TIDMAFX
RNS Number : 8418C
Alpha FX Group PLC
03 October 2018
NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT CONSTITUTES AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE OR ACQUIRE ANY SECURITIES IN ANY JURISDICTION IN WHICH
ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL AND THE
INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY
JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT DOES NOT
CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES
OF AMERICA AND NO SECURITIES HAVE BEEN OR WILL BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT 1933, AS AMED (THE "SECURITIES
ACT") OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION IN THE UNITED STATES OF AMERICA.
3 October 2018
Alpha FX Group plc
("Alpha FX" or the "Company" or the "Group")
Proposed Placing
Alpha FX Group plc (AIM: AFX), a UK-based foreign exchange
service provider working for corporates and institutions, today
announces that it proposes to raise gross proceeds of up to GBP20
million through the placing ("Placing") by way of an accelerated
bookbuild of GBP0.002 ("Ordinary Shares") new ordinary shares in
the capital of the Company ("Placing Shares") at a price of 620
pence per Placing Share (the "Placing Price").
Summary of the Placing
-- Placing to raise gross proceeds of up to GBP20 million for
the Group at 620 pence per Placing Share
-- Net proceeds of the Placing to be used to expand the Group's
forward book, enabling an increase in the number of FX transactions
the Group can enter into, and capitalise on current growth
opportunities
-- Placing by way of an accelerated bookbuild
-- Books are open with immediate effect
-- Liberum Capital Limited ("Liberum") is acting as Sole Bookrunner
Reasons for the Placing and Use of Proceeds
At its IPO in April 2017 the Group raised GBP11.6 million (net
of expenses) in order to expand the size of its forward book,
therefore increasing the number of FX transactions it could enter
into, and repay shareholder loans.
Alpha FX has delivered results ahead of the expectations set at
the time of the IPO. As well as further penetrating its core UK
corporate market, it has substantially increased its addressable
market and diversified its revenue streams through a number of
areas including extending its offering to European jurisdictions
from its London headquarters, launching its Derivatives Desk
(August 2017) and launching its Institutional Division (March
2018). It has also identified the Canadian market as a further
opportunity and intends to open an office in Toronto in Q4
2018.
Also since IPO the Group has made significant operational
progress, notably in terms of: the calibre of individuals that it
has recruited across all aspects of the business; building out a
team and strategy focused on client retention; investment in back
office personnel and system development; and enhancing its
regulatory status and compliance personnel. The Group has also
invested in, and made significant improvements to, its proprietary
technology platform, which has further enhanced both the service
and product offering to its clients. The quality of the Group's
technology offering remains a key differentiator for the
Company.
The Group continues to execute on its strategy, announcing on 25
September 2018 that trading for the month of September had been
particularly strong and given the strong sales performance the
Board anticipated that the results for the full year ending 31
December 2018 will be ahead of market expectations.
The Group is now confident about future growth opportunities,
including:
-- a significant opportunity to continue penetrating its core UK corporate market;
-- expansion of its service offering across European
jurisdictions through multilingual speakers based in its London
headquarters;
-- investment in technology to further enhance its service and offering to clients;
-- further traction from the Institutional Division;
-- proposed penetration of new markets, such as Canada; and
-- the launch of its mass payment platform, Alpha Pay.
The Group therefore proposes to raise gross proceeds of up to
GBP20 million through a Placing to:
-- enable the expansion of its forward book, enabling a
significant increase in the number of FX transactions the Group can
enter into; and
-- capitalise on current growth opportunities.
The Group intends to change its dividend policy to a progressive
dividend policy in respect of FY19 onwards.
Details of the Placing
Liberum is acting as Sole Bookrunner 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
the Appendix to 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 the Appendix, 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 the Appendix to this
Announcement.
The Placing 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 Placing Shares to be
admitted to trading on the AIM market of London Stock Exchange
plc.
The Appendix sets out further information relating to the
Placing and the terms and conditions of the Placing.
Enquiries:
Alpha FX Group plc via Alma PR
Morgan Tillbrook, Founder and CEO
Tim Kidd, CFO
Henry Lisney, COO
Liberum Capital Limited (Nominated Adviser and Sole Broker) Tel: +44 (0) 20 3100 2000
Neil Patel
Richard Bootle
Kane Collings
Alma PR (Financial Public Relations) Tel: 07780 901979
Josh Royston
Helena Bogle
Rebecca Sanders - Hewett
Market Abuse Regulation
This announcement is released by Alpha FX Group plc and contains
inside information for the purposes of the Market Abuse Regulation
(EU) 596/2014 ("MAR") and is disclosed in accordance with the
Company's obligations under Article 17 of MAR. The person who
arranged for the release of this announcement on behalf of Alpha FX
Group plc was Tim Kidd, Chief Financial Officer.
Notes to Editors
Alpha FX is a UK-based foreign exchange service provider focused
on managing exchange rate risk for corporates and institutions that
trade internationally. The Group's primary client base consists of
corporates and institutions that have a requirement to convert
currency for a commercial purpose, such as buying or selling goods
and services overseas, repatriating profits, or expatriating
payroll. Since it was incorporated in 2010, Alpha FX has been able
to build and retain a high-quality client base that includes a
number of highly respected household brands.
Important Notices
Certain statements, beliefs and opinions in this announcement
are forward-looking, which reflect the Company's or, as
appropriate, the Company's directors' current expectations and
projections about future events. By their nature, forward-looking
statements involve a number of risks, uncertainties and assumptions
that could cause actual results or events to differ materially from
those expressed or implied by the forward-looking statements. These
risks, uncertainties and assumptions could adversely affect the
outcome and financial effects of the plans and events described
herein. Forward-looking statements contained in this announcement
regarding past trends or activities should not be taken as a
representation that such trends or activities will continue in the
future. Except as required by applicable law or regulation, the
Company does not undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. You should not place undue reliance on
forward-looking statements, which speak only as of the date of this
document.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended from time to time ("MiFID II");
(b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (c) local implementing
measures (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined
that they each are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: (a) the price of the Placing Shares
may decline and investors could lose all or part of their
investment; (b) the Placing Shares offer no guaranteed income and
no capital protection; and (c) an investment in the Placing Shares
is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result
therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Liberum will
only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Liberum is regulated by the FCA, is acting exclusively for the
Company and no one else in connection with the matters referred to
in this announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to the
customers of Liberum or for providing advice in relation to the
matters described in this announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Liberum or by any of its affiliates,
agents, directors, officers or employees as to, or in relation to,
the accuracy or completeness of this announcement or any other
written or oral information made available to or publicly available
to any interested party or its advisers, and any liability
therefore is expressly disclaimed.
No statement in this announcement is intended to be a profit
forecast or estimate, and no statement in this announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
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.
APPIX: TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT
HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT:
(A) PERSONS WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
AND ARE "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(1)(E) OF THE
EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND
INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER
STATE) (THE PROSPECTUS DIRECTIVE); AND (B) IN THE UNITED KINGDOM,
QUALIFIED INVESTORS WHO ARE ALSO: (I) "INVESTMENT PROFESSIONALS"
WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE ORDER); (II)
PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.") OF THE ORDER; OR
(III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS RELEVANT PERSONS).
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST
NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THIS APPIX DOES NOT ITSELF CONSTITUTE AN OFFER
FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS
ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR
SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES
REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMED (THE SECURITIES ACT) OR
WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR
TRANSFERRED IN THE UNITED STATES ABSENT REGISTRATION UNDER THE
SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM, OR AS PART OF A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES.
Persons who are invited to and who choose to participate in the
Placing, by making (or on whose behalf there is made) an oral or
written offer to subscribe for Placing Shares (the Placees), will
be deemed to have read and understood 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 particular each such Placee represents, warrants and
acknowledges to the Company and Liberum 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. except as otherwise permitted by Liberum, it is acquiring the
Placing Shares in an "offshore transaction" as defined in and
pursuant to Regulation S under the Securities Act; and
4. it understands (or if acting for the account of another
person, such person has confirmed that 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.
This Announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction in which such offer or solicitation is or may be
unlawful. This Announcement and the information contained herein is
not for publication or distribution, directly or indirectly, in
whole or in part, to persons in the United States, Australia,
Canada, Japan or the Republic of South Africa or in any other
jurisdiction in which such publication or distribution is unlawful.
Persons into whose possession this Announcement may come are
required by the Company to inform themselves about and to observe
any restrictions of transfer of this Announcement. No public offer
of securities of the Company is being made in the United Kingdom,
the United States or elsewhere.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the
Securities Act or any laws of or with any securities regulatory
authority of any state or other jurisdiction of the United States,
and may not be offered, sold, pledged or otherwise transferred
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and the securities laws of any state or other
jurisdiction of the United States. The Placing Shares are being
offered and sold outside the United States in accordance with
Regulation S.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement (including this Appendix). Any representation to the
contrary is a criminal offence in the United States.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance or the South African Reserve
Bank; and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws
of any state, province or territory of Australia, Canada, Japan or
the Republic of South Africa. Accordingly, the Placing Shares may
not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Japan or the Republic of
South Africa or any other jurisdiction outside the United
Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
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.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing will be deemed to
have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the
terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in this Appendix.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) on whose behalf a commitment to subscribe for Placing
Shares has been given.
Details of the Placing Agreement and the Placing Shares
Liberum has today entered into the Placing Agreement with the
Company under which Liberum has conditionally agreed on the terms
and subject to the conditions set out therein, as agent for the
Company, to use its reasonable endeavours to procure Placees for
the Placing Shares. The Placing is not being underwritten by
Liberum or any other person.
The number of Placing Shares will be determined following
completion of the Accelerated Book Build as set out in this
Announcement.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the Existing Ordinary
Shares, including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of
the Existing Ordinary Shares after the date of issue of the Placing
Shares and will be issued free of any pre-emption rights,
encumbrances, liens or other security interests.
Application for admission to trading
Application will be made for admission of the Placing Shares to
trading on AIM. It is expected that settlement of any such shares
and Admission will become effective on or around 8.00 a.m. on 8
October 2018 and that dealings in the Placing Shares will commence
at that time.
Accelerated Book Build
Liberum will today commence an Accelerated Book Building process
in respect to the Placing to determine demand for participation in
the Placing by any Placees at the Placing Price. This Appendix
gives details of the terms and conditions of, and the mechanics of
participation in, the Accelerated Book Build. No commissions will
be paid to Placees or by Placees in respect of any Placing
Shares.
Liberum and the Company shall be entitled to effect the Placing
(in whole or in part) by such alternative method to the Accelerated
Book Build as they may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. Liberum is acting as sole bookrunner to the Placing, as agent
for and on behalf of the Company. Liberum is regulated by the FCA,
is acting exclusively for the Company and no one else in connection
with the matters referred to in this Announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to the customers of Liberum or for providing
advice in relation to the matters described in this
Announcement.
2. Liberum is arranging the Accelerated Book Build and Placing as an agent of the Company.
3. Participation in the Accelerated Book Build will only be
available to persons who may lawfully be, and are, invited to
participate by Liberum. Liberum and its affiliates are entitled to
enter bids in the Accelerated Book Build as principal.
4. The Accelerated Book Build will establish the number of
Placing Shares to be issued at the Placing Price, which will be
agreed between Liberum and the Company following completion of the
Accelerated Book Build. The number of Placing Shares will be
announced on a Regulatory Information Service following the
completion of the Accelerated Book Build.
5. To bid in the Accelerated Book Build, prospective Placees
should communicate their bid to their usual sales contact at
Liberum. Each bid should state the number of Placing Shares which
the prospective Placee wishes to subscribe for at the Placing
Price. Bids may be scaled down by Liberum on the basis referred to
paragraph 9 below.
6. The Accelerated Book Build is expected to close this
afternoon but may be closed earlier or later at the discretion of
Liberum. Liberum may, in agreement with the Company, accept bids
that are received after the Accelerated Book Build has closed.
7. Each Placee's allocation will be confirmed to Placees orally,
or by email, by Liberum following the close of the Accelerated Book
Build and a trade confirmation or contract note will be dispatched
as soon as possible thereafter. Liberum's oral or emailed
confirmation to such Placee will constitute an irrevocable legally
binding commitment upon such person (who will at that point become
a Placee) in favour of Liberum and the Company, under which it
agrees to subscribe for the number of Placing Shares allocated to
it at the Placing Price on the terms and conditions set out in this
Appendix (which are deemed to be incorporated in such trade
confirmation or contract note) and in accordance with the Company's
Articles of Association.
8. The Company will make a further announcement following the
close of the Accelerated Book Build detailing the number of Placing
Shares to be issued at the Placing Price.
9. Subject to paragraphs 5 and 6 above, Liberum may choose to
accept or reject bids, either in whole or in part, on the basis of
allocations determined at its discretion (in consultation with the
Company) and may scale down any bids for this purpose on such basis
as they may determine. Liberum may also, notwithstanding paragraphs
5 and 6 above, subject to the prior consent of the Company: (i)
allocate Placing Shares after the time of any initial allocation to
any person submitting a bid after that time; and (ii) allocate
Placing Shares after the Accelerated Book Build has closed to any
person submitting a bid after that time.
10. A bid in the Accelerated Book Build will be made on the
terms and subject to the conditions in this Announcement and will
be legally binding on the Placee on behalf of which it is made and,
except with the consent of Liberum, will not be capable of
variation or revocation after the time at which it is submitted.
Each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to Liberum, to pay to Liberum (or as
Liberum may direct) in cleared funds an amount equal to the product
of the Placing Price and the number of Placing Shares for which
such Placee has agreed to subscribe. Each Placee's obligations will
be owed to Liberum.
11. Except as required by law or regulation, no press release or
other announcement will be made by Liberum or the Company using the
name of any Placee (or its agent), in its capacity as Placee (or
agent), other than with such Placee's prior written consent.
12. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
13. All obligations under the Accelerated Book Build and Placing
will be subject to fulfilment or (where applicable) waiver 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 "Right to terminate under the Placing Agreement".
14. By participating in the Accelerated Book Build, each Placee
agrees that its rights and obligations in respect of the Placing
will terminate only in the circumstances described below and will
not be capable of rescission or termination by the Placee.
15. To the fullest extent permissible by law and the applicable
rules of the FCA, neither Liberum nor any of its affiliates,
agents, directors, officers or employees shall have any liability
to Placees (or to any other person whether acting on behalf of a
Placee or otherwise whether or not a recipient of these terms and
conditions) in respect of the Placing. Each Placee acknowledges and
agrees that the Company is responsible for the allotment of the
Placing Shares to the Placees and Liberum shall have no liability
to the Placees for the failure of the Company to fulfil those
obligations. In particular, neither Liberum nor any of its
affiliates, agents, directors, officers or employees shall have any
liability (including to the extent permissible by law, any
fiduciary duties) in respect of Liberum's conduct of the
Accelerated Book Build or of such alternative method of effecting
the Placing (in whole or in part) as Liberum and the Company may
agree.
Conditions of the Placing
Completion of the Placing is conditional on, inter alia:
(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) none of the warranties or undertakings in the Placing
Agreement being untrue, inaccurate or misleading; and
(c) Admission becoming effective by no later than 8.00 a.m. on 8
October 2018 (or such later date as the Company and Liberum may
agree (being not later than 8.00 a.m. on 15 October 2018).
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 (or such
later time or date as the Company and Liberum may agree); (ii) any
of such conditions becomes incapable of being fulfilled; or (iii)
the Placing Agreement is terminated in its entirety in the
circumstances specified below, the Placing will lapse and the
Placee's rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by the Placee against
Liberum in respect thereof.
Liberum may, at its discretion and upon such terms as it thinks
fit, waive, or extend the period for, 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 save that the
above condition relating to Admission taking place may not be
waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
Neither Liberum nor the Company 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 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.
Right to terminate under the Placing Agreement
Liberum is entitled, at any time before Admission, to terminate
its obligations under the Placing Agreement by giving notice to the
Company in certain circumstances, including, inter alia:
(a) a breach of the warranties given by the Company in the Placing Agreement; or
(b) a breach by the Company of any of its obligations under the Placing Agreement; or
(c) in Liberum's opinion, there having been a material adverse
change in the condition (financial, operational, legal or
otherwise) or in the earnings of the Group; or
(d) the occurrence of a force majeure event which, in the
opinion of Liberum, will or is likely to be prejudicial to the
Group or the Placing.
Following Admission, the Placing Agreement is not capable of
termination to the extent that it relates to the Placing of the
Placing Shares. The rights and obligations of the Placees shall
terminate only in the circumstances described in these terms and
conditions and will not be subject to termination by or be capable
of rescission by the Placee or any prospective Placee at any time
or in any circumstances. By participating in the Placing, Placees
agree that the exercise by Liberum of any right of termination or
other discretion under the Placing Agreement shall be within the
absolute discretion of Liberum, and that it need not make any
reference to Placees and that it shall have no liability to Placees
whatsoever in connection with any such exercise.
No Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require a prospectus in the United Kingdom or in any
other jurisdiction. No offering document, admission document or
prospectus has been or will be published or submitted to be
approved by the FCA in relation to the Placing, and any Placees'
commitments will be made solely on the basis of the information
contained in the Announcement (including this Appendix) and the
Exchange Information (as defined below) and subject to any further
terms set out in the trade confirmation or contract note sent to
individual Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement is exclusively the
responsibility of the Company and confirms that it has neither
received nor relied on any other information (other than the
Exchange Information as defined below), representation, warranty,
or statement made by or on behalf of the Company or Liberum or any
other person and neither 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 and, if given or made, such information, representation,
warranty or statement must not be relied upon as having been
authorised by any of Liberum, the Company, or their respective
officers, directors, employees or agents.
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. Neither
the Company nor Liberum is making any undertaking or warranty to
any Placee regarding the legality of an investment in the Placing
Shares by such Placee under any legal, investment or similar laws
or regulations. No Placee should consider any information in this
Announcement to be legal, tax or business advice. Each Placee
should consult its own solicitor, tax adviser and financial adviser
for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00BF1TM596) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited (CREST) provided
that, subject to certain exceptions, Liberum reserves the right to
require settlement for, and delivery of, the Placing Shares (or a
portion thereof) to Placees by such other means that they deem
necessary if delivery or settlement is not possible or practicable
within CREST within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in any
Placee's jurisdiction.
Following the close of the Accelerated Book Build, each Placee
allocated Placing Shares in the Placing will be sent a trade
confirmation or contract note 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 (in GBP) and settlement
instructions. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in
accordance with either the standing CREST or certificated
settlement instructions that it has in place with Liberum.
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 (2) percentage points above LIBOR as
determined by Liberum.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Liberum may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for Liberum's account and benefit (as agent for
the Company), 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 or securities transfer tax (together with any interest or
penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf. By communicating a bid for Placing Shares,
each Placee confers on Liberum all such authorities and powers
necessary to carry out any such sale and agrees to ratify and
confirm all actions which Liberum lawfully takes in pursuance of
such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
or contract note is copied and delivered immediately to the
relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee 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
or securities transfer tax. Placees will not be entitled to receive
any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Company and Liberum:
1. it represents and warrants that it has read and understood
this Announcement, including the Appendix, in its entirety and that
its subscription for 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 in whole or in part;
2. it acknowledges that no offering document, admission document
or prospectus has been or will be prepared in connection with the
Placing and represents and warrants that it has not received and
will not receive a prospectus, admission document or other offering
document in connection therewith;
3. it acknowledges that the existing Ordinary Shares are
admitted to trading on AIM, and the Company is therefore required
to publish certain business and financial information in accordance
with the AIM Rules and EU Regulation 596/2014 (collectively
"Exchange Information") and that it is able to obtain or access
such information without undue difficulty;
4. it acknowledges that none of Liberum, the Company, any of
their respective affiliates, agents, directors, officers or
employees 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, agents, directors, officers or employees or any person
acting on behalf of any of them to provide it with any such
information;
5. it acknowledges that the content of this Announcement is
exclusively the responsibility of the Company, and that none of
Liberum, their respective affiliates, agents, directors, officers
or employees or any person acting on behalf of any of them has or
shall have any liability for any information, representation or
statement contained in this Announcement or any information
previously or concurrently 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 acquire the Placing
Shares is contained in this Announcement and any Exchange
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and
that it has neither received nor relied on any other information
given or representations, warranties or statements made by any of
Liberum or the Company, or, if received, it has not relied upon any
such information, representations, warranties or statements
(including any management presentation that may have been received
by any prospective Placee) and neither Liberum nor the Company will
be liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information,
representation, warranty or statement. Each Placee further
acknowledges and agrees that it has relied solely on its own
investigation of the business, financial or other position of the
Company in deciding to participate in the Placing and it will not
rely on any investigation that Liberum, its affiliates, agents,
directors, officers or employees or any person acting on behalf of
any of them has or may have conducted;
6. it represents and warrants that it has neither received nor
relied on any unpublished price sensitive information concerning
the Company in accepting this invitation to participate in the
Placing;
7. it acknowledges that none of Liberum, its affiliates, agents,
directors, officers or employees or any person acting on behalf of
any of them has or shall have any liability for the Exchange
Information, 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;
8. it represents and warrants that, unless specifically agreed
in writing with Liberum, it is acquiring the Placing Shares in an
"offshore transaction" as defined in and pursuant Regulation S
under the Securities Act;
9. it acknowledges that it is acquiring the Placing Shares for
its own account or for one or more accounts for which, in each
case, it exercises sole investment discretion, for investment
purposes and not with a view to any distribution or for resale in
connection with, the distribution thereof in whole or in part, in
the United States and that it has full power to make the
acknowledgements, representations and agreements herein on behalf
of each such account;
10. it acknowledges that the Placing Shares have not been and
will not be registered under the Securities Act or with any state
or other jurisdiction of the United States, nor approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission in the United States or any other United
States regulatory authority, and agrees not to reoffer, resell,
pledge or otherwise transfer the Placing Shares except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act;
11. unless otherwise specifically agreed in writing with
Liberum, it represents and warrants that neither it nor the
beneficial owner of such Placing Shares will be a resident of the
United States, Australia, Canada, Japan or the Republic of South
Africa;
12. it acknowledges that the Placing Shares have not been and
will not be registered under the securities legislation of the
United States, Australia, Canada, Japan or the Republic of South
Africa and, subject to certain exceptions, may not be offered,
sold, taken up, renounced or delivered or transferred, directly or
indirectly, within those jurisdictions;
13. it represents and warrants that the issue to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to transfer Placing Shares into a clearance system;
14. it represents and warrants that: (i) it has complied with
its obligations 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,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 and (ii) it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act
of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations (together, the Regulations); and, if
making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations 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 and has
obtained all governmental and other consents (if any) which may be
required for the purpose of, or as a consequence of, such purchase,
and it will provide promptly to Liberum such evidence, if any, as
to the identity or location or legal status of any person which
Liberum may request from it in connection with the Placing (for the
purpose of complying with such Regulations 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
Liberum on the basis that any failure by it to do so may result in
the number of Placing Shares that are to be purchased by it or at
its direction pursuant to the Placing being reduced to such number,
or to nil, as Liberum may decide at its sole discretion;
15. it represents and warrants that, to the extent it has
received in advance of the Placing any inside information (for the
purposes of the Market Abuse Regulation (EU Regulation No. 596/2014
("MAR")) and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities, it has not: (a) dealt
(or attempted to deal) in the securities of the Company; (b)
encouraged, recommended or induced another person to deal in the
securities of the Company; or (c) unlawfully disclosed inside
information to any person, prior to the information being made
publicly available;
16. if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, it represents and warrants that
the Placing Shares purchased by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in a
Member State of the 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;
17. it represents and warrants that it has not offered or sold
and, prior to the expiry of a period of six (6) months from
Admission, 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 Financial
Services and Markets Act 2000 (FSMA);
18. it 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;
19. it represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA) relating to
the Placing Shares in circumstances which do not require the
approval of the communication by an authorised person under section
21(1) of the FSMA;
20. it represents and warrants that it has complied and will
comply with all applicable provisions of the FSMA with respect to
anything done by it in relation to the Placing Shares in, from or
otherwise involving, the United Kingdom;
21. if in a Member State of the European Economic Area, unless
otherwise specifically agreed with Liberum in writing, it
represents and warrants that it is a Qualified Investor within the
meaning of the Prospectus Directive;
22. if in the United Kingdom, it represents and warrants that it
is a Qualified Investor: (i) who is an investment professional
within the meaning of Article 19(5) of the Order; (ii) who falls
within Article 49(2)(A) to (D) ("High Net Worth Companies,
Unincorporated Associations, etc.") of the Order; or (iii) to whom
this Announcement may otherwise be lawfully communicated;
23. it represents and warrants that it and any person acting on
its behalf is entitled to acquire the Placing Shares under the laws
of all relevant jurisdictions and that it has all necessary
capacity and has obtained all necessary consents and authorities
and taken any other necessary actions to enable it to commit to its
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations;
24. where it is acquiring Placing Shares for one or more managed
accounts, it represents and warrants that it is authorised in
writing by each managed account: (a) to acquire the Placing Shares
for each managed account; (b) to make on its behalf the
representations, warranties, acknowledgements, undertakings and
agreements in this Appendix and the Announcement of which it forms
part; and (c) to receive on its behalf any investment letter
relating to the Placing in the form provided to it by Liberum;
25. it 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 and/or the trade confirmation or contract note referred to
above, failing which the relevant Placing Shares may be placed with
other subscribers or sold as Liberum may in its sole discretion
determine and without liability to such Placee and it will remain
liable for any shortfall below the net proceeds of such sale and
the placing proceeds of such Placing Shares and may be required to
bear the liability for any stamp duty or stamp duty reserve tax or
security transfer tax (together with any interest or penalties due
pursuant to or referred to in these terms and conditions) which may
arise upon the placing or sale of such Placee's Placing Shares on
its behalf;
26. it acknowledges that none of Liberum, its affiliates,
agents, directors, officers or employees, or any person acting on
behalf of any of them, is making any recommendations to it,
advising it regarding the suitability of any transactions it may
enter into in connection with the Placing and that participation in
the Placing is on the basis that it is not and will not be treated
for these purposes as a client of Liberum and that Liberum has no
duties or responsibilities to it for providing the protections
afforded to its clients or customers or for providing advice in
relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing
Agreement nor for the exercise or performance of any of its rights
and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right;
27. it undertakes that the person whom it specifies for
registration as the 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, 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;
28. it 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 these terms and conditions or such agreements shall
be governed by and construed in accordance with the English law 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;
29. it acknowledges that time shall be of the essence as regards
to obligations pursuant to this Appendix to the Announcement;
30. it agrees it will be bound by the terms of the Company's Articles of Association;
31. it agrees that the Company, Liberum, and their respective
affiliates, agents, directors, officers and employees and others
will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and undertakings
which are given to Liberum on their own behalf and on behalf of the
Company and are irrevocable and it irrevocably authorises Liberum
and the Company to produce this Announcement or a copy thereof
pursuant to, in connection with, or as may be required by any
applicable law, regulation, administrative or legal proceeding or
official inquiry with respect to the matters covered hereby;
32. it agrees to indemnify on an after-tax basis and hold the
Company, Liberum and their respective affiliates, agents,
directors, officers and employees harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
33. it acknowledges 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;
34. it acknowledges 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 acknowledges that it is experienced in
investing in securities of this nature and is aware that it may be
required to bear, and it, and any accounts for which it may be
acting, are able to bear, the economic risk of, and is able to
sustain, a complete loss in connection with the Placing. It has
relied upon its own examination and due diligence of the Company
and its associates taken as a whole, and the terms of the Placing,
including the merits and risks involved; and
35. it acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the trade confirmation or
contract note 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 representations, warranties, acknowledgments and
undertakings contained in this Appendix are given to Liberum for
itself and on behalf of the Company and are irrevocable.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor
Liberum will be responsible, and the Placee to whom (or on behalf
of whom, or in respect of the person for whom it is participating
in the Placing as an agent or nominee) the allocation, allotment,
issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty
or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and Liberum in the
event that any of the Company and/or Liberum has incurred any such
liability to UK stamp duty or stamp duty reserve tax. If this is
the case, each Placee should seek its own advice and notify Liberum
accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Liberum does not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the 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 the 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's money in
accordance with the client money rules and will be used by Liberum
in the course of their 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.
No statement in this Announcement is intended to be a profit
forecast, and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEKXLBBVBFLFBX
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October 03, 2018 05:24 ET (09:24 GMT)
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