (the "Information") and that neither Liberum
nor any person acting on behalf of Liberum makes any
representation or warranty, express or implied, as to
the truth, accuracy or completeness of such Information or
accepts any responsibility for any of such Information;
35. if the Placing Shares were offered to it in the United
States, represents and warrants that in making its investment
decision, (i) it has consulted its own independent advisers or
otherwise has satisfied itself concerning, without limitation, the
effects of United States federal, state and local income tax laws
and foreign tax laws generally and the US Employee Retirement
Income Security Act of 1974, the US Investment Company Act of 1940
and the Securities Act, (ii) it has received all information
(including the business, financial condition, prospects,
creditworthiness, status and affairs of the Company, the Placing
and the Placing Shares, as well as the opportunity to ask
questions) concerning the Company, the Placing and the Placing
Shares that it believes is necessary or appropriate in order to
make an investment decision in respect of the Company and the
Placing Shares, (iii) it is aware and understands that an
investment in the Placing Shares involves a considerable degree of
risk and no US federal or state or non-US agency has made any
finding or determination as to the fairness for investment or any
recommendation or endorsement of the Placing Shares, and (iv) it is
able to bear the economic risk of an investment in the Placing
Shares, is able to sustain a complete loss of the investment in the
Placing Shares and has no need for liquidity with respect to its
investment in the Placing Shares;
36. understands that the Placing Shares have not been and will
not be registered under the Securities Act or with
any securities regulatory authority of any state or other
jurisdiction of the United States, and accordingly,
may not be offered or sold or otherwise transferred in the
United States except pursuant to a registration
statement under the Securities Act or an exemption from the
registration requirements of the Securities Act
and, in connection with any such transfer, the Company shall be
provided, as a condition to transfer, with
a legal opinion of counsel, in form and by counsel reasonably
satisfactory to the Company, that no such
Securities Act registration is or will be required and with
appropriate certifications by the transferee as to
appropriate matters.
37. it is not a Plan (which term includes (a) employee benefit
plans that are subject to Section 406 of the US
Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or plans, individual retirement
accounts and other arrangements that are subject to Section 4975
of the US Internal Revenue Code of 1986, as amended (the "Code"),
(b) plans, individual retirement accounts and other arrangements
that are
subject to provisions under applicable US federal, state, local
or other laws or regulations that are substantially
similar to Section 406 of the ERISA or Section 4975 of the Code
("Similar Laws") and (c) entities the
underlying assets of which are considered to include "plan
assets" of such plans, accounts and
arrangements) and are not purchasing the Placing Shares on
behalf of, or with the "plan assets" of, any Plan.
38. if Placees are purchasing the Placing Shares outside the
United States, each Placee (and any person
acting on such Placee's behalf) agrees, represents and warrants
as follows:
a. it is aware that the Placing Shares are being offered outside
the United States in reliance on Regulation S
promulgated under the Securities Act;
b. it is, at the time of the offer and acceptance of the Placing
Shares, outside the United States for the purposes
of Regulation S; and
c. it did not purchase or otherwise acquire the Placing Shares
based on or due to directed selling efforts (as defined in Rule 902
under the Securities Act), including based on an advertisement in a
publication with a general circulation in the United States, nor
has it seen or been aware of any activity that, to its
knowledge, constitutes directed selling efforts in the United
States.
39. for Placees that are located in the United States, each such
Placee (and any person acting on such
Placee's behalf) agrees, represents and warrants as follows:
a. it is "qualified institutional buyer" (a "QIB"), as defined
in Rule 144A under the Securities Act, and (i) if acquiring the
Placing Shares as a fiduciary or agent for one or more investor
accounts, each owner of
such account is a QIB, the Placee has full investment discretion
with respect to each account, and has full
power and authority to make the acknowledgements,
representations and agreements contained herein on
behalf of each owner of such account; and (ii) is acquiring the
Placing Shares for its own account, or for the
account of a QIB for which it has full investment discretion, in
each case for investment purposes and not
with a view to, or for offer or sale in connection with, any
distribution (within the meaning of the United States
securities laws) of such Placing Shares;
b. it agrees that the Company may require a certification from
it in support of any transfer, in form and substance
satisfactory to the Company, and agrees that the Company, the
registrar, CREST or any transfer agent may
reasonably require additional evidence or documentation
supporting compliance with applicable securities
laws, and prior to any sale or transfer, the Company may require
the delivery of such certifications, notifications,
agreements and warranties and legal opinions of duly qualified
counsel as it may reasonably require to
confirm that the proposed sale or other transfer complies with
the foregoing restrictions;
c. it acknowledges that the Company reserves the right to make
inquiries of any holder of the Placing Shares or
interests therein at any time as to such person's status under
US securities laws, and to require any such
person that has not satisfied the Company that such person is
holding appropriately under US securities laws to
transfer such Placing Shares or interests therein immediately to
the Company;
d. it is purchasing the Placing Shares for its own account or
for one or more investment accounts for which
it is acting as a fiduciary or agent, in each case for
investment only, and not with a view to or for sale or
other transfer in connection with any distribution of the
Placing Shares in any manner that would violate the
Securities Act or otherwise cause the Company's assets to become
subject to ERISA;
e. it understands and acknowledges that neither the Company nor
any of its respective affiliates, makes any
representation as to the availability of any exemption under the
Securities Act for the reoffer, resale, pledge or
transfer of the Placing Shares;
f. it agrees that the Placing Shares are "restricted securities"
for US securities law purposes which may not be
deposited into any unrestricted depositary facility established
or maintained by a deposited bank. As such, it
agrees not to offer or sell the Placing Shares to any person
other than in compliance with the following
restrictions which apply to all its Placing Shares and which
shall be affixed in the form of a legend to any
certificates of Placing Shares:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE (OR ITS
PREDECESSOR) HAVE NOT BEEN
REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED
STATES, AND, ACCORDINGLY,
MAY NOT BE OFFERED, SOLD, PLEDGED, HEDGED OR OTHERWISE
TRANSFERRED, EXCEPT (A) IN AN
OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904
OF REGULATION S UNDER
THE SECURITIES ACT (AND IS NOT ACTING IN A PREARRANGED
TRANSACTION RESULTING IN THE RESALE
OF THESE SECURITIES INTO THE UNITED STATES); (B) IN A
TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144 UNDER THE SECURITIES ACT; (C) IN ACCORDANCE WITH
ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; OR (D) PURSUANT
TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, SUBJECT, IN THE
CASES OF CLAUSES (A), (B)
AND (C), TO THE RIGHT OF THE ISSUER TO OBTAIN, IF THE ISSUER SO
REQUESTS, AN OPINION, IN FORM
AND SUBSTANCE AND FROM COUNSEL SATISFACTORY TO THE ISSUER AT THE
EXPENSE OF THE HOLDER
OF THIS CERTIFICATE, WHICH PROVIDES THAT SUCH OFFER, SALE,
PLEDGE, HEDGE OR TRANSFER IS IN
COMPLIANCE WITH THE SECURITIES ACT AND ALL APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.
EXCEPT AS OTHERWISE DETERMINED BY THE ISSUER, THE SECURITIES
REPRESENTED BY THIS
CERTIFICATE (OR ITS PREDECESSOR) MAY NOT BE DEMATERIALISED INTO
CREST OR ANY
OTHER PAPERLESS SYSTEM UNLESS THE PARTY REQUESTING SUCH
DEMATERIALISATION FIRST
OBTAINS A LETTER FROM THE TRANSFERREE STATING THAT SUCH
TRANSFERREE IS NOT ACTING IN A
PREARRANGED TRANSACTION RESULTING IN THE RESALE OF THESE
SECURITIES INTO THE UNITED
STATES OR MAKES SUCH OTHER REPRESENTATIONS REQUESTED BY THE
ISSUER."
The Placee agrees, on its own behalf and on behalf of any
accounts for which the Placee is acting, that if the
Placee should offer, resell, pledge or otherwise transfer any
Placing Shares, it will do so only (i)in an
offshore transaction meeting the requirements of Rule 903 or 904
of Regulation S under the Securities Act (and
not in a prearranged transaction resulting in the resale of such
Placing Shares into the US), (ii) in a transaction
meeting the requirements of Rule 144 under the Securities Act,
(iii) in accordance with another exemption from
the registration requirements of the Securities Act, or (iv)
pursuant to an effective registration statement under the
Securities Act, provided that the Placee notify the Company of
such proposed transaction and that the Placee
intends to make such sale in accordance with the terms of this
paragraph, and that, such offer, resale,
pledge or transfer must, and will, be made in accordance with
any applicable securities laws of any US state
or other jurisdiction of the US. The Placee understands and
acknowledges that any offer, resale, pledge or transfer
made other than in compliance with the restrictions contained in
this paragraph may not be recognised by the
Company;
a. the Placing Shares shall only be eligible for settlement
through CREST if approved by the Company and if requested by the
Company, the purchaser provides a signed letter addressed to the
Company,
containing certain representations regarding compliance with
United States securities laws;
b. it has not purchased the Placing Shares as a result of
"general solicitation" or "general advertising" (within
the meaning of Rule 502(c) under the Securities Act), including
advertisements, articles, research
reports, notices or other communications published in any
newspaper, magazine, on a website or in or on any similar media, or
broadcast over radio or television, or any seminar or meeting whose
attendees
have been invited by general solicitation or general
advertising; and
c. it will inform each purchaser who purchases the Placing
Shares from it of the transfer restrictions stated herein
and that if in the future such purchaser of Placing Shares
decides to offer, resell, pledge, or otherwise
transfer such Placing Shares, any offer, resale or transfer must
be made in compliance with the Securities Act.
The foregoing representations, warranties and confirmations are
given for the benefit of the Company and Liberum.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities,
transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto)
payable outside the United Kingdom by them or any other person
on the subscription by them of any Placing Shares
or the agreement by them to subscribe for any Placing
Shares.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that Liberum or any of
its affiliates may, at their absolute discretion, agree to
become a Placee in respect of some or all of the Placing
Shares.
When a Placee or person acting on behalf of the Placee is
dealing with Liberum, any money held in an account
with Liberum on behalf of the Placee and/or any person acting on
behalf of the Placee will not be treated as client
money within the meaning of the rules and regulations of the FCA
made under FSMA. The Placee acknowledges
that the money will not be subject to the protections conferred
by the client money rules; as a consequence, this
money will not be segregated from Liberum money in accordance
with the client money rules and will be used by
Liberum in the course of its own business; and the Placee will
rank only as a general creditor of Liberum.
All times and dates in this Announcement may be subject to
amendment. Liberum shall notify the Placees and
any person acting on behalf of the Placees of any changes.
Past performance is not a guide to future performance and
persons needing advice should consult an independent
financial adviser.
Appendix II
Definitions
The following definitions apply throughout this Announcement,
unless otherwise stated or the context requires otherwise:
"Admission" admission of the Placing Shares to trading on AIM
and such admission becoming effective in accordance with Rule 6 of
the AIM Rules for Companies;
"AIM" the AIM market operated by the London Stock Exchange;
"AIM Rules for Companies" the London Stock Exchange's rules and
guidance notes contained in its "AIM Rules for Companies"
publication relating to companies whose securities are traded on
AIM, as amended from time to time;
"Announcement" this announcement (including the appendices to
this announcement);
"Articles" the articles of association of the Company in force
on the date hereof;
"Board" or "Directors" the directors of the Company, or any duly
authorised committee thereof;
"Circular" the Shareholder circular to be published in
connection with the General Meeting;
"Company" AFH Financial Group plc;
"CREST" the computerised settlement system (as defined in the
CREST Regulations) operated by Euroclear which facilitates the
transfer of title to shares in uncertificated form;
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755) including any enactment or subordinate
legislation which amends or supersedes those regulations and any
applicable rules made under those regulations or any such enactment
or subordinate legislation for the time being in force;
"Euroclear" Euroclear UK & Ireland Limited, a company
incorporated in England & Wales with registered number
02878738, being the operator of CREST;
"FCA" the Financial Conduct Authority in its capacity as the
competent authority for the purposes of Part VI of FSMA;
"Form of Proxy" the form of proxy for use at the General
Meeting;
"FSMA" the Financial Services and Markets Act 2000 (as
amended);
"General Meeting" or "GM" the general meeting of the Company to
be held on 4 December 2017;
"Group" the Company together with its subsidiaries from time to
time;
"London Stock Exchange" London Stock Exchange plc;
"Liberum" Liberum Capital Limited, Ropemaker Place, 25 Ropemaker
Street, London EC2Y 9LY;
"Ordinary Shares" the ordinary shares of 10 pence each in the
share capital of the Company;
"Placing" the placing of the Placing Shares at the Placing Price
by Liberum as agent for and on behalf of the Company pursuant to
the terms of the Placing Agreement;
"Placing Agreement" the conditional agreement dated 15 November
2017 between (1) the Company, (2) Liberum relating to the Placing,
further details of which are set out in this Announcement;
"Placing Price" 250 pence per Placing Share;
"Placing Shares" the new Ordinary Shares to be issued by the
Company and subscribed for pursuant to the Placing;
"Prospectus Directive" 2003/71/EC of the European Parliament and
Council of 4 November 2003 (as amended) and any relevant
implementing measure in each member state of the European Economic
Area that has implemented the Prospectus Directive
"Prospectus Rules" the rules made for the purposes of Part VI of
FSMA in relation to offers of securities to the public and
admission of securities to a regulated market;
"Regulation D" Regulation D as promulgated under the Securities
Act;
"Regulation S" Regulation S as promulgated under the Securities
Act;
"Resolutions" the resolutions required to allot and issue the
Placing Shares to be set out in the notice of the General Meeting
contained in the Circular;
"Securities Act" or "U.S. Securities Act" the United States
Securities Act of 1933, as amended;
"Shareholders" holders of Ordinary Shares, from time to
time;
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland;
"uncertificated" or "in uncertificated form" recorded on the
relevant register 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;
"US" or "United States" the United States of America, its
territories and possessions, any state of the United States of
America and the district of Columbia and all other areas subject to
its jurisdiction;
"US Person" bears the meaning ascribed to such term by
Regulation S; and
"GBP" pounds sterling, the lawful currency of the UK from time
to time.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEFFEEELFWSEIF
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