TIDMBVC
RNS Number : 2538D
BATM Advanced Communications Ld
24 June 2019
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION EU 596/2014.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, JAPAN, NEW
ZEALAND, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
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, OR UNDER THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED
STATES OF AMERICA.
For immediate release
24 June 2019
BATM Advanced Communications Limited
("BATM" or the "Company" or the "Group")
Proposed Fundraise to raise a minimum of US$15 million
BATM (LSE: BVC), a leading provider of real-time technologies
for networking solutions and medical laboratory systems, today
announces its intention to raise not less than US$15 million
(GBP11.8 million), before expenses, by way of a placing (the
"Placing") and direct subscription ("Subscription") of new ordinary
shares of 0.01 NIS each (together "New Ordinary Shares") in the
Company at a price of 42.5 pence per New Ordinary Share ("Issue
Price"), with certain eligible existing shareholders and new
institutional and other investors (the Placing and the Subscription
together being the "Proposed Fundraise").
Dr Zvi Marom, CEO of BATM, said: "Over the past three years, we
have been made investments in our businesses that have enabled us
to produce differentiated and best-in-class products that are now
entering the commercialisation phase. In our Networking & Cyber
division, we established a partnership with Arm to develop a
network function virtualisation ("NFV") ecosystem based on their
Neoverse architecture - becoming the only worldwide software vendor
to provide NFV functionality to Arm and Intel platforms. The net
proceeds of the Proposed Fundraise are expected to be utilised
primarily to advance our NFV. Specifically, one of the main use of
funds is to accelerate current NFV development projects with Arm as
well as new product and use case development for 5G networks, which
we believe is a key growth area for BATM in the short to medium
term."
Shore Capital Stockbrokers Ltd ("Shore Capital") is acting as
sole bookrunner (the "Bookrunner") in connection with the Placing.
Rosario Capital Ltd and its subsidiaries ("Rosario") is acting as
the Company's adviser solely in relation to the Subscription by
certain institutional investors based in Israel.
Highlights
-- The Company intends to raise not less than US$15 million in the Proposed Fundraise.
-- The Proposed Fundraise is being conducted via an accelerated
bookbuild (the "Bookbuild") expected to close no later than 8 a.m.
on 25 June 2019. The Bookbuild will be launched immediately
following this announcement and the Bookbuild is subject to the
terms and conditions set out in the Appendix to this
announcement.
-- The Company has received indications from a number of its
largest existing shareholders that they will participate in the
Proposed Fundraise.
-- The net proceeds of the Proposed Fundraise are expected to be utilised as follows:
o Networking & Cyber division (approx. 90% of funds
raised):
-- potential acquisition opportunities;
-- acceleration of current NFV development projects with
Arm;
-- new product and use case development for 5G (MEC);
-- completion of development of CyberGuard product for NFV use
cases;
-- accelerating proof-of-concepts and working capital for
existing NFV and cyber products; and
-- marketing and sales initiatives.
o Bio-Medical division (approx. 10% of funds raised):
-- acceleration of current development, deployment and
certifications (including patents) in molecular biology
diagnostics; and
-- acceleration of agri-waste and pharma-waste treatment
installations.
-- Completion of the Proposed Fundraise is not subject to
Shareholder approval and will be conducted under existing share
capital authorities.
-- The New Ordinary Shares will rank equally with the Company's existing issued ordinary shares.
In addition, the Company is exploring a potential dual listing
on the Tel Aviv Stock Exchange (TASE) to benefit from access to a
wide range of investors and to create greater value for all
shareholders.
Company Highlights
-- BATM is a provider of real-time technologies focusing on two
application areas: networking & cyber, and bio-medical. The
Group's activities are built on strong patent-backed IP, based on
its expertise in algorithms and software development. The
Networking & Cyber division provides network function
virtualisation, carrier ethernet and cyber network monitoring
solutions. The Bio-medical division is focused on medical
diagnostic solutions and bio-waste treatment and sterilisation.
Both divisions operate in large, growth markets.
-- The Company believes that its two foremost growth opportunities are:
o NFV: The Group's operating system (NFVTime-OS) is the only
commercially available solution to run on both Intel and Arm NFV
platforms. The Group has a strategic partnership with Arm to
advance the Arm-based NFV ecosystem, with the Group's solution
being integrated into the products of major chipmakers, including
NXP Semiconductors. BATM is strategically well-placed to benefit as
network functions become increasingly virtualised.
o Molecular diagnostics: The Group's joint venture, Ador
Diagnostics, is developing a new product designed to enable rapid,
accurate, sample-to-answer diagnosis of bacterial, viral or fungal
infections in under an hour using DNA sampling. In January 2019,
Ador secured up to US$30 million of investment for this multiplexed
molecular diagnostics system. The Group is targeting
commercialisation in 2020.
-- Recent developments in the Networking & Cyber division, include:
o Launched a new technology under its long-standing partnership
with NXP Semiconductors to enable a significant increase in network
traffic, without requiring an increase in computing power, when
licensing the Group's NFVTime on certain NXP processors built on
Arm core technology.
o Entered into a strategic technology partnership with
Clavister, a leader in high-performance cybersecurity solutions, to
run its Arm-optimised virtualised cybersecurity platform on
NFVTime.
o Received an initial US$2 million contract from a branch of a
national armed forces, a new customer, for the provision of a
combined cyber security and networking solution to be delivered
over an approximate 18-month period.
-- Recent developments in the Bio-medical division, include:
o Completion of the initial investment of US$14.5 million under
the agreement for up to US$30 million to provide additional funds
for the commercialisation of the molecular biology-based solutions
being developed by Ador Diagnostics.
o Received a contract from a major food manufacturing group in
the Philippines for the Group's agri-waste treatment solution -
representing the Group's first customer for this solution outside
of Israel.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS Dates
Announcement of the Proposed Fundraise 24 June 2019
Completion of the Proposed Fundraise*, Admission effective 8.00 a.m. on 1
and dealings expected to commence in the New Ordinary July 2019
Shares on the Main Market
New Ordinary Shares credited to CREST stock accounts* 1 July 2019
*Each of the times and dates in the above timetable is subject
to change. If any of the above times and/or dates change, the
revised times and/or dates will be notified to Shareholders by
announcement through a Regulatory Information Service. References
to time in this announcement are to London time.
Additional information on the Proposed Fundraise and the
Bookbuild
The final number of New Ordinary Shares to be issued pursuant to
the Proposed Fundraise will be determined following the close of
the Bookbuild.
The timing of the closing of the Bookbuild and allocations of
the New Ordinary Shares are at the discretion of the Bookrunner (in
the UK), Rosario (in Israel) and the Company. The details of the
results of the Proposed Fundraise will be announced as soon as
practicable after the close of the Bookbuild. Your attention is
drawn to the detailed terms and conditions of the Proposed
Fundraise described in Appendix 1 which forms part of this
announcement.
By choosing to participate in the Proposed Fundraise and by
making an oral and legally binding offer to acquire New Ordinary
Shares, investors will be deemed to have read and understood this
announcement in its entirety (including the Appendices) and to be
making such offer on the terms and subject to the conditions in it,
and to be providing the representations, warranties and
acknowledgements contained in the Appendix.
The New Ordinary Shares will be allotted under the Company's
existing shareholder authorities granted at the annual general
meeting of the Company on 28 November 2018. The Company's Articles
do not contain any pre-emption rights and there is therefore no
obligation on the Company to first offer any New Ordinary Shares to
existing shareholders of the Company in the Proposed Fundraise.
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on the premium
segment of the Main Market. It is expected that Admission will
become effective at 8.00 a.m. on 1 July 2019.
The Placing will be subject to the terms and conditions of the
placing agreement to be entered into between the Bookrunner and the
Company.
Further updates will be provided as and when appropriate.
Enquiries:
BATM Advanced Communications
Dr Zvi Marom, Chief Executive Officer +972 9866 2525
Moti Nagar, Chief Financial Officer
Shore Capital Stockbrokers
Mark Percy, Anita Ghanekar, James
Thomas +44 20 7408 4050
Rosario Capital Ltd
Nadav Raban, Tamar Cohen +972 3693 1999
Luther Pendragon
Harry Chathli, Claire Norbury, Joe
Quinlan +44 20 7618 9100
Market Abuse Regulation
This announcement is released by BATM Advanced Communications
Limited 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 BATM Advanced Communications Limited was Dr Zvi Marom,
Chief Executive Officer.
Important Notices
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 distribution of this announcement and the offering of the
New Ordinary Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company or Shore Capital 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 by the Company and
Shore Capital to inform themselves about, and to observe such
restrictions.
This announcement is being 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 Shore
Capital, Rosario nor any of their affiliates, agents, directors,
officers, employees or advisers ("Affiliates") for the contents of
this announcement, or any other written or oral information made
available to or publicly available to any interested party or its
advisers, or any other statement made or purported to be made by or
on behalf of Shore Capital, Rosario or any of their Affiliates in
connection with the Company or the Proposed Fundraise and any
responsibility therefor is expressly disclaimed. 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 Shore Capital, Rosario or any of their Affiliates 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.
Forward-looking statements
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.
Target Market Assessment
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 New Ordinary 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 New Ordinary
Shares may decline and investors could lose all or part of their
investment; (b) the New Ordinary Shares offer no guaranteed income
and no capital protection; and (c) an investment in the New
Ordinary Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Shore Capital will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the New Ordinary
Shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
Further notices
Shore Capital 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 Shore Capital or for providing advice in relation to
the matters described in this announcement.
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.
This announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the New Ordinary Shares. Any
investment decision to buy New Ordinary Shares in the Proposed
Fundraise must be made on the basis of the terms and conditions set
out in the Appendix to this announcement. The price of Ordinary
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 I: TERMS AND CONDITIONS OF THE PROPOSED FUNDRAISE
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THESE TERMS AND CONDITIONS ARE DIRECTED ONLY AT: (A)
PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE
"QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2.1(E) OF THE
PROSPECTUS DIRECTIVE (DIRECTIVE 2003/71/EC), AS AMED (THE
"PROSPECTUS DIRECTIVE"), (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 ("ORDER") OR FALL WITHIN
THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS ETC." IN ARTICLE 49(2)(A) TO (D) OF THE ORDER AND (II)
ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000, AS AMED ("FSMA") OR (C) PERSONS TO
WHOM IT MAY BE COMMUNICATED IN ACCORDANCE WITH THE ISRAELI
SECURITIES LAW (D) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED (EACH, A "RELEVANT PERSON"). NO OTHER PERSON SHOULD
ACT ON 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, INVESTORS REPRESENT AND
AGREE THAT THEY ARE A RELEVANT PERSON.
THESE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS ANNOUNCEMENT OR THE PROPOSED FUNDRAISE
RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN
ONLY WITH RELEVANT PERSONS.
Introduction
These terms and conditions apply to persons making an offer to
acquire Placing Shares under the Proposed Fundraise. Each person to
whom these conditions apply, as described above, who confirms his
agreement to the Bookrunner (in the UK) or Rosario (in Israel)
(whether orally or in writing) to acquire New Ordinary Shares under
the Proposed Fundraise (an "Investor") hereby agrees with the
Bookrunner, Rosario and the Company to be bound by the contract
note issued by the Bookrunner (in the UK) or Rosario (in Israel) to
such Investor and these terms and conditions, being the terms and
conditions upon which Placing Shares will be sold under the
Proposed Fundraise. An Investor shall, without limitation, become
so bound when the Bookrunner (in the UK) or Rosario (in Israel)
confirms to such Investor its allocation of Placing Shares under
the Proposed Fundraise.
Upon being notified of its allocation of Placing Shares in the
Proposed Fundraise, an Investor shall be contractually committed to
acquire the number of Placing Shares allocated to them at the
Placing Price and, to the fullest extent permitted by law, will be
deemed to have agreed not to exercise any rights to rescind or
terminate or otherwise withdraw from such commitment. Dealing may
not begin before any notification is made.
These terms and conditions of the Placing will also apply to the
Subscription with the necessary changes. The Subscription is being
managed on behalf of the Company by Rosario in the State of Israel.
Only Rosario will be acting for the Company in respect of the
Subscription and Shore Capital has no involvement whatsoever and no
liability to any party subscribing for Ordinary Shares being issued
pursuant to the Subscription. The Subscription will be carried out
and the terms and conditions relevant to the Subscription, will
take place only in the State of Israel. For the avoidance of doubt,
these terms and conditions together with the Tofes Hazmana issued
by Rosario to Subscribers under the terms of the Subscription
(Subscription Form), set out the full and complete offer of New
Ordinary Shares to Subscribers. While both the Placing and the
Subscription would take place under the laws of England and Wales
and be subject to the exclusive jurisdiction of the courts in
England and Wales, the Israeli Securities Law and regulations
promulgated thereunder (Israeli Securities Laws) will apply to the
Subscription and to the extent that there is any conflict between
the Israeli Securities Laws and the terms and conditions, the
Israeli Securities Laws will take precedence in respect of the
Subscription. Furthermore, the Company is incorporated under the
laws of the State of Israel and to the extent it is relevant
Israeli Companies law applies to the Company.
Application for Admission
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on the Main Market.
Subject to the satisfaction or waiver of the conditions of the
Placing Agreement (the "Conditions"), it is expected that Admission
will take place and dealings in the Placing Shares will commence on
1 July on or around 8.00 a.m.
Bookbuilding Process
Commencing today, the Bookrunner will be conducting an
accelerated bookbuilding process to determine demand for
participation in the Placing by Placees (the "Bookbuilding
Process"). At the same time Rosario will be carrying out the
Subscription by inviting potential subscribers to participate in
the Subscription. This Announcement gives details of the terms and
conditions of, and the mechanics of participation in, the Placing,
and to the extent not overridden by the Rosario Order, the
Subscription. No commissions will be paid by or to Placees in
respect of any participation in the Placing or subscription for
Placing Shares.
Participation in, and principal terms of, the Bookbuilding
Process
Participation in the Placing is by invitation only and will only
be available to persons who may lawfully be, and are, invited to
participate by the Bookrunner. The Bookbuilding Process will
establish the number of Placing Shares to be issued pursuant to the
Placing at the Placing Price.
The book will open with immediate effect. The Bookbuilding
Process is expected to close not later than 8.00 am on 25 June
2019, but may be closed at such earlier or later time as the
Bookrunner may, in its absolute discretion (after consultation with
the Company), determine. A further announcement will be made
following the close of the Bookbuilding Process detailing the
number of New Ordinary Shares to be subscribed for by the Placees
and the Subscribers at the Placing Price.
A bid in the Bookbuilding Process will be made on the terms and
conditions in this Announcement and will be legally binding on the
Placee on behalf of which it is made and, except with the
Bookrunner's consent, will not be capable of variation or
revocation after the close of the Bookbuilding Process.
A Placee who wishes to participate in the Bookbuilding Process
should communicate its bid by telephone to its usual sales contact
at the Bookrunner. Each bid should state the number of Placing
Shares that the prospective Placee wishes to subscribe for at the
Placing Price. If successful, the Bookrunner will re-contact and
confirm orally to Placees following the close of the Bookbuilding
Process the size of their respective allocations and a trade
confirmation will be despatched as soon as possible thereafter. The
Bookrunner's confirmation (either oral or written) of the size of
allocations will constitute an irrevocable legally binding
agreement in favour of the Company and the Bookrunner pursuant to
which each such Placee will be required to accept the number of
Placing Shares allocated to the Placee at the Placing Price and
otherwise on the terms and subject to the conditions set out in
these terms and in accordance with the Company's articles of
association. Each Placee's allocation and commitment will be
evidenced by a trade confirmation issued by the Bookrunner to such
Placee. The terms of this Appendix will be deemed incorporated in
that trade confirmation.
The Bookrunner reserves the right to scale back the number of
Placing Shares to be subscribed by any Placee in the event that the
Placing is oversubscribed. The Bookrunner also reserves the right
not to accept offers to subscribe for Placing Shares or to accept
such offers in part rather than in whole. The acceptance and, if
applicable, scaling back of offers shall be at the absolute
discretion of the Bookrunner.
Each Placee's obligations will be owed to the Company and to the
Bookrunner. Following the oral confirmation referred to above, each
Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the Company and the Bookrunner, as
agent of the Company, to pay to the Bookrunner (or as the
Bookrunner may direct) in cleared funds on the date specified an
amount equal to the product of the Placing Price and the number of
Placing Shares allocated to such Placee.
To the fullest extent permissible by law, neither the
Bookrunner, any subsidiary of the Bookrunner, any branch, affiliate
or associated undertaking of the Bookrunner or of any such
subsidiary nor any of their respective directors, officers,
employees, agents or advisers ("Bookrunner Affiliate") nor any
person acting on their behalf shall have any liability to Placees
(or to any other person whether acting on behalf of a Placee or
otherwise). In particular, neither the Bookrunner, any Bookrunner
Affiliate nor any person acting on their behalf shall have any
liability (including, to the extent legally permissible, any
fiduciary duties), in respect of its conduct of the Bookbuilding
Process or of such alternative method of effecting the Placing as
the Bookrunner may determine.
All obligations of the Bookrunner under the Placing will be
subject to fulfilment of the conditions referred to in this
Announcement including without limitation those referred to below
under "Conditions of the Placing".
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of the Bookrunner under the Placing Agreement
are conditional, among other things, upon:
(i) the release of this Announcement;
(ii) the Admission of the Placing Shares occurring not later
than 1 July 2019 or such later time and/or date as the Bookrunner
and the Company may agree (but in any event not later than 31 July
2019);
(iii) the warranties on the part of the Company contained in the
Placing Agreement being true and accurate and not misleading on and
as of the date of the Placing Agreement and at Admission;
(iv) there not having arisen or occurred before either Admission
any matter, fact, circumstance or event, such that in the opinion
of the Bookrunner, a supplementary circular or announcement is
required to be made unless a supplementary document has been
published or an announcement has been released to a RIS; and
(v) the Company having complied with its obligations under the
Placing Agreement to the extent they fall to be performed prior to
the Admission.
If (a) the Conditions of the Placing are not fulfilled (or to
the extent permitted under the Placing Agreement waived by the
Bookrunner), or (b) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse and each
Placee's rights and obligations arising under these terms shall
cease and determine at such time and no claim may be made by a
Placee in respect thereof.
Neither of the Bookrunner, any Bookrunner Affiliate, Rosario or
the Company, nor any subsidiary of the Company, nor any branch,
affiliate or associated undertaking of any such company nor any of
their respective directors, officers and employees (each a "Company
Affiliate") shall have any liability to any Placee or Subscriber
(or to any other person whether acting on behalf of a Placee or a
Subscriber or otherwise) in respect of any decision it may make as
to whether or not to waive or to extend the time and/or date for
the satisfaction of any condition in the Placing Agreement or in
respect of the Placing or the Subscription generally.
By participating in the Placing, each Placee agrees that the
Bookrunner's rights and obligations in respect of the Placing may
terminate, inter alia, in the circumstances described below under
"Right to terminate the Placing Agreement".
Right to terminate the Placing Agreement
The Bookrunner has the right to terminate the Placing Agreement
in certain circumstances prior to either Admission, in particular,
where any warranty was, when given, untrue, inaccurate or
misleading, or where any warranty is not, or has ceased to be,
true, accurate or not misleading (or would not be true, accurate or
not misleading if then repeated) by reference to the facts
subsisting at the relevant time, where the Company has failed to
comply with certain of its obligations under the Placing Agreement,
or upon the occurrence of a force majeure event or a material
adverse change in the financial or trading position or prospects of
any member of the Group.
By participating in the Placing, each Placee agrees with the
Bookrunner that the exercise by the Bookrunner of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of the Bookrunner and that the
Bookrunner need not make any reference to the Placees in this
regard and that, to the fullest extent permitted by law, neither
the Company, the Bookrunner, any Bookrunner Affiliate nor any
Company Affiliate shall have any liability whatsoever to the
Placees in connection with any such exercise or failure to so
exercise.
No Prospectus
No offering document or prospectus has been or will be prepared
in relation to the Placing or the Subscription and no such
prospectus is required (in accordance with the Prospectus Directive
and the Israeli Securities Law) to be published or submitted to be
approved by the FCA and Placees' commitments will be made solely on
the basis of the information contained in this Announcement and any
other Company announcement.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement is exclusively the
responsibility of the Company and confirms to the Bookrunner,
Rosario and the Company that it has neither received nor relied on
any information, representation, warranty or statement made by or
on behalf of the Bookrunner or Rosario (other than the amount of
the relevant Placing participation in the oral confirmation given
to Placees and the trade confirmation referred to below), any
Bookrunner or Rosario Affiliate, any persons acting on its or their
behalf or the Company or any Company Affiliate and neither the
Bookrunner, Rosario, any Bookrunner or Rosario Affiliate, nor any
persons acting on their behalf, the Company, any Company Affiliate
nor any persons acting on their behalf will be liable for the
decision of any Placee to participate in the Placing based on any
other information, representation, warranty or statement which the
Placee may have obtained or received (regardless of whether or not
such information, representation, warranty or statement was given
or made by or on behalf of any such persons). By participating in
the Placing, each Placee acknowledges to and agrees with its
respective Bookrunner, for itself and as agent for the Company that
(except for, in relation to the Company, the information contained
in this Announcement) it has relied on its own investigation of the
business, financial or other position of the Company in deciding
whether to participate in the Proposed Fundraise. Nothing in this
paragraph shall exclude the liability of any person for fraud or
fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (and/or the
DIs) following Admission will take place within the CREST system,
using the delivery versus payment mechanism, subject to certain
exceptions. The Bookrunner reserve the right to require settlement
for and delivery of the Placing Shares to Placees by such other
means as they may deem necessary, including, without limitation, if
delivery or settlement is not possible or practicable within the
CREST system within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in the
Placee's jurisdiction.
The expected timetable for settlement will be as follows:
Trade Date 26 June 2019
Settlement Date 1 July 2019
-------------
ISIN Code IL0010849045
-------------
SEDOL 0911146
-------------
Deadline for input instruction 26 June 2019
into CREST
-------------
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation stating the number of Placing Shares allocated
to it, the Placing Price, the aggregate amount owed by such Placee
to the Bookrunner and settlement instructions. Placees should
settle against the CREST ID provided to them by the Bookrunner. It
is expected that such trade confirmation will be despatched on the
expected trade date shown above. Each Placee agrees that it will do
all things necessary to ensure that delivery and payment is
completed in accordance with either the standing CREST or
certificated settlement instructions which it has in place with the
Bookrunner, as applicable.
It is expected that settlement will take place on the relevant
Settlement Dates shown above on a delivery versus payment basis in
accordance with the instructions set out in the trade confirmation
unless otherwise notified by the Bookrunner.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the base rate of
HSBC Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations, the Bookrunner may sell any or all of the
Placing Shares allocated to the Placee on such Placee's behalf and
retain from the proceeds, for the relevant Bookrunner's own account
and profit, an amount equal to the aggregate amount owed by the
Placee plus any interest due. The Placee will, however, remain
liable for any shortfall below the aggregate amount owed by such
Placee and it may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties) which may
arise upon the sale of such Placing Shares on such Placee's
behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to any levy, stamp duty or stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither the Bookrunner nor the Company
shall be responsible for the payment thereof. Placees will not be
entitled to receive any fee or commission in connection with the
Placing.
Agreement to acquire Placing Shares
Conditional on Admission occurring and becoming effective by
8.00 a.m. (London time) on 1 July 2019 (or such later time and/or
date as the Company and the Bookrunner may agree) and on the
Placing Agreement being otherwise unconditional in all respects and
not having been terminated in accordance with its terms on or
before Admission, an Investor agrees to become a member of the
Company and agrees to acquire Placing Shares at the Placing Price.
The number of Placing Shares acquired by such Investor under the
Placing shall be in accordance with the arrangements described
above.
Payment for Placing Shares
Each Investor undertakes to pay the Placing Price for the
Placing Shares acquired by such Investor in such manner and at such
time as shall be directed by the Bookrunner (in the UK) or Rosario
(in Israel). In the event of any failure by an Investor to pay as
so directed, the relevant Investor shall be deemed hereby to have
appointed the Bookrunner (in the UK) or the Company (in Israel) or
heir nominees to sell (in one or more transactions) any or all of
the Placing Shares in respect of which payment has not been made as
so directed and to have agreed to indemnify on demand that
Bookrunner or the Company in respect of any liability for stamp
duty and/or stamp duty reserve tax arising in respect of any such
sale or sales.
Representations and warranties
By receiving this announcement, each Investor and, to the extent
applicable, any person confirming his agreement to acquire Placing
Shares on behalf of an Investor or authorising Bookrunner to notify
an Investor's name to the Registrars, is deemed to acknowledge,
agree, undertake, represent and warrant to the Bookrunner, the
Registrars and the Company that:
(i) the Investor has read this Announcement in its entirety and
acknowledges that its participation in the Placing shall be made
solely on the terms and subject to the conditions set out in these
terms and conditions, the Placing Agreement and the Articles. Such
Investor agrees that these terms and conditions and the contract
note issued by the Bookrunner to such Investor represent the whole
and only agreement between the Investor, the Bookrunner and the
Company in relation to the Investor's participation in the Placing
and supersedes any previous agreement between any of such parties
in relation to such participation. Accordingly, all other terms,
conditions, representations, warranties and other statements which
would otherwise be implied (by law or otherwise) shall not form
part of these terms and conditions. Such Investor agrees that none
of the Company, the Bookrunner nor any of their respective
officers, advisors or directors will have any liability for any
such other information or representation and irrevocably and
unconditionally waives any rights it may have in respect of any
such other information or representation;
(ii) the content of this Announcement is exclusively the
responsibility of the Company and the Directors and that neither
the Bookrunner, nor Rosario nor any person affiliated with them or
acting on their behalf is responsible for 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 or any member of the Group
and will not be liable for any decision by an Investor to
participate in the Proposed Fundraise based on any information,
representation or statement contained in this Announcement or
otherwise;
(iii) the Investor has not relied on either the Bookrunner or
Rosario or any person affiliated with them in connection with any
investigation of the accuracy of any information contained in this
announcement or its investment decision;
(iv) in agreeing to acquire Placing Shares under the Proposed
Fundraise, the Investor is relying on this Announcement and not on
any draft hereof or other information or representation concerning
the Group, the Proposed Fundraise or the Placing Shares. Such
Investor agrees that neither the Company nor the Bookrunner nor
Rosario nor their respective officers, directors, advisors or
employees will have any liability for any such other information or
representation and irrevocably and unconditionally waives any
rights it may have in respect of any such other information or
representation;
(v) the Bookrunner and Rosario are not making any
recommendations to Investors or advising any of them regarding the
suitability or merits of any transaction they may enter into in
connection with the Proposed Fundraise, and each Investor
acknowledges that participation in the Proposed Fundraise is on the
basis that it is not and will not be a client of the Bookrunner or
Rosario and that the Bookrunner and Rosario are acting for the
Company and no one else, and the Bookrunner and Rosario will not be
responsible to anyone else for the protections afforded to its
clients, and that the Bookrunner and Rosario will not be
responsible for anyone other than the Company for providing advice
in relation to the Proposed Fundraise, the contents of this
Announcement or any transaction, arrangements or other matters
referred to in this Announcement, and the Bookrunner and Rosario
will not be responsible for anyone other than the relevant parties
to the Placing Agreement in respect of any representations,
warranties, undertakings or indemnities contained in the Placing
Agreement or for the exercise or performance of the Bookrunner's
rights and obligations thereunder, including any right to waive or
vary any condition or exercise any termination right contained in
the Placing Agreement;
(vi) save in the event of fraud on its part (and to the extent
permitted by the rules of the Financial Conduct Authority), neither
of the Bookrunner nor Rosario nor any of their directors, advisors
or employees shall be liable to an Investor for any matter arising
out of the role of the Bookrunner as the Company's broker or
advisor or sponsor or otherwise, and that where any such liability
nevertheless arises as a matter of law each Investor will
immediately waive any claim against the Bookrunner, Rosario and
their respective directors and employees which an Investor may have
in respect thereof and to the extent permitted by law;
(vii) the Investor has complied with all applicable laws and
such Investor will not infringe any applicable law as a result of
such Investor's agreement to acquire Placing Shares under the
Proposed Fundraise and/or acceptance of these terms or any actions
arising from such Investor's rights and obligations under the
Investor's agreement to acquire Placing Shares under the Proposed
Fundraise and/or acceptance of these terms or under the
Articles;
(viii) all actions, conditions and things required to be taken,
fulfilled and done (including the obtaining of necessary consents)
in order: (i) to enable the Investor lawfully to enter into, and
exercise its rights and perform and comply with its obligations to
acquire the Placing Shares under the Proposed Fundraise; and (ii)
to ensure that those obligations are legally binding and
enforceable, have been taken, fulfilled and done. The Investor's
entry into, exercise of its rights and/or performance under, or
compliance with its obligations under the Proposed Fundraise, does
not and will not violate: (a) its constitutional documents; or (b)
any agreement to which the Investor is a party or which is binding
on the Investor or its assets;
(ix) it understands that no action has been or will be taken in
any jurisdiction by the Company, or the Bookrunner or Rosario or
any other person that would permit a public offering of the Placing
Shares, or possession or distribution of this Announcement, in any
country or jurisdiction where action for that purpose is required;
and that, if the Investor is in a relevant EEA member state, it is:
(i) a legal entity which is authorised or regulated to operate in
the financial markets or, if not so authorised or regulated, its
corporate purpose is solely to invest in securities; (ii) a legal
entity which has two or more of: (a) an average of at least 250
employees during the last financial year; (b) a total balance sheet
of more than EUR43,000,000; and (c) an annual net turnover of more
than EUR50,000,000, in each case as shown in its last annual or
consolidated accounts; (iii) otherwise permitted by law to be
offered and sold Placing Shares in circumstances which do not
require the publication by the Company of a prospectus pursuant to
Article 3 of the Prospectus Directive or other applicable laws; or
(iv) in the case of any Placing Shares acquired by an Investor as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, either:
(A) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their placing or resale to, persons in any relevant member state
other than qualified investors, as that term is defined in the
Prospectus Rules, or in circumstances in which the prior consent of
the Bookrunner has been given to the placing or resale; or
(B) where Placing Shares have been acquired by it on behalf of
persons in any relevant member state other than qualified
investors, the placing of those Placing Shares to it is not treated
under the Prospectus Rules as having been made to such persons;
(x) to the fullest extent permitted by law, the Investor
acknowledges and agrees to the disclaimers contained in this
Announcement and acknowledges and agrees to comply with the selling
restrictions set out in this Announcement;
(xi) the Placing Shares have not been and will not be registered
under the Securities Act or under the securities legislation of, or
with any securities regulatory authority of, any state or other
jurisdiction of the United States or under the applicable
securities laws of Australia, Canada, Japan, Israel or the Republic
of South Africa or where to do so may contravene local securities
laws or regulations;
(xii) the Investor is, and at the time the Placing Shares are
acquired, will be located outside the United States and eligible to
participate in an "offshore transaction" as defined in and in
accordance with Regulation S;
(xiii) the Investor is not acquiring the Placing Shares as a
result of any "directed selling efforts" as defined in Regulation S
or as a result of any form of general solicitation or general
advertising (within the meaning of Rule 502(c) of Regulation D
under the Securities Act);
(xiv) if it is acquiring the Placing Shares for the account of
one or more other persons, it has full power and authority to make
the representations, warranties, agreements and acknowledgements
herein on behalf of each such account;
(xv) the Investor is acquiring the Placing Shares for investment
purposes only and not with a view to any resale, distribution or
other disposition of the Placing Shares in violation of the
Securities Act or any other United States federal or applicable
state securities laws;
(xvi) the Company is not obliged to file any registration
statement in respect of resales of the Placing Shares in the United
States with the US Securities and Exchange Commission or with any
state securities administrator;
(xvii) the Company, the Registrar or transfer agent or other
agent of the Company, will not be required to accept the
registration of transfer of any Placing Shares acquired by the
Investor, except upon presentation of evidence satisfactory to the
Company that the foregoing restrictions on transfer have been
complied with;
(xviii) the Investor invests in or purchases securities similar
to the Placing Shares in the normal course of its business and it
has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an
investment in the Placing Shares;
(xix) the Investor has conducted its own investigation with
respect to the Company and the Placing Shares and has had access to
such financial and other information concerning the Company and the
Placing Shares as the Investor deemed necessary to evaluate the
merits and risks of an investment in the Placing Shares, and the
Investor has concluded that an investment in the Placing Shares is
suitable for it or, where the Investor is not acting as principal,
for any beneficial owner of the Placing Shares, based upon each
such person's investment objectives and financial requirements;
(xx) the Investor or, where the Investor is not acting as
principal, any beneficial owner of the Placing Shares, is able to
bear the economic risk of an investment in the Placing Shares for
an indefinite period and the loss of its entire investment in the
Placing Shares;
(xxi) there may be adverse consequences to the Investor under
tax laws in other jurisdictions resulting from an investment in the
Placing Shares and the Investor has made such investigation and has
consulted such tax and other advisors with respect thereto as it
deems necessary or appropriate;
(xxii) the Investor is not a resident of the United States,
Australia, Canada, Japan or the Republic of South Africa and
acknowledges that the Placing Shares have not been and will not be
registered nor will a prospectus be prepared in respect of the
Placing Shares under the securities legislation of the United
States, Australia, Canada, Japan, the Republic of Ireland, Israel
or the Republic of South Africa and, subject to certain exceptions,
the Placing Shares may not be offered or sold, directly or
indirectly, in or into those jurisdictions;
(xxiii) the Investor is liable for any capital duty, stamp duty
and all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines
or penalties relating to such payments) payable outside the UK by
it or any other person on the acquisition by it of any Placing
Shares or the agreement by it to acquire any Placing Shares;
(xxiv) in the case of a person who confirms to the Bookrunner
(in the UK) or to Rosario (in Israel) on behalf of an Investor an
agreement to acquire New Ordinary Shares under the Proposed
Fundraise and/or who authorises the Bookrunner (in the UK) or to
Rosario (in Israel) to notify such Investor's name to the
Registrars, that person represents that he has authority to do so
on behalf of the Investor;
(xxv) the Investor has complied with its obligations in
connection with the prohibition on money laundering and terrorist
financing under the Proceeds of Crime Act 2002, the Terrorism Act
2000 and the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017 ("Money
Laundering Regulations 2017") and in Israel with the Prohibition on
Money Laundering Law 2000 and any other applicable law concerning
the prevention of money laundering and, if it is making payment on
behalf of a third party, that: (i) satisfactory evidence has been
obtained and recorded by it to verify the identity of the third
party; and (ii) arrangements have been entered into with the third
party to obtain from the third party copies of any identification
and verification data immediately on request as required by the
Money Laundering Regulations 2017 and, in each case, agrees that
pending satisfaction of such obligations, definitive certificates
(or allocation under the CREST system) in respect of the Placing
Shares comprising the Investor's allocation may be retained at the
Bookrunner's discretion;
(xxvi) the Investor agrees that, due to anti-money laundering
and the countering of terrorist financing requirements, Bookrunner
and/or the Company may require proof of identity of the Investor
and related parties and verification of the source of the payment
before the application can be processed and that, in the event of
delay or failure by the Investor to produce any information
required for verification purposes, the Bookrunner and/or the
Company may refuse to accept the application and the moneys
relating thereto. The Investor holds harmless and will indemnify
the Bookrunner and/or the Company against any liability, loss or
cost ensuing due to the failure to process this application, if
such information as has been required has not been provided by it
or has not been provided on a timely basis;
(xxvii) the Investor is not, and is not applying as nominee or
agent for, a person which is, or may be, mentioned in any of
sections 67, 70, 93 and 96 of the Finance Act 1986 (depository
receipts and clearance services);
(xxviii) the Investor has complied with and will comply with all
applicable provisions of FSMA with respect to anything done by the
Investor in relation to the Placing in, from or otherwise involving
the UK;
(xxix) if the Investor is in the UK, the Investor is a person:
(i) who has professional experience in matters relating to
investments falling within article 19(5) of the Order; or (ii) a
high net worth entity falling within article 49(2)(a) to (d) of the
Order; or (ill) is a person to whom this announcement may otherwise
be lawfully communicated, and in all cases is capable of being
categorised as a Professional Client or Eligible Counterparty for
the purposes of the Financial Conduct Authority Conduct of Business
Rules;
(xxx) if the Investor is in the EEA, the person is a
"Professional Client/Eligible Counterparty" within the meaning of
Annex 11/Article 24 (2) of MiFID and is not participating in the
Placing on behalf of persons in the EEA other than professional
clients or persons in the UK and other Member States (where
equivalent legislation exists) for whom the Investor has authority
to make decisions on a wholly discretionary basis;
(xxxi) each Investor in a relevant member state of the EEA who
acquires any Placing Shares under the Placing contemplated hereby
will be deemed to have represented, warranted and agreed with the
Bookrunner and the Company that: (i) it is a qualified investor
within the meaning of the law in that relevant member state
implementing Article 2(1) of the Prospectus Directive; and (ii) in
the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 3(2) of the
Prospectus Directive: (A) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
relevant member state other than qualified investors, as that term
is defined in the Prospectus Directive, or in other circumstances
falling within Article 3(2) of the Prospectus Directive and the
prior consent of the Bookrunner has been given to the offer or
resale; or (B) where Placing Shares have been acquired by it on
behalf of persons in any relevant member state 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;
(xxxii) represents and warrants that its participation in the
Placing would not give rise to an offer being required to be made
by it or any person with whom it is acting in concert pursuant to
Rule 9 of the City Code on Takeovers and Mergers or as such rule is
replicated in the Articles;
(xxxiii) in the case of a person who confirms to the Bookrunner
or to Rosario on behalf of an Investor an agreement to acquire
Placing Shares under the Placing and who is acting on behalf of a
third party, that the terms on which the Investor (or any person
acting on its behalf) are engaged enable it to make investment
decisions in relation to securities on that third party's behalf
without reference to that third party;
(xxxiv) the exercise by the Bookrunner of any rights or
discretions under the Placing Agreement shall be within the
absolute discretion of the Bookrunner and the Bookrunner need not
have any reference to any Investor and shall have no liability to
any Investor whatsoever in connection with any decision to exercise
or not to exercise or to waive any such right and each Investor
agrees that it shall have no rights against the Bookrunner or any
of its directors or employees under the Placing Agreement;
(xxxv) it irrevocably appoints any director of the Bookrunner as
its agent for the purposes of executing and delivering to the
Company and/or the Registrars any documents on its behalf necessary
to enable it to be registered as the holder of any of the Placing
Shares agreed to be taken up by it under the Placing and otherwise
to do all acts, matters and things as may be necessary for, or
incidental to, its acquisition of any Placing Shares in the event
of its failure so to do;
(xxxvi) it will indemnify and hold the Company, the Bookrunner,
Rosario and its respective affiliates harmless from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this paragraph and further agrees that the
provisions of this paragraph will survive after completion of the
Proposed Fundraise;
(xxxvii) the Bookrunner and Rosario may, in accordance with
applicable legal and regulatory provisions, engage in transactions
in relation to the Placing Shares and/or related instruments for
their own account and, except as required by applicable law or
regulation, the Bookrunner and Rosario will not make any public
disclosure in relation to such transactions;
(xxxviii) the Bookrunner, Rosario and their affiliates, each
acting as an investor for its or their own account(s), may bid or
subscribe for and/or purchase Placing Shares and, in that capacity,
may retain, purchase, offer to sell or otherwise deal for its or
their own account(s) in the Placing Shares, any other securities of
the Company or other related investments in connection with the
Proposed Fundraise or otherwise. Accordingly, references in this
Announcement to the Placing Shares being offered, subscribed,
acquired or otherwise dealt with should be read as including any
offer to, or subscription, acquisition or dealing by the
Bookrunner, Rosario and/or any of their affiliates, acting as an
investor for its or their own account(s). Neither the Bookrunner
nor Rosario nor the Company intend to disclose the extent of any
such investment or transaction otherwise than in accordance with
any legal or regulatory obligation to do so;
(xxxix) each of the Subscribers is a either a (i) Qualified
Investor pursuant to the Israel Securities Law, and undertakes to
provide the Company with all information and documents required to
support its representation herein, upon the Company's first demand.
Or (ii) is not a qualified investor, however the offer in the
Subscription is made, distributed or directed to not more than 35
non-qualified investors, subject to certain conditions in
compliance with the requirement of Israeli Securities Law; and
(xl) the Company, Rosario and the Bookrunner will rely upon the
truth and accuracy of each of the foregoing representations,
warranties and undertakings.
Supply and disclosure of information
If either the Bookrunner, Rosario, the Registrars or the Company
or any of their respective agents request any information about an
Investor's agreement to acquire Placing Shares, such Investor must
promptly disclose it to them and ensure that such information is
complete and accurate in all respects.
Miscellaneous
The rights and remedies of the Bookrunner, Rosario, the
Registrars and the Company under these terms and conditions are in
addition to any rights and remedies which would otherwise be
available to each of them, and the exercise or partial exercise of
one will not prevent the exercise of others.
(i) On application, each Investor may be asked to disclose, in
writing or orally to either of the Bookrunner:
(A) if he is an individual, his nationality; or
(B) if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
(ii) All documents will be sent at the Investor's risk. They may
be sent by post to such Investor at an address notified to the
Bookrunner.
(iii) Each Investor agrees to be bound by the Articles (as
amended from time to time) once the Placing Shares which such
Investor has agreed to acquire have been acquired by such
Investor.
(iv) These provisions may be waived, varied or modified as
regards specific Investors or on a general basis by the Bookrunner
in relation to the Placing and Rosario in relation to the
Subscription.
(v) The contract to acquire Placing Shares and the appointments
and authorities mentioned herein will be governed by, and construed
in accordance with, the laws of England and Wales. For the
exclusive benefit of the Bookrunner, Rosario, the Company and the
Registrars, each Investor irrevocably submits to the exclusive
jurisdiction of the English courts in respect of these matters.
This does not prevent an action being taken against an Investor in
any other jurisdiction.
(vi) In the case of a joint agreement to acquire Placing Shares,
references to an "Investor" in these terms and conditions are to
each of such Investors and such joint Investors' liability is joint
and several.
(vii) The Bookrunner, Rosario and the Company each expressly
reserve the right to modify the Proposed Fundraise (including,
without limitation, its timetable and settlement) at any time
before allocations of Placing Shares under the Proposed Fundraise
are determined.
(viii) The Proposed Fundraise is subject to the satisfaction of
the conditions contained in the Placing Agreement and the Placing
Agreement not having been terminated in accordance with its
terms.
Definitions
The following definitions apply throughout this Announcement,
unless the context requires otherwise or unless it is otherwise
specifically provided:
"Admission" admission of New Ordinary Shares
to trading on the Main Market becoming
effective in accordance with the
Listing Rules which is expected to
occur at 8.00 a.m. on 1 July 2019
"Announcement" this announcement including the Appendix
------------------------------------------
"Articles" the articles of association of the
Company from time to time current
------------------------------------------
"Bookbuilding Process" shall have the meaning given to it
in the Appendix-Terms and Conditions
of the Placing
------------------------------------------
"Bookrunner" Shore Capital Stockbrokers Limited
------------------------------------------
"Business Day" a day (other than a Saturday or Sunday)
on which commercial banks are open
for general business in London, England
(and to the extent relevant to the
Subscription only, a day on which
banks are open for general business
in Tel Aviv, Israel)
------------------------------------------
"Group" or "BATM" BATM Advanced Communications Ltd
or "Company"
------------------------------------------
"CREST" the computer-based system established
under the Regulations which enables
title to units of relevant securities
(as defined in the Regulations) to
be evidenced and transferred without
a written instrument and in respect
of which Euroclear UK & Ireland Limited
is the Operator (as defined in the
Regulations)
------------------------------------------
"DIs" means depository interests issued
by the Depository representing ordinary
shares which may be traded through
CREST in uncertificated form
------------------------------------------
"Directors" or "Board" the directors of the Company
------------------------------------------
"FCA" the Financial Conduct Authority of
the UK
------------------------------------------
"FSMA" the Financial Services and Markets
Act 2000 (as amended)
------------------------------------------
"Israeli Securities Israeli Securities Law 1968 and any
Law" regulations made pursuant to such
law including the Securities Regulations
2007
------------------------------------------
"Listing Rules" the Listing Rules of the Financial
Conduct Authority made in accordance
with section 73A(2) of FSMA
------------------------------------------
"London Stock Exchange" London Stock Exchange plc
------------------------------------------
"Main Market" the official list maintained by the
FCA for the purpose of Part VI of
FSMA
------------------------------------------
"Money Laundering Money Laundering, Terrorist Financing
Regulations 2017" and Transfer of Funds (Information
on the Payer) Regulations 2017
------------------------------------------
"Ordinary Shares" Ordinary Shares in the capital of
the Company
------------------------------------------
"Placees" those persons who have conditionally
agreed to subscribe for the Placing
Shares under the Proposed Fundraise
------------------------------------------
"Placing" the proposed conditional issue and
allotment at the Issue Price of the
Placing Shares to the Placees by
the Bookrunner in the UK as described
in the Announcement
------------------------------------------
"Placing Agreement" the agreement dated 24 June 2019
and made between Shore Capital and
the Company in relation to the Placing
------------------------------------------
"Placing Price"/"Issue the price at which New Ordinary Shares
Price" will be offered to Investors, namely
42.5 pence per Ordinary Share
------------------------------------------
"Placing Shares"/"New such number of Ordinary Shares to
Ordinary Shares" be issued by the Company pursuant
to the Proposed Fundraise
------------------------------------------
"Proposed Fundraise" the Placing and the Subscription
------------------------------------------
"Registrars" the registrars of the Company
------------------------------------------
"Rosario" Rosario Capital Ltd and its subsidiaries,
a company incorporated under the
law of Israel
------------------------------------------
"Securities Act" United States Securities Act of 1933,
as amended
------------------------------------------
"Subscribers" Investors who subscribe for New Ordinary
Shares pursuant to the Subscription
------------------------------------------
"Subscription" the proposed conditional issue and
allotment at the Issue Price of the
Placing Shares to the Placees by
Rosario in Israel as described in
the 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
IOEBLGDLCBDBGCS
(END) Dow Jones Newswires
June 24, 2019 12:26 ET (16:26 GMT)
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