TIDMNFC
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICES WITHIN THIS ANNOUNCEMENT. THIS
ANNOUNCEMENT IS NOT AN OFFER OF SECURITES FOR SALE OR SOLICITATION
OF AN OFFER TO BUY THE SECURITIES DISCUSSED HEREIN IN THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN OR IN ANY JURISDICTION IN WHICH
SUCH OFFER OR SOLICITATION IS UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU) NO.596/2014.
1 November 2018
Next Fifteen Communications Group plc
Acquisition and Placing
Next Fifteen Communications Group plc ("Next 15" or the
"Company"), the digital communications group, is pleased to
announce the acquisition today of Activate Marketing Services LLC
("Activate"), a B2B demand generation company based in San
Francisco and New York (the "Acquisition"). The Company also
announces its intention to undertake a non-preemptive cash placing
to raise gross proceeds of up to GBP20 million (the "Placing") to
fund the Acquisition and associated costs and to support future
identified acquisition opportunities in the near term.
Activate is a marketing service provider to technology
companies. Following the acquisition Activate will continue to
operate as an independent brand as part of the Next 15 Network.
The initial consideration for the acquisition is approximately
$9 million, which will be settled in full in cash. Deferred top-up
contingent consideration of up to $2.25 million is payable in 2019
based on performance targets for Activate for the 9 months ending
31 July 2019 payable in cash or up to 75 per cent. in shares at
Next 15's discretion.
Further deferred contingent consideration is payable over the
next 5 years, in cash or at Next 15's discretion up to 25 per cent.
in shares, dependent on Activate's profitability and a multiple
driven by margin and revenue growth post the Acquisition.
Taken together the initial consideration and top-up payment
represent a valuation of Activate of 6.1x on the forecast 2018
normalised EBIT.
The total consideration payable is capped at $48 million.
The Acquisition and Placing together are expected to be earnings
accretive for Next 15 in the first full year of ownership (FY20).
The Acquisition is not conditional on the Placing.
Highlights and rationale
-- Acquisition from its co-founders of 100 per cent. of Activate a B2B
demand generation specialist based in San Francisco and New
York
working with technology companies
-- Activate's current senior management, including co-founder and CEO Ed
Grossman and co-founder and President Martha Schwartz, will
remain
with and continue to run the business after the Acquisition
-- Activate combine buyer insights with content messaging to engage
customers and identify quality leads for their clients
-- Data-led proposition enables Activate to demonstrate ROI and revenue
generation for clients
-- Over 60 clients, engaged either through other agencies or directly,
the largest of which include IBM, Dell, VMware, Veritas and
Akamai
-- Activate is a complementary business to Next 15's digital content and
technology businesses with a similar client base, and would sit
within
Next 15's technology segment
-- Activate is anticipated to generate $13.7 million revenue and $4.1
million adjusted EBIT in the year to December 20181
-- Acquisition in line with the Group's strategy to enhance the use of
data to inform its services and to target niche fast-growing
areas of
digital marketing
-- The Placing is being conducted through an accelerated bookbuild to
raise gross proceeds of up to GBP20 million, with the bookbuild
to
commence immediately following this announcement
-- The Placing proceeds will be used to fund the Acquisition and
associated costs and to support future identified acquisition
targets,
that provide a compelling strategic fit, in the near term
-- This funding will allow Next 15 to act flexibly in relation to further
transactions
Current trading
The Group continues to see high single digit organic revenue
growth following the interim results announcement in September. The
prospects for H2 remain good and the Board remains confident the
Group will meet its expectations for the full year. The merger of
the Text 100 and Bite businesses is progressing well.
Tim Dyson, Chief Executive Officer of Next15, commented:
"Next 15's strategy is to build and buy data and
technology-driven businesses that enable companies to do world
class marketing. Activate very much fits into that strategy by
using a mix of data and technology to deliver high value, qualified
sales leads to its clients.This product set fits alongside our
other sales engagement products from Agent3 and Twogether.Couple
this with the quality of the leadership team at Activate and you
have a great addition to the Next 15 Group.
Ed Grossman and Martha Schwartz, co-founders and Chief Executive
Officer and President respectively of Activate, commented:
"We are extremely excited to be joining Next 15.Next 15 has been
at the forefront of B2B Tech marketing for quite some time.It is a
company we have admired as their belief in data, technology and
content is fundamentally aligned with ours.We are looking forward
to this next chapter for Activate".
Enquiries:
Next Fifteen Communications Group plcTim Dyson, CEO+1 415 350
2801
Peter Harris, CFO+44 (0)20 7908 6444
NumisNick Westlake, Mark Lander, Michael Wharton+44 (0)20 7260
1000
--
Information on Activate
Established in 2013, Activate is a privately-owned company
specialising in lead generation marketing services, focussing on
technology clients. Activate's services include buyer insight,
demand generation and sourcing services, content mapping and
development, and event marketing services.
Activate has offices in San Francisco and New York, with 17
employees. It has an internationally diversified client base of
over 60 clients, including many of the world's best-known high
technology and engineering companies including Adobe, AWS, BAE
Systems, BlueJeans, Dell, Google, Hortonworks, HP Enterprise, IBM,
Intel, Micro Focus, Oracle, Red Hat, Veritas and VMWare.
Activate has grown significantly since its inception in 2013,
with a CAGR of 29 per cent. since 2015.
Activate has consistently achieved EBIT margins in excess of 20%
over the last 3 years and an EBIT margin of c.30 per cent. is
anticipated in 2018.
Activate will add lead generation capability to the Group,
complementing Next 15's existing ABM and marketing solutions
businesses. From a talent perspective, the deal brings two
experienced executives who will support both operational and new
business development activities. Activate's current senior
management, including co-founder and CEO Ed Grossman and co-founder
and President Martha Schwartz, will remain with and continue to run
the business after the Acquisition.
At 31 July 2018, Activate had gross assets of c. $4.2 million
(GBP3.2 million). In the year to December 2017, Activate generated
a normalised EBIT of c. $2.4 million (GBP1.9 million).
Activate is anticipated to generate $13.7 million revenue and
$4.1 million adjusted EBIT in the year to December 2018.2
Acquisition rationale
The Acquisition adds scale to Next15's US B2B marketing
operations, and is complementary to Next15's existing agencies in
this space, Publitek, Velocity, Agent3, Encore and Twogether.
Like Next15, Activate has a proven track record of revenue and
profit growth and comes with a strong leadership team.
The Acquisition is being funded from the Placing to allow the
Company to maintain a strong balance sheet and to allow it to take
advantage of future acquisition opportunities, as the Company's
strategy of combining organic growth with carefully selected
acquisitions is pursued.
Taking into account the proceeds of the Placing of GBP20
million, being the maximum amount to be raised, and the initial
consideration, net debt at 31 July 2018 of GBP25.6 million would
become GBP12.5 million on a pro forma basis with Net debt/EBITDA
reducing accordingly from 0.7x to 0.3x on a pro forma basis.3
Activate's revenue for the year to December 2018 is anticipated
to be $13.7 million, providing a revenue CAGR of 29 per cent. since
2015. Activate's normalised EBIT is expected to be $4.1 million,
giving a margin of c.30 per cent. in 2018 and a CAGR of 40 per
cent. since 2015.2
Pipeline of further acquisition opportunities
Next15 is currently in discussions regarding a number of other
acquisition opportunities in the data marketing and technology
driven research spaces in the US and UK.
In addition, Next15 has identified a strong pipeline of further
acquisition opportunities across digital content, data and research
and technology which are in line with the Group's strategy of
growing the data and technology segments of the business. Next15's
track record of sourcing, acquiring and developing acquisition
targets (with 17 acquisitions completed in the past 5 years) makes
it well placed to deliver on this pipeline in the near term. It is
envisaged that the next acquisition from this pipeline will be
funded from the balance of the Placing proceeds, after use of
proceeds to fund the initial cash consideration for Activate and
associated costs relating to the Acquisition, as detailed above
plus the use of existing resources available to Next15 under its
existing borrowing arrangements. Further announcements will be made
in due course.
Details of the Placing
The Placing is subject to the terms and conditions set out
below. Numis will commence a bookbuilding process in respect of the
Placing (the "Bookbuild"), which will start with immediate effect
following this Announcement.
The Acquisition is not conditional on the Placing.
The price per Ordinary Share at which the Placing Shares are to
be placed (the "Placing Price") will be decided at the close of the
Bookbuild. The timing of the closing of the Bookbuild, the Placing
Price and allocations shall be at the discretion of Next15 and
Numis. Members of the public are not eligible to participate in the
Placing.
When issued, the Placing Shares will be credited as fully paid
and will rank pari passu in all respects with the existing Ordinary
Shares of 2.5 pence each in the share capital of the Company,
including the right to receive all dividends and other
distributions declared, made or paid on or in respect of such
shares after the date of the issuance of the Placing Shares. The
Placing Shares would represent an increase of up to 5.8 per cent.
of the current issued share capital of the Company.
Application will be made to the London Stock Exchange for the
admission of the Placing Shares to trading on AIM (the
"Admission"). Admission is anticipated to take place at 8am on 6
November 2018, or such later date as may be agreed between the
Company and Numis, and dealings in the Placing Shares will commence
at that time. The Placing is conditional upon, inter alia,
Admission becoming effective. The Placing is also conditional on
the placing agreement between the Company and Numis becoming
unconditional and not being terminated.
Your attention is drawn to the information below, which forms
part of this Announcement, and sets out further information
relating to the Bookbuild and the terms and conditions of the
Placing.
By choosing to participate in the Placing and by making a verbal
offer to acquire Placing Shares, investors will be deemed to have
read and understood this Announcement (including the Appendix) in
its entirety and to be making such offer on the terms and subject
to the conditions in this Announcement, and to be providing the
representations, warranties and acknowledgements contained in the
Appendix.
IMPORTANT NOTICES
No action has been taken by the Company, the Bookrunner or any
of their respective affiliates, agents, directors, officers or
employees that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Directive) to be
published. Persons needing advice should consult an independent
financial adviser.
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES FOR SALE OR SOLICITATION OF AN OFFER TO
BUY THE SECURITIES DISCUSSED HEREIN IN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. THIS
ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE,
NOR IS IT INTED THAT IT WILL BE SO APPROVED.
The securities referred to herein have not been and will not be
registered under the US Securities Act 1933, as amended (the
"Securities Act") or under the securities laws of any state or
other jurisdiction of the United States, and may not be offered or
sold directly or indirectly in or into the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
compliance with the securities laws of any state or any other
jurisdiction of the United States. No public offering of securities
is being made in the United States.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offering 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.
Members of the public are not eligible to take part in the
Placing. This Announcement and the terms and conditions set out in
Appendix I are for information purposes only and are directed only
at: (a) persons in Member States of the Economic European Area who
are qualified investors within the meaning of article 2(1)(e) of
the Prospectus Directive ("Qualified Investors"); and (b) in the
United Kingdom, Qualified Investors who are persons who (i) have
professional experience in matters relating to investments falling
within the definition of "investments professional" in article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); (ii) are persons
falling within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc") of the Order; or (iii) are
persons to whom it may otherwise be lawfully communicated; (all
such persons together being referred to as ("Relevant Persons").
This Announcement must not be acted on or relied on by persons who
are not Relevant Persons.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA") by, a person authorised
under FSMA. This Announcement is being distributed and communicated
to persons in the United Kingdom only in circumstances in which
section 21(1) of FSMA does not apply.
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Bookrunner or by any of its affiliates or agents as to, or in
relation to, the contents of this Announcement, including its
accuracy, completeness or verification or for any other statement
made or purported to be made by it, or on its behalf, the Company
or any other person in connection with the Company, the Placing or
Admission or for 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.
Nothing in this Announcement should be read as a promise or
representation in this respect, whether or not to the past or the
future. The Bookrunner and its affiliates and agents disclaim to
the fullest extent permitted by law all and any responsibility or
liability whatsoever, whether arising in tort, contract or
otherwise, which it might otherwise have in respect of this
Announcement or any such statement.
Certain information in this Announcement, including financial
information, relating to Activate Marketing Services, LLC is
unaudited and has not been independently verified. No reliance
should be placed on, and the Company, Numis and their respective
advisors, shall not be liable in any way in respect of, such
information. This presentation includes certain operational and
financial measures not presented in accordance with IFRS and,
therefore, are not measures of financial performance in accordance
with IFRS and may exclude items that are significant in
understanding and assessing the Company's financial results or
future prospects. Therefore, these measures should not be
considered in isolation or as an alternative performance measures
under IFRS. You should be aware that the Company's presentation of
these measures may not be comparable to similarly-titled measures
used by other companies.
Numis Securities Limited ("Numis") is authorised and regulated
in the United Kingdom by the Financial Conduct Authority and is
acting exclusively for the Company and no one else in connection
with the Placing, the content of this Announcement and other
matters described in this Announcement. Numis will not regard any
other person as their client in relation to the Placing, the
content of this Announcement and other matters described in this
Announcement and will not be responsible to anyone (including any
Placees) other than the Company for providing the protections
afforded to its clients or for providing advice to any other person
in relation to the Placing, the content of this Announcement or any
other matters referred to in this Announcement.
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company. As a
result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals
and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made. The
information contained in this Announcement is subject to change
without notice and except as required by applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statements are based.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
This Announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR"). The person
responsible for arranging release of this information on behalf of
the Company is Nick Lee Morrison, General Counsel and Company
Secretary. In addition, market soundings (as defined in MAR) were
taken in respect of the Placing with the result that certain
persons became aware of inside information (as defined in MAR), as
permitted by MAR. This inside information is set out in this
Announcement. Therefore, those persons that received inside
information in a market sounding are no longer in possession of
such inside information relating to the Company and its
securities.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the 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 the Placing Shares 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: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and 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, Numis has only procured 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.
APPIX I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THEIR TERMS AND
CONDITIONS SET OUT HEREIN (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, CANADA, AUSTRALIA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (WHICH IS FOR INFORMATION PURPOSES ONLY)
IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA (THE "EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(1)(E) OF DIRECTIVE 2003/71/EC, AS AMED FROM
TIME TO TIME, INCLUDING BY DIRECTIVE 2010/73/EC TO THE EXTENT
IMPLEMENTED IN THE RELEVANT MEMBER STATE AND INCLUDES ANY RELEVANT
IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE (THE "PROSPECTUS
DIRECTIVE") ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM,
QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 AS AMED (THE "ORDER"); (II) ARE
PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR (III)
ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL
SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
(INCLUDING, WITHOUT LIMITATION, CUSTODIANS, NOMINEES AND TRUSTEES)
WHO HAVE A CONTRACTUAL OR OTHER LEGAL OBLIGATION TO FORWARD A COPY
OF THIS ANNOUNCEMENT SHOULD SEEK APPROPRIATE ADVICE BEFORE TAKING
ANY ACTION. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES
ARE REQUIRED BY THE COMPANY AND THE BOOKRUNNER TO INFORM THEMSELVES
ABOUT, AND OBSERVE, ANY RESTRICTIONS RELATING TO THE PUBLICATION,
RELEASE OR DISTRIBUTION OF THIS ANNOUNCEMENT. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE
ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR
THE SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
The Placing Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "US Securities
Act") or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
resold, transferred or delivered, directly or indirectly, in or
into the United States except pursuant to an applicable exemption
from the registration requirements of the US Securities Act and in
compliance with the securities laws of any state or other
jurisdiction of the United States. There will be no public offer of
the securities mentioned herein in the United States.
The securities mentioned herein will have not been approved or
disapproved by the SEC, any state securities commission or any
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 the contents of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
This Announcement and the information contained herein is
restricted and is not for release, publication or distribution, in
whole or in part, directly or indirectly, in or into or from the
United States, Australia, Canada, Japan, the Republic of South
Africa or any other jurisdiction in which such release publication
or distribution would be unlawful.
Each Placee should consult with its own advisors as to legal,
tax, business and related aspects of a purchase of Placing
Shares.
The distribution of this Announcement and/or the Placing and/or
the issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Bookrunner or any of their respective affiliates, agents,
directors, officers or employees (their respective
"Representatives") that would permit an offer of the Placing Shares
or possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and the Bookrunner to inform themselves about and to
observe any such restrictions.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Australia, Canada,
Japan or the Republic of South Africa or any other jurisdiction in
which the same would be unlawful. No public offering of the Placing
Shares is being made in any such jurisdiction.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Placing Shares 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 EEA.
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 Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of Publicly Available Information (as defined below),
which has not been independently verified by the Bookrunner.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing.
Investors and prospective investors should conduct their own
investigation, analysis and evaluation of the business and data
described in this Announcement. The contents of this Announcement
are not to be construed as legal, business, financial or tax
advice. Each investor or prospective investor should consult his,
her or its own legal adviser, business adviser, financial adviser
or tax adviser for legal, financial, business or tax advice.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
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 Bookbuild and the Placing, each Placee
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 particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1. it is a Relevant Person 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 a Relevant Person in a member state of the EEA
which has implemented the Prospectus Directive (each, a "Relevant
Member State") who acquires any Placing Shares pursuant to the
Placing:
(a) it is a Qualified Investor within the meaning of Article
2(1)(e) of the Prospectus Directive; and
(b) 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 Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of the Bookrunner has been given to the offer or
resale;
(ii) 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;
and
3. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it has authority to exercise, and is exercising, investment
discretion and has the authority to make and does make the
representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement;
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;
5. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any person on whose account it is acting, as referred to in
paragraph 4 above) is not a US Person (as defined in Regulation S)
and is located outside the United States and is acquiring the
Placing Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S;
6. it has not offered, sold or delivered and will not offer to
sell or deliver any of the Placing Shares to persons within the
United States, directly or indirectly, or to, or for the account or
benefit of, US Persons; neither it, its affiliates, nor any persons
acting on its behalf, have engaged or will engage in any directed
selling efforts (as defined in Regulation S) with respect to the
Placing Shares; and it is not taking up the Placing Shares for
resale in or into the United States.
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 any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the
Placing or the Placing Shares and Placees' commitments will be made
solely on the basis of their own assessment of the Company, the
Placing Shares and the Placing based on the information contained
in this Announcement, the announcement of the pricing of the
Placing (the "Placing Results Announcement" and together with this
Announcement, the "Placing Documents") and any other information
publicly announced through a regulatory information service ("RIS")
by or on behalf of the Company on or prior to the date of this
Announcement (the "Publicly Available Information") and subject to
any further terms set forth in the contract note sent to individual
Placees by the Bookrunner.
Each Placee, by participating in the Placing, agrees that the
content of the Placing Documents is exclusively the responsibility
of the Company and confirms that it has neither received nor relied
on any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of the
Bookrunner or the Company or any other person and none of the
Bookrunner, the Company nor any other person acting on such
person's behalf nor any of their respective affiliates has or shall
have any responsibility or liability for any Placee's decision to
participate in the Placing based on any other information,
representation, warranty or statement. 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. No Placee should consider any
information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own attorney, tax advisor,
and business advisor for legal, tax and business advice regarding
an investment in the Placing Shares. Nothing in this paragraph
shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Bookrunner is acting as sole bookrunner in connection with
the Placing and has today entered into the Placing Agreement with
the Company under which, on the terms and subject to the conditions
set out in the Placing Agreement, the Bookrunner, as agent for and
on behalf of the Company, has agreed to use its reasonable
endeavours to procure placees for the Placing Shares.
The final number of Placing Shares and the Placing Price (as
defined below) will be set out in a share placing supplement agreed
between the Bookrunner and the Company following the Bookbuild (the
"Placing Supplement"). The exact number of the Placing Shares to be
allocated and issued to each Placee shall be determined following
completion of an accelerated book building process to determine
demand for participation in the Placing by the Placees.
The Placing is not underwritten by the Bookrunner.
The Placing Shares will, when issued, be credited as fully paid
up and will be issued subject to the Company's articles of
association and 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 on or in respect of the
Ordinary Shares after the date of issue of the Placing Shares, and
will on issue be free of all claims, liens, charges, encumbrances
and equities.
As a term of the Placing, the Company has agreed that it will
not, without the prior written consent of the Bookrunner, allot or
issue any Ordinary Shares (or any other shares or securities in the
capital of the Company) or issue any options over Ordinary Shares
(or any securities exchangeable for, or convertible into, Ordinary
Shares or other shares or securities in the capital of the
Company), save for the issue of any options pursuant to (and in
accordance with the rules of) the Company's existing share option
or share incentive schemes or for the issue of Ordinary Shares
pursuant to the exercise of any options under such schemes or in
connection with any earn-out payment obligations, or similar
payments, due under existing acquisition agreements to which the
Company is party, for a period ending on the date falling 90 days
after Admission.
Application for admission to trading
Application will be made to the London Stock Exchange plc (the
"London Stock Exchange") for the admission to trading of the
Placing Shares to trading on AIM ("Admission").
It is expected that Admission of the Placing Shares will occur
at or before 8.00 a.m. (London time) on Tuesday 6 November 2018 (or
such later time and/or date as the Bookrunner may agree with the
Company) and that dealings in the Placing Shares will commence at
that time.
Bookbuild
The Bookrunner will today commence the accelerated bookbuilding
process to determine demand for participation in the Placing by
Placees (the "Bookbuild"). This Announcement gives details of the
terms and conditions of, and the mechanics of participation in, the
Placing. No commissions will be paid to Placees or by Placees in
respect of any Placing Shares.
The Company and the Bookrunner shall be entitled to effect the
Placing by such alternative method to the Bookbuild as they may, in
their absolute discretion determine.
Participation in, and principal terms of, the Placing
1. The Bookrunner is arranging the Placing as sole bookrunner
and placing agent of the Company for the purpose of procuring
Placees at the Placing Price for the Placing Shares. Participation
in the Placing will only be available to persons who may lawfully
be, and are, invited to participate by the Bookrunner. The
Bookrunner may itself agree to be a Placee in respect of all or
some of the Placing Shares or may nominate any member of its group
to do so.
2. The Bookbuild, if successful, will establish a single price
payable to the Bookrunner as agent for the Company by all Placees
whose bids are successful (the "Placing Price"). The Placing Price
and the number of Placing Shares will be agreed by the Bookrunner
and the Company following completion of the Bookbuild. Subject to
the execution of the Placing Supplement, the Placing Price and the
number of Placing Shares to be issued will be announced on an RIS
following the completion of the Bookbuild via the Placing Results
Announcement.
3. Allocations of the Placing Shares will be determined by the
Bookrunner and the Company (the proposed allocations having been
supplied by the Bookrunner to the Company in advance of such
consultation). Subject to the execution of the Placing Supplement,
allocations will be confirmed orally by the Bookrunner and a
contract note will be despatched as soon as possible thereafter.
The Bookrunner's oral confirmation to such Placee constitutes an
irrevocable legally binding commitment upon such person (who will
at that point become a Placee), in favour of the Bookrunner and the
Company, to acquire the number of Placing Shares allocated to it
and to pay the Placing Price in respect of such shares on the terms
and conditions set out in this Appendix and in accordance with the
Company's articles of association. Except with the Bookrunner's
consent, such commitment will not be capable of variation or
revocation after the time at which it is submitted.
4. The Bookbuild is expected to close no later than 7:00 a.m.
(London time) on Friday 2 November 2018, but may be closed earlier
or later at the Company and the Bookrunner's discretion. The
Bookrunner may, in agreement with the Company, accept bids that are
received after the Bookbuild has closed.
5. Each Placee's allocation and commitment will be evidenced by
a contract note issued to such Placee by the Bookrunner. The terms
of this Appendix will be deemed incorporated in that contract
note.
6. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
7. All obligations under the Bookbuild and the 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".
8. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
9. To the fullest extent permissible by law, neither the
Bookrunner, nor the Company, nor any of their respective
Representatives shall have any responsibility or liability to
Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, neither the Bookrunner, nor
the Company, nor any of their respective Representatives shall have
any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) in respect of the
Bookrunner's conduct of the Placing or of such alternative method
of effecting the Placing as the Bookrunner and the Company may
determine.
10. The Placing Shares will be issued subject to the terms and
conditions of this Announcement and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or the Bookrunner's conduct of the
Placing.
11. All times and dates in this Announcement may be subject to
amendment. The Bookrunner shall notify the Placees and any person
acting on behalf of the Placees of any changes.
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 Bookrunner's obligations under the Placing Agreement are
conditional on customary conditions including (amongst others) (the
"Conditions"):
1. the AIM application being submitted to the London Stock
Exchange as required by Rule 29 of the AIM Rules prior to 6.00 p.m.
on the date of this Announcement;
2. certain announcement obligations;
3. Admission occurring no later than 8.00 a.m. (London time) on
6 November 2018 (or such later time and/or date, not being later
than 8.00 a.m. (London time) on 20 November, as the Bookrunner may
otherwise agree with the Company) (the "Closing Date");
4. the warranties on the part of the Company contained in the
Placing Agreement being true and accurate and not misleading and as
at the date of the Placing Agreement and immediately prior to
Admission; by reference to the facts and circumstances then
subsisting;
5. the Company having performed all of its obligations under the
Placing Agreement which fall to be performed or satisfied on or
prior to Admission;
6. the execution and delivery of the Placing Supplement;
7. the delivery to the Bookrunner of a certificate in the form
set out in Schedule 4 to the Placing Agreement signed by a Director
on behalf of the Company not later than 5.00 p.m. on the day
immediately prior to the expected date of Admission;
8. the allotment and issue of the Placing Shares by the Company
(conditional only upon Admission); and
9. between the date of the Placing Agreement and Admission there
having been no material adverse change in, or any development
including a prospective material adverse change in, or affecting,
the condition (financial, operational, legal or otherwise) or the
earnings, management, business affairs, solvency, credit rating or
prospects of the Company or the Group (taken as a whole whether or
not arising in the ordinary course of business ("Material Adverse
Change").
The Bookrunner may, at its discretion and upon such terms as it
thinks fit, waive compliance by the Company with the whole or any
part of any of the Company's obligations in relation to the
Conditions or extend the time or date provided for fulfilment of
any such Conditions in respect of all or any part of the
performance thereof (provided that condition 3 above shall not be
extended beyond 20 November 2018). The Conditions in the Placing
Agreement relating to the AIM application submission, Admission
taking place and the allotment and issue by the Company of the
Placing Shares (conditions 1, 3 and 8 above) may not be waived. Any
such extension or waiver will not affect Placees' commitments as
set out in this Announcement.
If: (i) any of the Conditions are not fulfilled or (where
permitted) waived by the Bookrunner by the relevant time or date
specified (or such later time or date as the Company and the
Bookrunner may agree); or (ii) the Placing Agreement is terminated
in the circumstances specified below under "Right to terminate
under the Placing Agreement", the Placing will not proceed and the
Placees' 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 it or on its behalf (or
any person on whose behalf the Placee is acting) in respect
thereof.
Neither the Bookrunner, nor the Company, nor any of their
respective Representatives 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 the Bookrunner.
Right to terminate under the Placing Agreement
The Bookrunner is entitled, at any time before Admission, to
terminate the Placing Agreement in accordance with its terms in
certain circumstances, including (amongst other things):
1. the Company has failed to comply with any of its obligations
under the Placing Agreement;
2. any of the warranties in the Placing Agreement was untrue or
inaccurate or misleading when made and/or would be untrue or
inaccurate or misleading if they were to be repeated at any time
prior to Admission by reference to the facts, matters and
circumstances then subsisting;
3. if any of the Conditions have (i) become incapable of
satisfaction or (ii) not been satisfied before the latest time
provided in the Placing Agreement and have not been waived if
capable of being waived by the Bookrunner; or
4. the occurrence of a Material Adverse Change or certain force
majeure events.
Upon termination of the Placing Agreement, the parties to the
Placing Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from
their respective obligations under or pursuant to the Placing
Agreement, subject to certain exceptions.
By participating in the Placing, each Placee agrees that the
exercise by the Bookrunner of any right of termination or of any
other discretion under the Placing Agreement shall be within the
absolute discretion of the Bookrunner and that it need not make any
reference to, or consult with, Placees and that it shall have no
liability to Placees whatsoever in connection with any such
exercise or failure to so exercise and such Placee's participation
in the Placing will not be capable of rescission or termination by
it after oral confirmation by the Bookrunner of the allocation and
commitments following the close of the Bookbuild.
Restrictions on further issuances
As a term of the Placing, the Company has agreed that it will
not, without the prior written consent of the Bookrunner, allot or
issue any Ordinary Shares (or any other shares or securities in the
capital of the Company) or issue any options over Ordinary Shares
(or any securities exchangeable for, or convertible into, Ordinary
Shares or other shares or securities in the capital of the
Company), save for the issue of any options pursuant to (and in
accordance with the rules of) the Company's existing share option
or share incentive schemes or for the issue of Ordinary Shares
pursuant to the exercise of any options under such schemes or in
connection with any earn-out payment obligations, or similar
payments, due under existing acquisition agreements to which the
Company is party, for a period ending on the date falling 90 days
after Admission.
By participating in the Placing, Placees agree that the exercise
by the Bookrunner of any power to grant consent to the undertaking
by the Company of a transaction which would otherwise be subject to
the restrictive provisions on the further issuance under the
Placing Agreement shall be within the absolute discretion of the
Bookrunner and that it need not make any reference to, or consult
with, Placees and that it shall have no liability to Placees
whatsoever in connection with any such exercise of the power to
grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
GB0030026057) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST"),
subject to certain exceptions. The Bookrunner reserves the right to
require settlement for, and delivery of, the Placing Shares (or any
part thereof) to Placees by such other means that they may deem
necessary if delivery or settlement is not possible or practicable
within the CREST system or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee to be
allocated Placing Shares in the Placing will be sent a contract
note in accordance with the standing arrangements in place with the
Bookrunner stating the number of Placing Shares allocated to them
at the Placing Price, the aggregate amount owed by such Placee to
the Bookrunner and settlement instructions. Each Placee agrees that
it will do all things necessary to ensure that delivery and payment
is completed in accordance with the standing CREST or certificated
settlement instructions in respect of the Placing Shares that it
has in place with the Bookrunner.
The Company will deliver the Placing Shares to a CREST account
operated by the Bookrunner as agent for the Company and the
Bookrunner will enter its delivery instruction into the CREST
system. The input to CREST by a Placee of a matching or acceptance
instruction will then allow delivery of the relevant Placing Shares
to that Placee against payment.
It is expected that settlement in respect of the Placing Shares
will take place on Tuesday 6 November 2018 on a delivery versus
payment basis.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the Bookrunner.
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 that Placee on such Placee's behalf and
retain from the proceeds, for the Bookrunner's account and benefit,
an amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable for
any shortfall below the aggregate amount owed by it and will be
required to bear any stamp duty or stamp duty reserve tax or other
taxes or duties (together with any interest or penalties) or other
similar taxes imposed in any jurisdiction which may arise upon the
sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are issued 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. If there are any circumstances in which any stamp
duty or stamp duty reserve tax or other similar taxes or duties
(including any interest and penalties relating thereto) is payable
in respect of the allocation, allotment, issue, sale, transfer or
delivery of the Placing Shares (or, for the avoidance of doubt, if
any stamp duty or stamp duty reserve tax is payable in connection
with any subsequent transfer of or agreement to transfer Placing
Shares), neither the Bookrunner nor the Company shall be
responsible for payment thereof. Placees will not be entitled to
receive any fee or commission in connection with the Placing.
Representations, warranties, undertakings and
acknowledgements
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with the Bookrunner (in its capacity as bookrunner and placing
agent of the Company in respect of the Placing) and the Company, in
each case as a fundamental term of its application for Placing
Shares, the following:
General
1. it has read and understood this Announcement in its entirety
and 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 it has not relied on, and will not rely on,
any information given or any representations, warranties or
statements made at any time by any person in connection with the
Placing, the Company, the Placing Shares or otherwise other than
the information contained in the Placing Documents and the Publicly
Available Information;
2. the Ordinary Shares are admitted to trading on AIM and that
the Company is therefore required to publish certain business and
financial information in accordance with the rules and practices of
AIM, which includes a description of the Company's business and the
Company's financial information, including balance sheets and
income statements, and that it is able to obtain or has access to
such information without undue difficulty, and is able to obtain
access to such information or comparable information concerning any
other publicly traded companies, without undue difficulty;
3. the person whom it specifies for registration as holder of
the Placing Shares will be (a) itself or (b) its nominee, as the
case may be. Neither the Bookrunner nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax or other similar taxes or duties imposed in any jurisdiction
(including interest and penalties relating thereto) ("Indemnified
Taxes"). Each Placee and any person acting on behalf of such Placee
agrees to indemnify the Company and the Bookrunner on an after-tax
basis in respect of any Indemnified Taxes;
4. neither the Bookrunner nor any of its Representatives accepts
any responsibility for any acts or omissions of the Company or any
of the directors of the Company or any other person (other than the
Bookrunner) in connection with the Placing;
5. time is of the essence as regards its obligations under this
Announcement;
6. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Bookrunner;
No distribution of Announcement
7. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing
(including electronic copies thereof) to any person and represents
that it has not redistributed, forwarded, transferred, duplicated,
or otherwise transmitted any such materials to any person;
No prospectus
8. no prospectus or other offering document is required under
the Prospectus Directive, nor will one be prepared in connection
with the Bookbuild, the Placing or the Placing Shares and it has
not received and will not receive a prospectus or other offering
document in connection with the Bookbuild, the Placing or the
Placing Shares;
Purchases by the Bookrunner for its own account
9. in connection with the Placing, the Bookrunner and any of its
affiliates acting as an investor for its own account may subscribe
for Placing Shares in the Company and in that capacity may retain,
purchase or sell for its own account such Placing Shares in the
Company and any securities of the Company or related investments
and may offer or sell such securities or other investments
otherwise than in connection with the Placing. Accordingly,
references in this Announcement to the Placing Shares being issued,
offered or placed should be read as including any issue, offering
or placement of such shares in the Company to the Bookrunner or any
of its affiliates acting in such capacity;
10. the Bookrunner and its affiliates may enter into financing
arrangements and swaps with investors in connection with which the
Bookrunner and any of its affiliates may from time to time acquire,
hold or dispose of such securities of the Company, including the
Placing Shares;
11. the Bookrunner does not intend to disclose the extent of any
investment or transactions referred to in paragraphs 9 and 10 above
otherwise than in accordance with any legal or regulatory
obligation to do so;
No fiduciary duty or client of the Bookrunner or the Company
12. neither the Company nor the Bookrunner owes any fiduciary or
other duties to any Placee in respect of any acknowledgements,
confirmations, representations, warranties, undertakings or
indemnities in the Placing Agreement;
13. its participation in the Placing is on the basis that it is
not and will not be a client of the Bookrunner in connection with
its participation in the Placing and that the Bookrunner 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;
No responsibility of the Bookrunner for information
14. the content of the Placing Documents and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company and neither the Bookrunner nor its
respective Representatives, nor any person acting on behalf of any
of them is responsible for or has or shall have any responsibility
or liability for any information, representation or statement
contained in, or omission from, the Placing Documents, the Publicly
Available Information or otherwise nor will they be liable for any
Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in the
Placing Documents, the Publicly Available Information or otherwise,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by such
person;
Reliance on information regarding the Placing
15.
(a) the only information on which it is entitled to rely on and
on which such Placee has relied in committing itself to subscribe
for Placing Shares is contained in the Placing Documents, or any
Publicly Available Information (save that in the case of Publicly
Available Information, a Placee's right to rely on that information
is limited to the right that such Placee would have as a matter of
law in the absence of this paragraph 15(a)), such information being
all that such Placee deems necessary or appropriate and sufficient
to make an investment decision in respect of the Placing
Shares;
(b) it has not requested, received nor relied on any other
information given, or representations, warranties or statements,
express or implied, made, by the Bookrunner or the Company nor any
of their respective Representatives acting on behalf of any of them
(including in any management presentation delivered in respect of
the Bookbuild) with respect to the Company, the Placing or the
Placing Shares or the accuracy, completeness or adequacy of any
information contained in the Placing Documents, or the Publicly
Available Information or otherwise;
(c) neither the Bookrunner, nor the Company, nor any of their
respective Representatives or any person acting on behalf of any of
them has provided, nor will provide, it with any material or
information regarding the Placing Shares or the Company or any
other person other than the information in the Placing Documents or
the Publicly Available Information; nor has it requested the
Bookrunner, the Company, any of their respective affiliates or any
person acting on behalf of any of them to provide it with any such
material or information; and
(d) neither the Bookrunner nor the Company will be liable for
any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement,
provided that nothing in this paragraph excludes the liability
of any person for fraudulent misrepresentation made by that
person;
Conducted own investigation and due diligence
16. it may not rely, and has not relied, on any investigation
that the Bookrunner, any of its affiliates or any person acting on
their behalf, may have conducted with respect to the Placing
Shares, the terms of the Placing or the Company, and none of such
persons has made any representation, express or implied, with
respect to the Company, the Placing, the Placing Shares or the
accuracy, completeness or adequacy of the information in the
Placing Documents, the Publicly Available Information or any other
information;
17. in making any decision to subscribe for Placing Shares
it:
(a) has such knowledge and experience in financial, business and
international investment matters as is required to be capable of
evaluating the merits and risks of subscribing for the Placing
Shares;
(b) will not look to the Bookrunner for all or part of any such
loss it may suffer;
(c) is experienced in investing in securities of this nature in
this sector and is aware that it may be required to bear, and is
able to bear, the economic risk of an investment in the Placing
Shares;
(d) is able to sustain a complete loss of an investment in the
Placing Shares;
(e) has no need for liquidity with respect to its investment in
the Placing Shares;
(f) has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the Placing Shares;
and
(g) has conducted its own due diligence, examination,
investigation and assessment of the Company, the Placing Shares and
the terms of the Placing and has satisfied itself that the
information resulting from such investigation is still current and
relied on that investigation, including the merits and risks
involved, and not upon any view expressed or information provided
by or on behalf of the Bookrunner or the Company for the purposes
of its decision to participate in the Placing;
Capacity and authority
18. it is subscribing for the Placing Shares for its own account
or for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make
the acknowledgements, representations and agreements contained in
this Announcement;
19. it is acting as principal only in respect of the Placing or,
if it is acting for any other person,:
(a) it is duly authorised to do so and has full power to make
the acknowledgments, representations and agreements herein on
behalf of each such person; and
(b) it will remain liable to the Company and/or the Bookrunner
for the performance of all its obligations as a Placee in respect
of the Placing (regardless of the fact that it is acting for
another person);
20. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws and regulations of
all relevant jurisdictions that apply to it and that it has fully
observed such laws and regulations, has capacity and authority and
is entitled to enter into and perform its obligations as a
subscriber of Placing Shares and will honour such obligations, and
has obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it
to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf it is acting, all necessary
consents and authorities to agree to the terms set out or referred
to in this Announcement) and will honour such obligations and that
it has not taken any action or omitted to take any action which
will or may result in the Bookrunner, the Company or any of their
respective directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing;
21. where it is subscribing for Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account to subscribe for the Placing Shares for each managed
account;
22. it irrevocably appoints any duly authorised officer of the
Bookrunner as its agent for the purpose of executing and delivering
to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares for which it agrees to subscribe for upon the terms
of this Announcement;
Excluded territories
23. the Placing Shares have not been and will not be registered
or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or
legislation of the United States, Australia, New Zealand, Canada,
Japan or the Republic of South Africa, or any state, province,
territory or jurisdiction thereof and, subject to certain
exceptions, may not be offered, sold, transferred, delivered or
distributed, directly or indirectly, into or in any of those
jurisdictions;
24. the Placing Shares may not be offered, sold, or delivered or
transferred, directly or indirectly, in or into the above
jurisdictions or any jurisdiction (subject to certain exceptions)
in which it would be unlawful to do so and no action has been or
will be taken by any of the Company, the Bookrunner or any person
acting on behalf of the Company or the Bookrunner that would, or is
intended to, permit a public offer of the Placing Shares in the
United States, Australia, New Zealand, Canada, Japan or the
Republic of South Africa or any country or jurisdiction, or any
state, province, territory or jurisdiction thereof, where any such
action for that purpose is required;
25. no action has been or will be taken by any of the Company,
the Bookrunner or any person acting on behalf of the Company or
Bookrunner that would, or is intended to, permit a public offer of
the Placing Shares in the United States or in any country or
jurisdiction where any such action for that purpose is
required;
26. unless otherwise specifically agreed with the Bookrunner, it
is not and at the time the Placing Shares are subscribed for,
neither it nor the beneficial owner of the Placing Shares will be,
a resident of, nor have an address in or otherwise be located in,
Australia, New Zealand, Japan, the Republic of South Africa or any
province or territory of Canada;
27. it may be asked to disclose in writing or orally to the
Bookrunner:
(a) if he or she is an individual, his or her nationality;
or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
Compliance with US securities laws
28. it, and any prospective beneficial owner for whose account
or benefit it is purchasing the Placing Shares, is (i) not a US
Person (as defined in Regulation S) and is, and at the time the
Placing Shares are subscribed for will be, located outside the
United States and is acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S;
(ii) has not been offered to purchase or subscribe for Placing
Shares by means of any "directed selling efforts" as defined in
Regulation S;
29. it understands and acknowledges that the Placing Shares have
not been, and will not be, registered under the US Securities Act
and may not be offered, sold or resold in or into or from the
United States or to, or for the account or benefit of, US Persons
(as defined in Regulation S) except pursuant to an effective
registration under the US Securities Act, or pursuant to an
exemption from the registration requirements of the US Securities
Act and in accordance with applicable state securities laws;
30. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
Compliance with EEA selling restrictions and the Prospectus
Directive
31. if in a member state of the EEA, unless otherwise
specifically agreed with the Bookrunner in writing, it is a
Qualified Investor;
32. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA except to Qualified Investors
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 EEA within the meaning of the Prospectus Directive;
33. if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, the Placing Shares subscribed for
by it in the Placing will not be acquired on a non-discretionary
basis on behalf of, nor will they be acquired with a view to their
offer or resale to, persons in a member state of the EEA which has
implemented the Prospectus Directive other than Qualified
Investors, or in circumstances in which the prior consent of the
Bookrunner has been given to each proposed offer or resale;
Compliance with FSMA, the UK financial promotion regime and
MAR
34. if in the United Kingdom, that it is a person (i) having
professional experience in matters relating to investments who
falls within the definition of "investment professionals" in
Article 19(5) of the Order or (ii) who falls within Article 49(2)
(a) to (d) ("High Net Worth Companies, Unincorporated Associations,
etc") of the Order, or (iii) to whom it may otherwise lawfully be
communicated;
35. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
the Financial Services and Markets Act 2000, as amended
("FSMA");
36. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that the Placing Documents have not and will not have been
approved by the Bookrunner in its capacity as an authorised person
under section 21 of the FSMA and it may not therefore be subject to
the controls which would apply if it was made or approved as a
financial promotion by an authorised person;
37. it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all applicable provisions in FSMA and
Regulation (EU) No. 596/2014 of the European Parliament and of the
Council of 16 April 2014 on market abuse ("MAR")) in respect of
anything done in, from or otherwise involving, the United
Kingdom);
Compliance with laws
38. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with
applicable laws and regulations;
39. it has complied with its obligations under the Criminal
Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism
Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 and any
related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money
Laundering Sourcebook of the FCA and, if making payment on behalf
of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations;
40. in order to ensure compliance with the Regulations, the
Bookrunner (for itself and as agent on behalf of the Company) or
the Company's registrars may, in their absolute discretion, require
verification of its identity. Pending the provision to the
Bookrunner or the Company's registrars, as applicable, of evidence
of identity, definitive certificates in respect of the Placing
Shares may be retained at the Bookrunner's absolute discretion or,
where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at the Bookrunner's or the
Company's registrars', as the case may be, absolute discretion. If
within a reasonable time after a request for verification of
identify the Bookrunner (for itself and as agent on behalf of the
Company) or the Company's registrars have not received evidence
satisfactory to them, either the Bookrunner and/or the Company may,
at its absolute discretion, terminate its commitment in respect of
the Placing, in which event the monies payable on acceptance of
allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally
debited;
Depositary receipts and clearance services
41. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined 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 issue or transfer Placing Shares into a clearance
service;
Undertaking to make payment
42. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares for which it has agreed to
subscribe and acknowledges and agrees that it will make payment in
respect of the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein, failing
which the relevant Placing Shares may be placed with other
subscribers or sold as the Bookrunner may in its sole discretion
determine and without liability to such Placee, who will remain
liable for any amount by which the net proceeds of such sale falls
short of the product of the relevant Placing Price and the number
of Placing Shares allocated to it and will be required to bear any
stamp duty, stamp duty reserve tax or other taxes or duties
(together with any interest, fines or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placee's Placing
Shares;
43. its commitment to take up Placing Shares on the terms set
out in this Announcement will continue notwithstanding any
amendment that may in the future be made to the terms and
conditions 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 or the Bookrunner's conduct of the Placing;
Money held on account
44. any money held in an account with the Bookrunner on behalf
of the Placee and/or any person acting on behalf of the Placee
and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the relevant rules
and regulations of the FCA made under the FSMA. Each 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 the relevant Bookrunner's money in
accordance with the client money rules and will be held by it under
a banking relationship and not as trustee and will be used by the
Bookrunner in the course of its business and each Placee will rank
only as a general creditor of the Bookrunner;
Allocation
45. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Bookrunner or the Company
may call upon it to subscribe for a lower number of Placing Shares
(if any), but in no event in aggregate more than the aforementioned
maximum;
No recommendation
46. neither the Bookrunner, nor any of its affiliates, nor any
person acting on behalf of the Bookrunner, is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and
the Bookrunner has no regard to its particular objectives,
financial situation or needs;
47. its participation in the Placing is on the basis that it is
not and will not be, a client of the Bookrunner in connection with
its participation in the Placing and that the Bookrunner has no
duty nor responsibility 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;
Inside information
48. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities in advance of the
Placing, it confirms that it has received such information within
the market soundings regime provided for in article 11 of MAR and
associated delegated regulations and it has not:
(a) used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or
any such financial instruments;
(b) used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the
Company or financial instruments related thereto or to cancel or
amend an order concerning the Company's securities or such
financial instruments; or
(c) disclosed such information to any person, prior to the
information being made publicly available;
Rights and remedies
49. the rights and remedies of the Company and the Bookrunner
under the terms and conditions in this Announcement 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; and
Governing law and jurisdiction
50. these terms and conditions of the Placing and any agreements
entered into by it pursuant to these terms and conditions of the
Placing, and all non-contractual or other obligations arising out
of or in connection with them, shall be governed by and construed
in accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter arising out of any such
contract (including any dispute regarding the existence, validity
or termination of such contract or relating to any non-contractual
or other obligation arising out of or in connection with 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 either the Company
or the Bookrunner in any jurisdiction in which the relevant Placee
is incorporated or in which any of its securities have a quotation
on a recognised stock exchange.
The foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings are given for the
benefit of the Company as well as the Bookrunner and are
irrevocable. The Bookrunner, the Company and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings. Each prospective
Placee, and any person acting on behalf of such Placee, irrevocably
authorises the Company and the Bookrunner to produce this
Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
set forth herein.
Indemnity
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify on an after tax
basis and hold the Company, the Bookrunner and their respective
Representatives 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 given by the Placee (and any person acting on such
Placee's behalf) in this Announcement or incurred by the
Bookrunner, the Company or each of their respective Representatives
arising from the performance of the Placees' obligations as set out
in this Announcement, and further agrees that the provisions of
this Announcement shall survive after completion of the
Placing.
Taxation
The agreement to allot and issue Placing Shares to Placees
(and/or to persons for whom such Placee is contracting as agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement also assumes that the Placing Shares are
not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into
a clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes or
duties may be payable, for which neither the Company nor the
Bookrunner will be responsible and the Placees shall indemnify the
Company and the Bookrunner on an after-tax basis for any stamp duty
or stamp duty reserve tax or other similar taxes or duties
(together with interest, fines and penalties) in any jurisdiction
paid by the Company or the Bookrunner in respect of any such
arrangements or dealings. If this is the case, each Placee should
seek its own advice and notify the Bookrunner accordingly. Placees
are advised to consult with their own advisers regarding the tax
aspects of the subscription for Placing Shares.
The Company and the Bookrunner are not liable to bear any taxes
that arise on a sale of Placing Shares subsequent to their
acquisition by Placees, including any taxes arising otherwise than
under the laws of the United Kingdom. Each prospective Placee
should, therefore, take its own advice as to whether any such tax
liability arises and notify the Bookrunner and the Company
accordingly. Furthermore, each prospective Placee agrees to
indemnify on an after-tax basis and hold the Bookrunner and/or the
Company and their respective affiliates harmless from any and all
interest, fines or penalties in relation to stamp duty, stamp duty
reserve tax and all other similar duties or taxes in any
jurisdiction to the extent that such interest, fines or penalties
arise from the unreasonable default or delay of that Placee or its
agent.
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, whether
inside or outside the UK, by them or any other person on the
subscription, acquisition, transfer or sale by them of any Placing
Shares or the agreement by them to subscribe for, acquire, transfer
or sell any Placing Shares.
No statement in the Placing Documents is intended to be a profit
forecast or estimate, and no statement in the Placing Documents
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. Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
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.
All times and dates in this Announcement may be subject to
amendment. The Bookrunner shall notify the Placees and any person
acting on behalf of the Placees of any changes.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM, a
market operated by the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, the Placing Documents.
APPENDIX II
The following definitions apply in Appendix I to this
Announcement, and as the context shall admit, in the
Announcement:
Acquisition the acquisition of Activate.
Activate Activate Marketing Services LLC.
AIM AIM, a market operated by the
London Stock Exchange.
AIM Rules the AIM Rules for Companies published
by the London Stock Exchange.
Announcement this announcement, including this Appendix and
the terms and conditions set out herein.
Bookbuild the accelerated bookbuilding
process to determine demand
for participation in the Placing by Placees.
Bookrunner or Numis Numis Securities Limited.
Company or Next 15 Next Fifteen Communications Group plc.
CREST the relevant system (as defined in the
Regulations) in respect of which
Euroclear UK & Ireland is the Operator
(as defined in the Regulations).
Euroclear UK & Ireland Euroclear UK & Ireland Limited.
FCA the Financial Conduct Authority.
Group the Company and the subsidiary
undertakings and"member of the
Group"or "Group Company" shall
be construed accordingly.
Ordinary Shares ordinary shares of 2.5 pence each
in the capital of the Company.
PlaceeorPlacees persons who agree to subscribe for Placing
Shares at the Placing Price.
Placing the placing of the Placing
Shares in accordance with
the Placing Agreement and the Placing Documents.
Placing Agreement the placing agreement dated 1
November 2018 between the
Company and the Bookrunner
relating to the Placing.
Placing Shares such number of new Ordinary Shares
as agreed between the Company
and the Bookrunner as set out
in the Placing Supplement.
1 The figures in this paragraph are unaudited, have not been
prepared by the Company and there is no guarantee that they can or
will be achieved. Accordingly, investors should not place any
reliance on these numbers in deciding whether to participate in the
Placing.2 The figures in this paragraph are unaudited, have not
been prepared by the Company and there is no guarantee that they
can or will be achieved. Accordingly, investors should not place
any reliance on these numbers in deciding whether to participate in
the Placing.3 The figures in this paragraph are expectations only
and there is no guarantee that they can or will be achieved.
Accordingly, investors should not place any reliance on these
figures in deciding whether to participate in the Placing.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20181101005872/en/
This information is provided by Business Wire
(END) Dow Jones Newswires
November 01, 2018 12:51 ET (16:51 GMT)
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