TIDMOSI
RNS Number : 3597W
Osirium Technologies PLC
22 April 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION, RELEASE, OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM, THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT
AND THE INFORMATION CONTAINED HEREIN IS FOR INFORMATION PURPOSES
ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY
SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA (UNLESS AN EXEMPTION UNDER THE RELEVANT
SECURITIES LAWS IS AVAILABLE) OR IN ANY OTHER JURISDICTION IN WHICH
ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
This Announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 as retained as part of UK
law by virtue of the European Union (Withdrawal) Act 2018 as
amended. Upon the publication of this Announcement, this inside
information is now considered to be in the public domain.
22 April 2021
Osirium Technologies plc
("Osirium" or the "Company")
Proposed placing and subscription to raise a minimum of GBP2.0
million
and
Notice of General Meeting
Osirium Technologies plc (AIM: OSI.L), a leading vendor of
cybersecurity software, announces its intention to raise a minimum
of GBP2.0 million (before expenses) by way of:
-- a placing of new Ordinary Shares (as defined below) in the
Company (the "Placing Shares"), at a price of 22 pence per share
(the "Placing Price") to raise a minimum of GBP1.93 million (before
expenses) (the "Placing"); and
-- an issue of 318,185 new Ordinary Shares in the Company (the
"Subscription Shares") to certain Directors of the Company at the
Placing Price to raise approximately GBP70,000 (the
"Subscription").
The Placing is being conducted through an accelerated
bookbuilding process (the "Bookbuild") to be undertaken by Stifel
Nicolaus Europe Limited ("Stifel"). The Bookbuild will be launched
immediately following the release of this Announcement. The Placing
is subject to the terms and conditions set out in the Appendix to
this Announcement.
The Placing and the Subscription are being undertaken at a
placing price of 22 pence per share, which represents a discount of
approximately 10.2 per cent to the closing middle market quotation
of ordinary shares in the Company (the "Ordinary Shares") as
derived from the Daily Official List of the London Stock Exchange
on 21 April 2021 (being the latest practicable date prior to this
Announcement).
The Placing will be carried out in two tranches: up to 3,899,100
Placing Shares (the " First Placing Shares ") and a minimum of
4,873,625 Placing Shares (the " Second Placing Shares "). The
placing of the Second Placing Shares and the allotment and issue of
the Subscription Shares are conditional, inter alia, upon the
passing of the resolution to grant authority to the Directors to
allot new Ordinary Shares otherwise than on a pre-emptive basis at
the Company's General Meeting expected to be held at 11.00 am on 12
May 2021 (the "General Meeting"). The First Placing Shares will be
allotted and issued utilising the Company's existing share
allotment authorities granted at its 2020 annual general meeting
held on 16 June 2020 (the " 2020 AGM ") and will not be conditional
upon the passing of the proposed resolution to be considered at the
General Meeting.
Defined terms used in this Announcement are defined and
explained at the end of this Announcement in the section headed
"Definitions."
Highlights
-- Proposed Placing and Subscription to raise a minimum of
GBP2.0 million (before expenses), by way of a proposed placing of a
mimumum of 8,772,725 new Ordinary Shares with existing and new
institutional investors at the Placing Price and a Subscription of
an aggregate of 318,185 new Ordinary Shares in the Company by
certain Directors of the Company at the Placing Price.
-- The net proceeds of the Placing and the Subscription (being
approximately GBP1.8 million (assuming that all Placing Shares and
Subscription Shares are subscribed for) will be used to:
- scale up the Group's business in privileged access management
(" PAM ") and digital process automation, two rapidly growing
markets which are considered by the Directors to remain
predominately greenfield with an estimated combined market size of
over $20 billion by 2026 [1] ;
- expand the Group's channel partner network;
- accelerate the Group's recruitment, including new sales,
engineering and R&D team members in order to decrease the
Group's time to market, allow it to continue to innovate, develop
next-generation solutions and continue to displace in-house
solutions and legacy products; and
- meet the Group's general working capital requirements.
The Placing and Subscription will also enable the Company to
build balance sheet strength to support the next stage of its
growth, which includes capitalising on its pipeline of new
opportunities in both the private sector and, increasingly, the
public sector.
-- The Placing Price represents a discount of approximately 10.2
per cent to the closing middle market quotation of Ordinary Shares
as derived from the Daily Official List of the London Stock
Exchange price on 21 April 2021, being the last practical date
prior to the publication of this Announcement.
-- The placing of the Second Placing Shares and the allotment
and issue of the Subscription Shares are conditional, inter alia,
upon the passing of the resolution to grant authority to the
Directors to allot new Ordinary Shares otherwise than on a
pre-emptive basis at the Company's General Meeting expected to be
held at 11.00 am on 12 May 2021. The First Placing Shares will be
allotted and issued utilising the Company's existing share
allotment authorities granted at its 2020 AGM and will not be
conditional upon the passing of the proposed resolution to be
considered at the General Meeting.
Background to the Placing and Subscription and use of
proceeds
The Company continues to make significant progress on its
strategic goals, underpinned by its privileged access management
solution, "Land, Expand and Renew" growth model and robust SaaS
growth. This has been validated by the Group's record Q4 2020 and
Q1 2021 for bookings, reflecting the return of demand for Osirium's
products and the stabilisation in its end markets.
Throughout 2020, the Company expanded its market presence
through a number of significant new contract wins and
'land-and-expand' orders from existing accounts, whilst maintaining
more than 99 per cent. customer retention levels by value across
the board. The Group expanded its footprint within existing
customer sectors, with a number of new business wins in the
healthcare market, and strengthened its position in other sectors
including telecoms, retail, childcare services and higher
education. Business wins of note included deals with a leading
healthcare provider, a contract with a major UK communications
provider, and two separate regional ambulance services. As the
Company continues to win new business, it is becoming further
entrenched in customers' organisations as its solutions touch end
users across a business's operations.
The Group has a significant opportunity in both the PAM and the
Digital Process Automation markets, estimated to be valued by 2026
at $5.4 billion[2] and $16.1 billion[3], respectively. The
Directors believe that a growing awareness of PAM as
mission-critical IT infrastructure for the upper mid-market clients
and growth in associated automation markets underpins the market
opportunity for Osirium, driving booking levels for the Company's
solutions.
Investment for future growth remains a strategic priority for
the Group. Growth will be driven by continued customer wins which
requires product enhancements within the privileged access suite to
drive value for customers, and through investment in the Group's
international partner network to expand the Group's addressable
market and address the circa $21 billion market opportunity in PAM
and Digital Process Automation.
The net proceeds of the Placing and the Subscription (being
approximately GBP1.8 million, assuming that all Placing Shares and
Subscription Shares are subscribed for) will be used to:
- scale up the Group's business in PAM and digital process
automation, two rapidly growing markets which are considered by the
Directors to remain predominately greenfield with an estimated
combined market size of over $20 billion by 2026(3) ;
-- expand the Group's channel partner network;
- accelerate the Group's recruitment, including new sales,
engineering and R&D team members in order to decrease the
Group's time to market, allow it to continue to innovate, develop
next-generation solutions and continue to displace in-house
solutions and legacy products; and
- meet the Group's general working capital requirements.
The Placing and the Subscription will also enable the Company to
build balance sheet strength to support the next stage of its
growth, which includes capitalising on its pipeline of new
opportunities in both the private sector and, increasingly, the
public sector.
Current Trading and Prospects
As disclosed in its recent trading update, announced in January
2021, the Company anticipates bookings for the year ended 31
December 2020 to be slightly ahead of current consensus market
expectations. Revenue for the 12 months to 31 December 2020 is
estimated to be at least GBP1.4 million, with deferred revenue of
circa GBP1.5 million, providing strong visibility into 2021 and
beyond. Cash balances as at 31 December 2020 were estimated at
GBP1.4 million.
Home working has laid bare many of the risks to cyber security
among organisations, and many organisations have made PAM a
priority to ensure their company data, privileged accounts and
regular business processes remain secure. The ease of
implementation of the Group's platform andprofessionalism of
customer engagementcontinue to be key competitive advantages.
Osirium provides the ideal solution for organisations wanting great
quality security but without unnecessary complexity and protracted
implementation.
While acknowledging the ongoing uncertainty and disruption
caused by COVID-19, the trading momentum the Group experienced in
its record Q4 2020 has carried through to the current financial
year, and Osirium remains focused on new orders and expanding the
pipeline of opportunities domestically and overseas through our
direct and indirect channels. In particular, the Group has a number
of opportunities in healthcare as a result of NHS Digital funding
for PAM projects and, in Q1 2021, the Group secured a substantial
number of NHS trusts as new customers, including hospitals,
regional trusts and ambulance services. With privileged access now
widely recognised as a core requirement of IT security, the Group
is confident in its future prospects and the Board is optimistic
that the Group will deliver another year of material progress in
2021.
The Company expects to report full year results for the year
ended 31 December 2020 in June 2021.
David Guyatt, Chief Executive Officer, commented:
"The pandemic has cemented cyber security's place at the top of
corporate agendas, driving further recognition that privileged
access management specifically is a core requirement in ensuring an
organisation's security. Osirium is well-positioned to capitalise
on what we believe to be a significant greenfield market
opportunity, underpinned by the Group's robust yet uncomplicated
solution set. Bookings for Q4 2020 and Q1 2021 are at record
levels, the Group has an established and growing presence in key
market verticals, and the pipeline of opportunities domestically
and overseas is strong.
The proceeds from the Placing and Subscription will enable us to
scale the business, invest in our channel partnerships, accelerate
recruitment and build balance sheet strength. As we look forward,
we are excited and optimistic about the Group's future prospects
and remain focussed on investing in our growth opportunity."
Information on the Placing
Stifel is acting as sole bookrunner ("Bookrunner") in connection
with the Placing pursuant to an agreement entered into between the
Company and the Stifel dated 22 April 2021 (the "Placing
Agreement").
The Placing, which is being conducted by way of an accelerated
bookbuilding process available to qualifying new and existing
institutional investors, will be launched immediately following
this Announcement, in accordance with and subject to the terms and
conditions set out in the Appendix.
The timing of the closing of the Placing, the number of Placing
Shares and allocations are at the discretion of the Company and the
Bookrunner and a further announcement confirming these details will
be made in due course. Members of the public are not permitted to
participate in the Placing.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing Ordinary
Shares of the Company including the right to receive dividends and
other distributions declared following Admission. The placing of
the Second Placing Shares is conditional, inter alia, upon the
passing of a resolution to grant authority to the Directors to
allot new Ordinary Shares otherwise than on a pre-emptive basis,
and a circular to shareholders, incorporating notice convening the
General Meeting, is expected to be published on 26 April 2021 (the
" Circular ") with the General Meeting due to take place at 11.00
am on 12 May 2021.
The Placing is being structured as an accelerated bookbuild to
minimise execution and market risk.
The Company will make an application for the Placing Shares to
be admitted to trading on AIM. Subject to Admission becoming
effective, it is expected that the settlement and trading will
become effective:
-- in respect of the First Placing Shares at 8.00 a.m. on 28
April 2021 or such later time as Stifel may agree in writing with
the Company (but in any event not later than 8.00 a.m. on 19 May
2021); and
-- in respect of the Second Placing Shares at 8.00 a.m. on 17
May 2021 or such later time as Stifel may agree in writing with the
Company (but in any event not later than 8.00 a.m. on 4 June
2021).
The Placing is conditional upon, inter alia, Admission becoming
effective and the Placing Agreement becoming unconditional and not
being terminated. Further details of the Placing Agreement can be
found in the terms and conditions of the Placing contained in the
Appendix.
The Placing if it proceeds will entitle holders of the
Convertible Loan Notes to elect to convert the principal amount of
their loan notes into fully paid Ordinary Shares ranking pari passu
in all respects with the Ordinary Shares of the Company in issue on
the date of conversion. Conversion will be at a rate equal to 35
pence per share, being the placing price of the Company's last
placing announced on 22 October 2019. Notice of conversion may be
given by holders of the Convertible Loan Notes at any time within
20 business days of First Admission.
A further announcement will be made following the completion of
the Bookbuild.
By choosing to participate in the Placing and by making an oral
and legally binding offer to subscribe for 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.
Your attention is drawn to the detailed terms and conditions of
the Placing set out in the Appendix.
The Subscription
Concurrent with and conditional on the Placing, Simon Lee,
Chairman of the Company, and certain other direcors of the Company,
have agreed to subscribe for an aggregate of 318,185 new Ordinary
Shares at the Placing Price to raise an additional GBP70,000
(before expenses). The allotment and issue of the Subscription
Shares is conditional, inter alia, upon the passing of the
resolution to grant authority to the Directors to allot new
Ordinary Shares otherwise than on a pre-emptive basis at the
General Meeting..
Following the Subscription, the Directors (and spouses) will
hold an aggregate of 2,329,169 Ordinary Shares, representing
apporximately 9.95 per cent. of the Company's enlarged share
capital, as summarised below:
Director Existing number Number of Subscription Total number
of Ordinary Shares Shares of Ordinary
Shares following
the Subscription
Simon Lee 269,718 136,365 406,082
-------------------- ----------------------- ------------------
David Guyatt* 1,443,411 136,365 1,579,776
-------------------- ----------------------- ------------------
Rupert Hutton* 137,142 0 137,142
-------------------- ----------------------- ------------------
Stephen Purdham 57,142 45,455 102,597
-------------------- ----------------------- ------------------
Simon Hember 103,571 0 103,571
-------------------- ----------------------- ------------------
Total: 2,010,984 318,185 2,329,169
-------------------- ----------------------- ------------------
*and spouse
Application will be made for Admission of the Subscription
Shares and it is expected that Admission will become effective and
that dealings in the Subscription Shares will commence at 8.00 a.m.
on 17 May 2021.
The Subscription Shares will, if and when issued, rank pari
passu in all respects with the Existing Ordinary Shares.
Expected timetable
Latest time and date for receipt of 6:00 p.m. BST on 22 April
commitments under the Placing: 2021
Results of the Placing announced by on 23 April 2021
7:00 a.m. BST:
Circular for General Meeting publication on 26 April 2021
by close of business:
Admission and commencement of dealings 8.00 a.m. BST on 28 April
in the First Placing Shares: 2021
Latest time and date for receipt of 11.00 a.m. BST on 10 May
Forms of Proxy 2021
for the General Meeting:
Time and date of the General Meeting: 11.00 a.m. BST on 12 May
2021
Admission and commencement of dealings 8.00 a.m. BST on 17 May
in the Second Placing Shares and the 2021
Subscription Shares:
The dates set out in the expected timetable above may be
adjusted by the Company and Stifel. In such circumstances, details
of the new dates will be notified to the London Stock Exchange and
an announcement will be made through a Regulatory Information
Service.
- Ends -
For further information:
Osirium Technologies plc Tel: +44 (0) 118 324 2444
David Guyatt, Chief Executive Officer
Rupert Hutton, Chief Financial
Officer
www.osirium.com
Stifel Nicolaus Europe Limited Tel: +44 (0) 20 7710 7600
(Nominated Adviser and Broker)
Fred Walsh / Richard Short
Alma
(Financial PR)
David Ison / Josh Royston / Kieran Tel: +44 (0) 20 3405 0205
Breheny
This announcement contains inside information as defined in
Article 7 of the UK MAR. Market Soundings, as defined in the UK
MAR, were taken in respect of the proposed Placing with the result
that certain persons became aware of this inside information, as
permitted by the UK MAR. Upon the publication of this announcement,
this inside information is now considered to be in the public
domain. The person responsible for arranging the release of this
Announcement on behalf of the Company is Martin Kay, Company
Secretary.
Notes to Editors:
Osirium Technologies plc (AIM: OSI.L) operates in one of the
fastest growing parts of the cybersecurity market and is a leading
vendor of Privileged Access Security solutions. Osirium's
cloud-based products protect critical IT assets, infrastructure and
devices by preventing targeted cyber-attacks from directly
accessing Privileged Accounts, removing unnecessary access and
powers of Privileged Account users, deterring legitimate Privileged
Account users from abusing their roles and containing the effects
of a breach if one does happen.
Osirium has defined and delivered what the Directors view as the
next generation Privileged Access Management solution. Osirium's
award-winning Privileged Task Management module further strengthens
Privileged Account Security by minimising the cyber-attack surface
and delivering an impressive return on investment benefits for
customers. Building on Osirium's Privileged Task Management module,
in May 2019 Osirium launched Privileged Process Automation,
providing a highly-flexible platform for automating essential IT
processes to set a new benchmark in IT Process Automation. This was
followed by the launch of Privileged Endpoint Manager in December
2019, bringing the total portfolio to three complementary
solutions.
Founded in 2008 and with its headquarters in Reading, UK, the
Group was admitted to AIM in April 2016. For further information
please visit www.osirium.com .
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.
IMPORTANT NOTICES
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). The Placing Shares
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "US Securities Act") or
with any securities regulatory authority of any state or
jurisdiction of the United States, and may not be offered, sold or
transferred, directly or indirectly, in the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the US Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States. There will be no public
offering of securities in the United States.
This Announcement may contain, or may be deemed to 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. 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,
including amongst other things, United Kingdom domestic and global
economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
respective affiliates operate, the effect of volatility in the
equity, capital and credit markets on the Company's profitability
and ability to access capital and credit, a decline in the
Company's credit ratings; the effect of operational risks; and the
loss of key personnel. 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. 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 statement is based.
Solely for the purposes of Article 9(8) of Commission Delegated
Directive 2017/593 (the "Delegated Directive") regarding the
responsibilities of Manufacturers under the Product Governance
requirements contained within: (a) Directive 2014/65/EU on markets
in financial instruments, as amended ("MiFID II"); (b) Articles 9
and 10 of the Delegated Directive; and (c) local implementing
measures, including but not limited to the product governance
requirements contained within the FCA Handbook (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 IIand (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, Distributors (as defined within the MiFID
II Product Governance Requirements) 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 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 proposed placing. Furthermore, it
is noted that, notwithstanding the Target Market Assessment, the
Bookrunner will only procure investors who meet the criteria of
professional clients and eligible counterparties. For the avoidance
of doubt, the Target Market Assessment does not constitute: (a) an
assessment of suitability of 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.
Stifel is authorised and regulated by the Financial Conduct
Authority (the "FCA") in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the
Placing, and Stifel will not be responsible to anyone (including
any purchasers of the Placing Shares) other than the Company for
providing the protections afforded to its clients or for providing
advice in relation to the Placing or any other matters referred to
in this Announcement. Stifel's responsibilities as the Company's
nominated adviser and broker under the AIM Rules for Nominated
Advisers are owed solely to the London Stock Exchange and are not
owed to the Company or to any director of the Company or to any
other person in respect of his decision to acquire shares in the
Company in reliance on any part of this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Stifel or by any of its affiliates or
agents as to, or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Appendix
Terms and Conditions of the Placing
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED IN IT, IS
RESTRICTED AND IS NOT FOR PUBLIC RELEASE, PUBLICATION, OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING
THIS ANNOUNCEMENT OR ANY PART OF IT DOES NOT CONSTITUTE OR FORM
PART OF ANY OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER
TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR PLACING SHARES IN THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS OR
MAY BE RESTRICTED OR UNLAWFUL. 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 BE OFFERED, SOLD,
RESOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL (UNLESS AN EXEMPTION
UNDER THE RELEVANT SECURITIES LAWS IS APPLICABLE). 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.
THE DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY PART OF IT AND THE
PLACING AND ISSUE OF THE PLACING SHARES IN CERTAIN JURISDICTIONS
MAY BE RESTRICTED OR PROHIBITED BY LAW. NO ACTION HAS BEEN TAKEN BY
THE COMPANY OR STIFEL OR ANY OF ITS RESPECTIVE AFFILIATES, AGENTS,
CONSULTANTS, DIRECTORS, EMPLOYEES OR OFFICERS 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, OTHER THAN THE UK. PERSONS TO WHOSE ATTENTION
THIS ANNOUNCEMENT HAS BEEN DRAWN ARE REQUIRED BY THE COMPANY AND
STIFEL TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING.
IN THE EEA THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY
AND IS DIRECTED ONLY AT (A) PERSONS IN RELEVANT MEMBER STATES WHO
ARE (I) QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF
THE EU PROSPECTUS REGULATION ("EU QUALIFIED INVESTORS"); OR (II) TO
WHOM IT IS OTHERWISE LAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT WITHOUT
ANY OBLIGATION TO PUBLISH A PROSPECTUS UNDER THE EU PROSPECTUS
REGULATION; AND (B) ARE OTHERWISE PERSONS TO WHOM IT MAY BE
LAWFULLY COMMUNICATED (TOGETHER "EU RELEVANT PERSONS").
IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS DIRECTED ONLY AT (A) PERSONS WHO ARE
"QUALIFIED INVESTORS", BEING PERSONS FALLING WITHIN THE MEANING OF
ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION ("UK QUALIFIED
INVESTORS") OR (B) PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO
DISTRIBUTE THIS ANNOUNCEMENT WITHOUT ANY OBLIGATION TO ISSUE A
PROSPECTUS APPROVED BY THE FCA PURSUANT TO THE UK PROSPECTUS
REGULATION; AND (C) PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5)
(INVESTMENT PROFESSIONALS) OF THE FSMA (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 (TOGETHER "UK RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT EITHER EU RELEVANT PERSONS OR
UK RELEVANT PERSONS (AS APPLICABLE). PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO EU RELEVANT PERSONS OR UK RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH EU RELEVANT PERSONS OR UK
RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN NOR WILL BE
REGISTERED UNDER THE US SECURITIES ACT, UNDER THE SECURITIES
LEGISLATION OF ANY STATE OF THE UNITED STATES OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE
UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER
REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON ORORSED 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 INCLUDES STATEMENTS THAT ARE, OR MAY BE DEEMED
TO BE "FORWARD-LOOKING STATEMENTS". IN SOME CASES, THESE
FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF
FORWARD-LOOKING TERMINOLOGY, INCLUDING THE TERMS "AIMS",
"ANTICIPATES", "BELIEVES", "COULD", "ENVISAGES", "ESTIMATES",
"EXPECTS", "INTS", "MAY", "PLANS", "PROJECTS", "SHOULD", "TARGETS"
OR "WILL" OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR
COMPARABLE TERMINOLOGY. THESE FORWARD-LOOKING STATEMENTS RELATE TO
MATTERS THAT ARE NOT HISTORICAL FACTS. THEY APPEAR IN A NUMBER OF
PLACES THROUGHOUT THIS ANNOUNCEMENT AND INCLUDE STATEMENTS
REGARDING THE INTENTIONS, BELIEFS OR CURRENT EXPECTATIONS OF THE
COMPANY OR ITS DIRECTORS CONCERNING, AMONG OTHER THINGS: (I) THE
COMPANY'S OBJECTIVE, ACQUISITION AND FINANCING STRATEGIES, RETURNS
OF CAPITAL, RESULTS OR OPERATIONS, FINANCIAL CONDITION, CAPITAL
RESOURCES, CAPITAL APPRECIATION OF THE PLACING SHARES AND DIVIDS;
(II) FUTURE DEAL FLOW AND IMPLEMENTATION OF ACTIVE MANAGEMENT
STRATEGIES; AND (III) TRS IN THE SECTORS IN WHICH THE COMPANY
OPERATES OR MAY INT TO INVEST.
BY THEIR NATURE, FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND
UNCERTAINTIES BECAUSE THEY RELATE TO EVENTS AND DEP ON
CIRCUMSTANCES THAT MAY OR MAY NOT OCCUR IN THE FUTURE AND FACTORS
WHICH ARE BEYOND THE COMPANY'S CONTROL. FORWARD-LOOKING STATEMENTS
ARE NOT GUARANTEES OF FUTURE PERFORMANCE. THE ACTUAL RESULTS,
PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY OR DEVELOPMENTS IN THE
INDUSTRY IN WHICH THE COMPANY OPERATES MAY DIFFER MATERIALLY FROM
THE FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS OR INDUSTRY
DEVELOPMENTS EXPRESSED OR IMPLIED BY THE FORWARD-LOOKING STATEMENTS
CONTAINED IN THIS ANNOUNCEMENT.
THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS ANNOUNCEMENT
SPEAK ONLY AS AT THE DATE OF THIS ANNOUNCEMENT. THE COMPANY
UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE PUBLICLY THE
FORWARD-LOOKING STATEMENTS CONTAINED IN THIS ANNOUNCEMENT TO
REFLECT ANY CHANGE IN EXPECTATIONS OR TO REFLECT EVENTS OR
CIRCUMSTANCES OCCURRING OR ARISING AFTER THE DATE OF THIS
ANNOUNCEMENT, EXCEPT AS REQUIRED IN ORDER TO COMPLY WITH ITS LEGAL
AND REGULATORY OBLIGATIONS (INCLUDING UNDER THE AIM RULES).
THIS ANNOUNCEMENT HAS BEEN PREPARED AND ISSUED BY THE COMPANY
AND IS AND WILL BE 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 STIFEL OR ANY OF ITS ADVISERS, AFFILIATES,
AGENTS, BRANCHES, CONSULTANTS, DIRECTORS, EMPLOYEES, OFFICERS OR
ANY OTHER PERSON AS TO OR IN RELATION TO THE ACCURACY OR
COMPLETENESS OF THIS ANNOUNCEMENT OR ANY OTHER WRITTEN OR ORAL
INFORMATION MADE AVAILABLE TO OR PUBLICLY AVAILABLE TO ANY PLACEE,
ANY PERSON ACTING ON SUCH PLACEE'S BEHALF OR ANY OF THEIR
RESPECTIVE ADVISERS, AND ANY LIABILITY THEREFOR IS EXPRESSLY
DISCLAIMED.
THIS ANNOUNCEMENT HAS NOT BEEN EXAMINED OR APPROVED BY THE
LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO EXAMINED
OR APPROVED.
SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS
CONTAINED WITHIN (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN
FINANCIAL INSTRUMENTS, AS AMED ("MIFID II"); (B) ARTICLES 9 AND 10
OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID
II; AND (C) LOCAL IMPLEMENTING MEASURES, INCLUDING BUT NOT LIMITED
TO THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED WITHIN THE FCA
HANDBOOK, (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 SUCH PLACING SHARES ARE; (I) COMPATIBLE WITH AN 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 (AS DEFINED WITHIN THE MIFID II PRODUCT GOVERNANCE
REQUIREMENTS) 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 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, STIFEL AS THE BOOKRUNNER WILL ONLY PROCURE INVESTORS
WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND ELIGIBLE
COUNTERPARTIES. FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET
ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OF
APPROPRIATENESS FOR THE PURPOSES OF MIFID II; OR (B) A RECOMMATION
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.
THE INFORMATION THAT A PROSPECTIVE PLACEE PROVIDES IN DOCUMENTS
IN RELATION TO A PLACING OF ORDINARY SHARES OR SUBSEQUENTLY BY
WHATEVER MEANS WHICH RELATES TO THE PROSPECTIVE INVESTOR (IF THEY
ARE AN INDIVIDUAL) OR A THIRD PARTY INDIVIDUAL ("PERSONAL DATA")
WILL BE HELD AND PROCESSED BY THE COMPANY (AND ANY THIRD PARTY TO
WHOM IT MAY DELEGATE CERTAIN ADMINISTRATIVE FUNCTIONS IN RELATION
TO THE COMPANY) IN COMPLIANCE WITH THE RELEVANT DATA PROTECTION
LEGISLATION AND REGULATORY REQUIREMENTS OF THE UNITED KINGDOM. SUCH
INFORMATION WILL BE HELD AND PROCESSED BY THE COMPANY (OR ANY THIRD
PARTY, FUNCTIONARY OR AGENT APPOINTED BY THE COMPANY) FOR THE
FOLLOWING PURPOSES:
(A) VERIFYING THE IDENTITY OF THE PROSPECTIVE PLACEE TO COMPLY
WITH STATUTORY AND REGULATORY REQUIREMENTS IN RELATION TO
ANTI-MONEY LAUNDERING PROCEDURES;
(B) CONTACTING THE PROSPECTIVE PLACEE WITH INFORMATION ABOUT
PRODUCTS AND SERVICES, OR ITS AFFILIATES, WHICH MAY BE OF INTEREST
TO THE PROSPECTIVE PLACEE;
(C) CARRYING OUT THE BUSINESS OF THE COMPANY AND THE ADMINISTERING OF INTERESTS IN THE COMPANY;
(D) MEETING WITH THE LEGAL, REGULATORY, REPORTING AND/OR
FINANCIAL OBLIGATIONS OF THE COMPANY IN ENGLAND AND WALES (AND
ELSEWHERE AS REQUIRED); AND
(E) DISCLOSING PERSONAL DATA TO OTHER FUNCTIONARIES OF, OR
ADVISERS TO, THE COMPANY TO OPERATE AND/OR ADMINISTER THE COMPANY'S
BUSINESS.
WHERE APPROPRIATE IT MAY BE NECESSARY FOR THE COMPANY (OR ANY
THIRD PARTY, FUNCTIONARY OR AGENT APPOINTED BY THE COMPANY) TO:
(A) DISCLOSE PERSONAL DATA TO THIRD PARTY SERVICE PROVIDERS,
AGENTS OR FUNCTIONARIES APPOINTED BY THE COMPANY TO PROVIDE
SERVICES TO PROSPECTIVE PLACEE; AND
(B) TRANSFER PERSONAL DATA OUTSIDE THE UNITED KINGDOM INTO
COUNTRIES OR TERRITORIES WHICH DO NOT OFFER THE SAME LEVEL OF
PROTECTION FOR THE RIGHTS AND FREEDOMS OF PROSPECTIVE PLACEE AS THE
UNITED KINGDOM.
IF THE COMPANY (OR ANY THIRD PARTY, FUNCTIONARY, OR AGENT
APPOINTED BY A MEMBER OF THE COMPANY) DISCLOSES PERSONAL DATA TO
SUCH A THIRD PARTY, AGENT AND/OR FUNCTIONARY AND/OR MAKES SUCH A
TRANSFER OF PERSONAL DATA IT WILL USE REASONABLEEAVOURS TO ENSURE
THAT ANY THIRD PARTY, AGENT OR FUNCTIONARY TO WHOM THE RELEVANT
PERSONAL DATA ARE DISCLOSED OR TRANSFERRED IS CONTRACTUALLY BOUND
TO PROVIDE AN ADEQUATE LEVEL OF PROTECTION IN RESPECT OF SUCH
PERSONAL DATA.
IN PROVIDING SUCH PERSONAL DATA, PROSPECTIVE PLACEES WILL BE
DEEMED TO HAVE AGREED TO THE PROCESSING OF SUCH PERSONAL DATA IN
THE MANNER DESCRIBED ABOVE. PROSPECTIVE PLACEES ARE RESPONSIBLE FOR
INFORMING ANY THIRD-PARTY INDIVIDUAL TO WHOM THE PERSONAL DATA
RELATES OF THE DISCLOSURE AND USE OF SUCH DATA IN ACCORDANCE WITH
THESE PROVISIONS.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY.
Terms and conditions of, and the mechanics of participation in,
the Placing
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. By participating in
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.
No commission will be paid to Placees or by Placees in respect
of any Placing Shares.
Details of the Placing Agreement and the Placing Shares
Stifel as sole bookrunner has en tered into the Placing
Agreement with the Company pursuant to which, on the terms and
subject to the conditions set out in such Placing Agreement, Stifel
as agent for and on behalf of the Company, has agreed to use its
reasonable endeavours to procure Placees for the Placing Shares at
the Placing Price. The Placing is not being underwritten by
Stifel.
The placing of the Second Placing Shares is conditional, inter
alia, upon the passing of the resolution to grant authority to the
Directors to allot new Ordinary Shares otherwise than on a
pre-emptive basis at the General Meeting. The First Placing Shares
will be allotted and issued utilising the Company's existing share
allotment authorities granted at its 2020 AGM and will not be
conditional upon the passing of the proposed resolution to be
considered at the General Meeting.
The Placing Shares will, when issued, be subject to the articles
of association of the Company and credited as fully paid and will
rank pari passu in all respects with the existing issued Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid in respect of such Ordinary
Shares after the relevant date of issue of the Placing Shares.
The Placing Agreement contains certain undertakings, warranties
and indemnities given by the Company for the benefit of Stifel.
Stifel has absolute discretion as to whether or not to bring an
action against the Company for breach of these undertakings,
warranties and indemnities.
Stifel has the right to terminate the Placing Agreement in
certain circumstances, details of which are set out below.
Application for Admission
Application will be made to the London Stock Exchange for
admission of the First Placing Shares ("First Admission") and the
Second Placing Shares ("Second Admission") to trading on AIM in
accordance with the AIM Rules for Companies.
It is expected that First Admission will take place at 8.00a.m.
on 28 April 2021 and that dealings in the First Placing Shares on
AIM will commence at the same time.
It is expected that Second Admission will take place at 8.00a.m.
on 17 May 2021 and that dealings in the Second Placing Shares on
AIM will commence at the same time.
Principal terms of the Placing
Stifel is acting as nominated adviser, broker and sole
bookrunner to the Placing, as agent for and on behalf of the
Company. Stifel is authorised and regulated in the United Kingdom
by the FCA, is acting exclusively for the Company and no one else
in connection with the matters referred to in this Announcement and
will not be responsible to anyone other than the Company for
providing the protections afforded to the customers of Stifel or
for providing advice in relation to the matters described in this
Announcement.
Participation in the Placing will only be available to persons
who may lawfully be, and are, invited by Stifel to participate.
Stifel and any of its affiliates are entitled to participate in the
Placing as principal.
The exact number of Placing Shares to be allocated and issued to
each Placee shall be determined by Stifel (in consultation with the
Company) following completion of the Bookbuild. Stifel will
commence the Bookbuild today and it is expected to close no later
than 6.00 p.m. on 22 April 2021 but may be closed earlier or later
at Stifel's discretion. Stifel may, in agreement with the Company,
accept bids that are received after the Bookbuild has closed. The
number of Placing Shares will be announced on a Regulatory
Information Service following completion of the Bookbuild.
Each Placee's allocation of Placing Shares and participation in
the First Placing and/or the Second Placing will be communicated
orally by Stifel to the relevant Placee. That oral confirmation
will give rise to an irrevocable, legally binding commitment by
such Placee, in favour of Stifel and the Company, under which it
agrees to acquire the number of Placing Shares allocated to it at
the Placing Price and participation in the First Placing and/or the
Second Placing and otherwise on the terms and subject to the
conditions set out in this Appendix and in accordance with the
Company's articles of association. Except with Stifel's consent,
such commitment will not be capable of variation, revocation,
termination or rescission at either the time of such oral
confirmation or any time thereafter.
Each Placee's allocation and commitment will be evidenced by a
contract note issued to such Placee by Stifel. The contract note
will set out the number of Placing Shares allocated, the Placing
Price and the aggregate amount owed by such Placee to Stifel. The
terms of this Appendix will be deemed incorporated in that contract
note.
The Placing Price shall be payable to Stifel by all Placees.
Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to Stifel (as agent for the Company), to
pay to it (or as it may direct) in cleared funds an amount equal to
the product of the Placing Price and the number of Placing Shares
such Placee has agreed to acquire and the Company has agreed to
allot and issue to that Placee.
Irrespective of the time at which a Placee's allocation(s)
pursuant to the First Placing and/or the Second Placing (as the
context so requires) is/are confirmed, settlement for all Placing
Shares to be acquired pursuant to the First Placing and/or the
Second Placing (as the context so requires) is/are confirmed will
be required to be made on the basis explained below under
"Registration and Settlement."
All obligations of Stifel under the Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under "Termination of the Placing."
By participating in the First Placing and/or the Second Placing
(as the context so requires), each Placee will agree that its
rights and obligations in respect of the First Placing and/or the
Second Placing (as the context so requires) will terminate only in
the circumstances described below and/or set out in the Placing
Agreement will not be capable of rescission or termination by the
Placee.
To the fullest extent permissible by law and applicable FCA
rules, none of (a) Stifel, (b) any of Stifel's affiliates, agents,
directors, officers, employees or consultants, (c) to the extent
not contained within (a) or (b), any person connected with Stifel
as defined in the FSMA ((b) and (c) being together "affiliates" and
individually an "affiliate" of Stifel) or (d) any person acting on
Stifel's behalf shall have any liability (including to the extent
permissible by law, any fiduciary duties) to any Placee or to any
other person whether acting on behalf of a Placee or otherwise. In
particular, neither Stifel nor any of its respective affiliates
shall have any liability (including, to the extent permissible by
law, any fiduciary duties) in respect of their conduct of the
Placing or of such alternative method of effecting the Placing as
Stifel and the Company may agree.
Registration and Settlement
Each Placee which has been allocated Placing Shares in the First
Placing and/or the Second Placing (as the context so requires) will
be sent a contract note by Stifel stating, inter alia, the number
of First Placing Shares or Second Placing Shares (as the context so
requires) allocated to it, the Placing Price and the aggregate
amount owed by them to Stifel.
Settlement of transactions in the Placing Shares (ISIN:
GB00BZ58DH10) will take place within CREST, subject to certain
exceptions.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by Stifel in accordance with either the standing CREST or
certificated settlement instructions which they have in place with
Stifel.
In accordance with the contract note, settlement will be on a
delivery versus payment basis.
In the event of any difficulties or delays in the admission of
the Placing Shares to CREST or the use of CREST in relation to the
Placing, the Company and Stifel may agree that the Placing Shares
should be issued in certificated form.
Stifel reserves the right to require settlement for the Placing
Shares, and to deliver the Placing Shares to Placees, by such other
means as it deems necessary if delivery or settlement to Placees is
not practicable within the CREST or would not be consistent with
regulatory requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of two percentage points above prevailing LIBOR as
determined by Stifel.
Each Placee is deemed to agree that if it does not comply with
these obligations, Stifel may sell any or all of their Placing
Shares on their behalf and retain from the proceeds, for Stifel ' 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 for any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the
sale of their Placing Shares on their behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
contract note is copied and delivered immediately to the relevant
person within that organisation. Insofar as Placing Shares are
registered in a Placee's name or that of its nominee or in the name
of any person for whom a Placee is contracting as agent or that of
a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to United
Kingdom stamp duty or stamp duty reserve tax.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of Stifel under the Placing Agreement are, and
the Placing is, conditional upon, inter alia:
1. none of the warranties or undertakings provided in the
Placing Agreement by the Company being or having become untrue,
inaccurate or misleading in any material respect at any time before
Admission and no fact or circumstance having arisen which would
constitute a material breach of any such warranties;
2. the performance by the Company of certain obligations under
the Placing Agreement to the extent that they fall to be performed
prior to Admission;
3. in respect of the Second Placing Shares, the passing of the
resolution at the General Meeting (which will grant authority to
the directors of the Company to allot the Second Placing Shares and
dis-apply pre-emption rights in respect of the Second Placing
Shares);
4. First Admission occurring not later than 8.00a.m. on 28 April
2021 or such later time as Stifel may agree in writing with the
Company (but in any event not later than 8.00 a.m. on 19 May 2021);
and
5. Second Admission occurring not later than 8.00a.m. on 17 May
2021 or such later time as Stifel may agree in writing with the
Company (but in any event not later than 8.00 a.m. on 4 June
2021),
(all conditions to the obligations of Stifel included in the
Placing Agreement being together, the "Conditions").
If any of the conditions set out in the Placing Agreement in
relation to the First Placing Shares and/or the Second Placing
Shares are not fulfilled or, where permitted, waived in accordance
with the Placing Agreement within the stated time periods (or such
later time and/or date as the Company and Stifel may agree), or the
Placing Agreement is terminated in accordance with the
circumstances described under "Termination of the Placing" below,
the placing of the First Placing Shares and/or the Second Placing
Shares (as the context so requires) will lapse and the Placee's
rights and obligations shall cease and terminate at such time, all
monies received from a Placee pursuant to the First Placing and/or
the Second Placing (as the context so requires) shall be returned
to such Placee without interest, at the risk of the relevant Placee
and each Placee agrees that no claim can be made by or on behalf of
the Placee (or any person on whose behalf the Placee is acting) in
respect thereof.
Certain Conditions may be waived in whole or in part by Stifel,
in its absolute discretion and Stifel may also agree in writing
with the Company to extend the time for satisfaction of any
condition. Any such extension or waiver will not affect Placees'
commitments as set out in this Appendix.
Stifel may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither Stifel, the Company nor any of their respective
affiliates, agents, consultants, directors, employees or officers
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 any of them 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 First Placing and/or the Second Placing (as the
context so requires) nor for any decision any of them may make as
to the satisfaction of any condition or in respect of the First
Placing and/or the Second Placing (as the context so requires)
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of
Stifel.
Termination of the Placing
Stifel may terminate its obligation under the Placing Agreement,
in accordance with its terms, at any time prior to First Admission
or Second Admission (as the context so requires) if, inter
alia:
1. it comes to the notice of Stifel that any statement contained
in this Announcement, or any other document or announcement issued
or published by or on behalf of the Company in connection with the
Placing, is or has become untrue, incorrect or misleading in any
material respect;
2. it comes to the knowledge of Stifel that any of the
warranties in the Placing Agreement was untrue, inaccurate or
misleading when made and or that any of the warranties in the
Placing Agreement have at any time prior to First Admission or
Second Admission (as the context so requires) ceased to be true or
accurate or have become misleading in each case in any material
respect by reference to the facts and circumstances from time to
time subsisting or a matter has arisen which gives rise to a claim
under any of the indemnities in the Placing Agreement;
3. the Company shall fail or be unable to comply with any of its
obligations under the Placing Agreement or otherwise relating to
the First Placing or the Second Placing (as the context so
requires) and which is material in the context of the Placing
Agreement or the Placing;
4. there has occurred any material adverse change in the
financial position or prospects of the Company; or
5. there has occurred any change in national or international
financial, monetary, market (including, without limitation,
fluctuations in exchange rates), industrial, economic, legal or
political conditions or there has occurred any international or
national crisis (including a material worsening of the Covid-19
pandemic), act of terrorism or outbreak of hostilities.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
First Placing and/or the Second Placing (as the context so
requires) as described in this Announcement shall cease and
terminate at such time, all monies received from a Placee pursuant
to the First Placing and/or the Second Placing (as the context so
requires) shall be returned to such Placee without interest, at the
risk of the relevant Placee and each Placee agrees that no claim
can be made by or on behalf of the Placee (or any person on whose
behalf the Placee is acting) in respect thereof.
By participating in the First Placing and/or the Second Placing
(as the context so requires), each Placee agrees with the Company
and Stifel that the exercise by the Company, or Stifel, of any
right of termination or any other right or other discretion under
the Placing Agreement shall be within the absolute discretion of
the Company or Stifel and that neither the Company nor Stifel needs
make any reference to such Placee and that neither Stifel, the
Company, nor any of their respective affiliates, agents, directors,
officers or employees shall have any liability to such Placee (or
to any other person whether acting on behalf of a Placee or
otherwise) whatsoever in connection with any such exercise.
Lock-up
As part of the Placing, the Company has agreed that it will not
for a period of 120 days after First Admission, offer, issue, sell,
contract to sell, issue options in respect of or otherwise dispose
of any securities of the Company (or any interest therein or in
respect thereof) or any other securities exchangeable for, or
convertible into, or substantially similar to, Ordinary Shares or
enter into any transaction having substantially the same effect or
agree to do any of the foregoing other than with the prior written
consent of Stifel (such consent not to be unreasonably withheld or
delayed), other than in relation to certain permitted employee
share schemes or as otherwise contemplated by the Placing
Agreement.
No prospectus
No prospectus has been or will be submitted to be approved by
either (i) the FCA (in relation to the United Kingdom and the UK
Prospectus Regulation); or (ii) any competent authority of any
Relevant Member State (in relation to the EEA and the EU Prospectus
Regulation), in relation to the Placing or the Placing Shares and
no such prospectus is required on the basis that all offers of
Placing Shares will be made pursuant to an exemption from the
requirement to produce a prospectus under the either the UK
Prospectus Regulation or the EU Prospectus Regulation (as
applicable).
Placees' commitments will be made solely on the basis of the
information contained in this Announcement and subject to any
further terms set forth in the contract note to be sent to
individual Placees.
Representations, warranties and further terms
By participating in the Placing, each Placee and/or any person
acting on such Placee's behalf acknowledges, agrees, represents,
undertakes, and warrants with Stifel (for itself and as agent on
behalf of the Company) that (save where Stifel expressly agrees in
writing to the contrary):
1. it has read and understood this Announcement in its entirety
and it agrees and acknowledges that the issue and acquisition of
the Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, indemnities,
acknowledgements, agreements, undertakings and other information
contained in this Appendix;
2. it is either a UK Relevant Person or a EU Relevant Person and
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business;
3. in the case of a EU Relevant Person in a Relevant Member
State or a UK Relevant Person who acquires any Placing Shares
pursuant to the Placing:
a. it is a EU Qualified Investor or a UK Qualified Investor (as applicable); and
b. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Regulation 5(1) of
the EU Prospectus Regulation and Regulation 5(1) of the UK
Prospectus Regulation:
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 in circumstances where either the EU
Prospectus Regulation or the UK Prospectus Regulation applies or
to, persons in any Relevant Member State or in the UK other than EU
Qualified Investors or UK Qualified Investors in circumstances in
which the prior consent of Stifel has not been given to the offer
or resale; or
ii. where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA or in the UK other than EU
or UK Qualified Investors, the offer of those Placing Shares to it
is not treated under the EU Prospectus Regulation or the UK
Prospectus Regulation as having been made to such persons;
4. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are acquired will not be, a
resident of, or with an address in, or subject to the laws of,
Australia, Canada, Japan or the Republic of South Africa, and it
acknowledges and agrees that the Placing Shares have not been and
will not be registered or otherwise qualified under the securities
legislation of Australia, Canada, Japan or the Republic of South
Africa and may not be offered, sold or acquired, directly or
indirectly, within those jurisdictions;
5. it acknowledges that no action has been or will be taken by
any of the Company, Stifel or any person acting on their behalf
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. In addition, the
Placing Shares have not been registered or otherwise qualified, and
will not be registered or otherwise qualified, for offer and sale
nor will a prospectus be cleared or approved in respect of any of
the Placing Shares under the securities laws of the United States
(or any state or other jurisdiction of the United States)
Australia, Canada, Japan or the Republic of South Africa and,
subject to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly,
within the United States, Australia, Canada, Japan or the Republic
of South Africa or in any country or jurisdiction where any such
action for that purpose is required;
6. 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;
7. it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the US Securities Act;
8. it and/or each person on whose behalf it is participating (i)
is entitled to acquire Placing Shares pursuant to the Placing under
the laws and regulations of all relevant jurisdictions; (ii) has
fully observed such laws and regulations; and (iii) has the
capacity and has obtained all requisite authorities and consents
(including, without limitation, in the case of a person acting on
behalf of a Placee, all requisite authorities and consents to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and has complied with all necessary formalities
to enable it to enter into the transactions and make the
acknowledgements, agreements, indemnities, representations,
undertakings and warranties contemplated hereby and to perform and
honour its obligations in relation thereto on its own behalf (and
in the case of a person acting on behalf of a Placee on behalf of
that Placee); (iv) does so agree to the terms set out in this
Appendix and does so make the acknowledgements, agreements,
indemnities, representations, undertakings and warranties contained
in this Announcement on its own behalf (and in the case of a person
acting on behalf of a Placee on behalf of that Placee); and (v) is
and will remain liable to the Company and Stifel for the
performance of all its obligations as a Placee of the Placing
(whether or not it is acting on behalf of another person);
9. it is acquiring the Placing Shares for its own account or if
it is acquiring the Placing Shares on behalf of another person it
confirms that it exercises sole investment discretion in relation
to such other person's affairs and, in particular, if it is a
pension fund or investment company it is aware of and acknowledges
it is required to comply with all applicable laws and regulations
with respect to its acquisition of Placing Shares;
10. it understands (or if acting on behalf of another person,
such person has confirmed that such person understands) the resale
and transfer restrictions set out in this Appendix;
11. it has not received a prospectus or other offering document
in connection with the Placing and acknowledges that no prospectus
or other offering document: (i) is required under the UK Prospectus
Regulation or the EU Prospectus Regulation; and (ii) has been or
will be prepared in connection with the Placing;
12. 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 AIM Rules, which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss account
(the "Exchange Information"), and that it is able to obtain or
access the Exchange Information without undue difficulty, and is
able to obtain access to such information or comparable information
concerning any other publicly traded company, without undue
difficulty;
13. it has made its own assessment of the Company, the Placing
Shares and the terms of the Placing and has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. It has not
relied on (i) any investigation that Stifel or any person acting on
Stifel's behalf may have conducted with respect to the Company, the
Placing or the Placing Shares; or (ii) any other information given
or any other representations, statements or warranties made at any
time by any person in connection with Admission, the Company, the
Placing, the Placing Shares or otherwise;
14. neither Stifel, the Company nor any of their respective
affiliates, agents, consultants, directors, employees, officers or
any person acting on behalf of any of them has provided, nor will
provide, it with any material regarding the Placing Shares or the
Company or any other person in addition to the information in this
Announcement; nor has it requested Stifel, the Company, any of
their respective affiliates, agents, consultants, employees,
directors or officers or any person acting on behalf of any of them
to provide it with any such information;
15. the content of this Announcement has been prepared by and is
exclusively the responsibility of the Company. Neither Stifel nor
any persons acting on behalf of it is responsible for or has or
shall have any liability for any information, representation,
warranty or statement, written or oral relating to the Company and
either contained in this Announcement or previously or concurrently
published by or on behalf of the Company. Stifel will not be liable
for any Placee's decision to participate in the Placing based on
any information, representation, warranty or statement contained in
this Announcement, the Exchange Information or otherwise. Neither
Stifel, the Company, nor any of their respective affiliates,
agents, consultants, directors, employees or officers has made any
representation or warranty to the Placee, express or implied, with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of the information in this
Announcement or the Exchange Information. Nothing in this Appendix
shall exclude any liability of any person for fraudulent
misrepresentation;
16. the only information on which it is entitled to rely and on
which it has relied in committing to subscribe for the Placing
Shares is contained in this Announcement. It has satisfied itself
that such information is still current and is all that it deems
necessary to make an investment decision in respect of the Placing
Shares;
17. it has the funds available to pay for the Placing Shares
which it has agreed to acquire and acknowledges, agrees and
undertakes that it will make payment to Stifel for the Placing
Shares allocated to it in accordance with the terms and conditions
of this Announcement on the due times and dates set out in this
Announcement or the relevant contract note, failing which the
relevant Placing Shares may be placed with others on such terms as
Stifel may, in its absolute discretion determine without liability
to the Placee and it will remain liable for any shortfall below the
net proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties due pursuant
to the terms set out or referred to in this Announcement) which may
arise upon the sale of such Placee's Placing Shares on its
behalf;
18. it, or the person specified by it for registration as a
holder of the Placing Shares will be responsible for any liability
to stamp duty or stamp duty reserve tax payable on the acquisition
of any of the Placing Shares or the agreement to subscribe for the
Placing Shares and shall indemnify the Company and Stifel in
respect of the same on the basis that the Placing Shares will be
allotted to a CREST stock account of Stifel who will hold them as
nominee on behalf of such Placee (or the person specified by it for
registration as holder of the Placing Shares) until settlement with
it in accordance with its standing settlement instructions;
19. 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 (depository 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;
20. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that Stifel has not approved this Announcement in its
capacity as an authorised person under section 21 of 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;
21. it has complied and it 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 relevant provisions of the FSMA
in respect of anything done in, from or otherwise involving the
United Kingdom);
22. neither Stifel, the Company, any of their respective
affiliates, agents, consultants, directors, employees or officers
or any person acting on behalf of any of them is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing nor
providing advice in relation to the Placing nor in respect of any
acknowledgements, agreements, indemnities, representations,
undertakings or warranties contained in the Placing Agreement nor
the exercise or performance of Stifel's rights and obligations
thereunder, including any rights to waive or vary any conditions or
exercise any termination right. Its participation in the Placing is
on the basis that it is not and will not be a client of Stifel and
Stifel has no duties or responsibilities to it for providing the
protections afforded to its clients or customers under the rules of
the FCA, and any payment by it will not be treated as client money
governed by the rules of the FCA;
23. Stifel and each of its affiliates, each acting as an
investor for its or their own account(s), may, in accordance with
applicable legal and regulatory provisions, bid or subscribe for
and/or purchase Placing Shares and, in that capacity, may retain,
purchase, offer to sell or otherwise deal for its or their own
account(s) in the Placing Shares, any other securities of the
Company or other related investments in connection with the Placing
or otherwise. Accordingly, references in this Announcement to the
Placing Shares being offered, subscribed, acquired or otherwise
dealt with should be read as including any offer to, or
subscription, acquisition or dealing by, Stifel and/or any of its
affiliates, acting as an investor for its or their own account(s).
Neither Stifel, nor the Company intends to disclose the extent of
any such investment or transaction otherwise than in accordance
with any legal or regulatory obligation to do so;
24. it will not make any offer to the public of the Placing
Shares and it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom or in any
Relevant Member State prior to the expiry of a period of six months
from Admission except to persons whose ordinary activities involve
them in acquiring, holding, managing or disposing of investments
(as principal or agent) for the purpose 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 for the
purposes of section 85(1) of FSMA or an offer to the public (within
the meaning of the EU Prospectus Regulation) in any Relevant Member
State;
25. it has complied with its obligations in connection with
money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006, the
Anti Terrorism Crime and Security Act 2001 and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 (together, the "Regulations") and,
if making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
26. it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, market abuse under the UK MAR and
the Proceeds of Crime Act 2002 and confirms that it has and will
continue to comply with those obligations;
27. it has neither received nor relied on any confidential or
price-sensitive information concerning the Company in accepting
this invitation to participate in the Placing;
28. if it has received any 'inside information' (for the
purposes of the UK MAR and section 56 of the Criminal Justice Act
1993) in relation to the Company and its securities, it confirms
that it has received such information within the market soundings
regime provided for in article 11 of the UK MAR and associated
delegated regulations and it has not: (i) dealt (or attempted to
deal) in the securities of the Company; (ii) encouraged,
recommended or induced another person to deal in the securities of
the Company; or (iii) unlawfully disclosed inside information to
any person, prior to the information being made publicly
available;
29. in order to ensure compliance with the Money Laundering
Regulations 2017, Stifel (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 Stifel or the Company's registrars, as applicable, of
evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at Stifel's absolute discretion or,
where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at Stifel's or the Company's
registrars', as the case may be, absolute discretion. If within a
reasonable time after a request for verification of identity Stifel
(for itself and as agent on behalf of the Company) or the Company's
registrars have not received evidence satisfactory to them, Stifel
and/or the Company may, at their absolute discretion, terminate
their 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;
30. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the
contract note will continue notwithstanding any amendment that may
in 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's or Stifel's
conduct of the Placing;
31. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
32. it irrevocably appoints any duly authorised officer of
Stifel 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 or purchase upon
the terms of this Announcement;
33. the Company, Stifel and others (including each of their
respective affiliates, agents, directors, officers or employees)
will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to Stifel, on its own behalf and on behalf of the Company
and are irrevocable, and agree that if any of the representations
and agreements deemed to have been made by it by its subscription
for, or purchase of, Placing Shares, are no longer accurate, it
shall promptly notify the Company and Stifel;
34. time is of the essence as regards its obligations under this
Appendix;
35. 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 Stifel; and
36. the terms and conditions in this Appendix and all documents
into which this Appendix is incorporated by reference or otherwise
validly forms a part and/or any agreements entered into pursuant to
these terms and conditions and all agreements to acquire Placing
Shares pursuant to the Placing will be governed by and construed in
accordance with English law and it submits to the exclusive
jurisdiction of the English courts in relation to any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or Stifel 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.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, Stifel and each of their respective affiliates, agents,
consultants, directors, employees and officers 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 any of the acknowledgements, agreements, representations,
undertakings and warranties given by the Placee (and any person
acting on such Placee's behalf) in this Appendix or incurred by
Stifel, the Company or any of their respective affiliates, agents,
consultants, directors, employees or officers arising from the
performance of the Placee's obligations as set out in this
Announcement, and further agrees that the provisions of this
Appendix shall survive completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, directly by the Company. Such
agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement relates to any other
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax and
neither the Company nor Stifel shall be responsible for such stamp
duty or stamp duty reserve tax. If this is the case, each Placee
should seek its own advice and they should notify Stifel
accordingly. In addition, Placees should note that they will be
liable for any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the United Kingdom by them or any other person on
the acquisition by them of any Placing Shares or the agreement by
them to acquire any Placing Shares and each Placee, or the Placee's
nominee, in respect of whom (or in respect of the person for whom
it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such non-United Kingdom stamp, registration,
documentary, transfer or similar taxes or duties undertakes to pay
such taxes and duties, including any interest and penalties (if
applicable), forthwith and to indemnify on an after-tax basis and
to hold harmless the Company and Stifel in the event that either
the Company and/or Stifel has incurred any such liability to such
taxes or duties.
The acknowledgements, representations, undertakings and
warranties contained in this Appendix are given to Stifel for
itself and as agent on behalf of the Company and are irrevocable
and will survive completion of the Placing.
Each Placee and any person acting on behalf of the Placee
acknowledges that Stifel does not owe any fiduciary or other duties
to any Placee in respect of any acknowledgements, agreements,
indemnities, representations, undertakings or warranties in the
Placing Agreement.
When a Placee or any person acting on behalf of the Placee is
dealing with Stifel, any money held in an account with Stifel 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 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 Stifel's money (as
applicable) in accordance with the client money rules and will be
held by it under a bookrunning relationship and not as trustee.
References to time in this Announcement are to London time,
unless otherwise stated. All times and dates in this Announcement
may be subject to amendment.
No statement in this Announcement is intended to be a profit
forecast, and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
The price of Placing 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 Placing Shares. Past
performance is no guide to future performance, and persons needing
advice should consult an independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"2020 AGM" means the 2020 annual general meeting of the Company
held on 16 June 2020;
"Admission" means First Admission or Second Admission (as the
context so requires);
"AIM" means AIM, the market of that name operated by the London
Stock Exchange;
"AIM Rules" means the AIM Rules for Companies, incorporating
guidance notes, published by the London Stock Exchange as at the
date of this Announcement;
"Announcement" means this announcement including, but not
limited to, the Appendix and the information contained therein;
"Appendix" means the appendix to this Announcement and which
forms part of this Announcement;
"Board" or "Directors" means the directors of the Company as at
the date of this Announcement;
"Bookbuild" means the accelerated book building process to be
undertaken by Stifel;
"Bookrunner" means Stifel, acting as sole bookrunner in
connection with the Placing;
"Circular" means the circular to shareholders of the Company,
incorporating the Notice of General Meeting, expected to the
published and despatched on 26 April 2021;
"Company" means Osirium Technologies plc, a public limited
company incorporated in England with company number 09854713;
"Convertible Loan Notes" means the Company's GBP2,700,000
Convertible Unsecured 7.5% Notes due 2024 created by Instrument
dated 21 October 2019;
"CREST" means the system administered by Euroclear UK &
Ireland Limited;
"EEA" means the European Economic Area;
"EU Prospectus Regulation" means the Regulation (EU) 2017/1129
of the European Parliament and of the Council of 14 June 2017 on
the prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market as may be
amended from time to time;
"EU Qualified Investors" has the meaning given to it within the
capitalised text at the beginning of the Appendix (and accordingly
"EU Qualified Investor" is the singular version of that term);
"EU Relevant Persons" has the meaning given to it within the
capitalised text at the beginning of the Appendix (and accordingly
"EU Relevant Person" is the singular version of that term);
"EUWA" means the European Withdrawal Act 2018;
"Exchange Information" has the meaning set out in warranty 12 of
the Appendix;
"FCA" means the UK Financial Conduct Authority;
"First Admission" means admission of the First Placing Shares to
trading on AIM in accordance with the AIM Rules for Companies;
"First Placing" means the placing of the First Placing Shares at
the Placing Price by Stifel pursuant to the terms of the Placing
Agreement;
"First Placing Shares" means up to 3,899,100 Placing Shares
proposed to be issued by the Company to Placees pursuant to the
First Placing;
"FSMA" means the Financial Services and Markets Act 2000 (as may
be amended from time to time);
"General Meeting" means the general meeting of the Company
expected to be held at 11.00 a.m. on 12 May 2021;
"Group" means the Company and its subsidiary undertaking;
"LIBOR" means the London Interbank Offered Rate;
"London Stock Exchange" means the London Stock Exchange plc;
"Notice of General Meeting" means the notice of the General
Meeting set out at the end of the Circular;
"Ordinary Shares" means the ordinary shares of 1p each in the
capital of the Company;
"PAM" means privileged access management;
"Placee" means a person who is invited to and chooses to
participate in the Placing by making or accepting an offer to
acquire Placing Shares;
"Placing" means a placing by the Company of the Placing Shares
at the Placing Price to raise a minimum of GBP1.93 million (before
expenses);
"Placing Agreement" means the agreement dated 22 April 2021 and
entered into between Stifel and the Company;
"Placing Price" means the price of 22 pence per Placing
Share;
"Placing Shares" means a minimum of 8,772,725 new Ordinary
Shares that the Company will allot pursuant to the Placing, being
the First Placing Shares and Second Placing Shares;
"Regulatory Information Service" has the meaning given to it in
the AIM Rules;
"Relevant Member State" means a member state of the EEA which
has implemented the EU Prospectus Regulation and "Relevant Member
States" means more than one Relevant Member State;
"Second Admission" means admission of the Second Placing Shares
and the Subscription Shares to trading on AIM in accordance with
the AIM Rules for Companies;
"Second Placing" means the placing of the Second Placing Shares
at the Placing Price by Stifel pursuant to the terms of the Placing
Agreement;
"Second Placing Shares" means a minimum of 4,873,625 Placing
Shares proposed to be issued by the Company to Placees pursuant to
the Second Placing;
"Stifel" means Stifel Nicolaus Europe Limited;
"Subscription" means the subscription by certain Directors of
the Company, of the Subscription Shares at the Placing Price;
"Subscription Shares" means the 318,185 new Ordinary Shares
subscribed for under the Subscription;
"UK" or "United Kingdom" means the United Kingdom of Great
Britain and Northern Ireland;
"UK MAR" means the Regulation (EU) No. 596/2014 of the European
Parliament and of the Council of 16 April 2014 on market abuse as
it forms part of the law of England and Wales by virtue of section
3 of the European Union (Withdrawal) Act 2018 ("EUWA") and as
modified by or under the EUWA or other domestic law (including but
not limited to the Market Abuse (Amendment) (EU Exit) Regulations
2019/310) and as may be amended from time to time;
"UK Prospectus Regulation" means Regulation (EU) 2017/1129 of
the European Parliament and of the Council of 14 June 2017 on the
prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market, as it forms
part of the law of England and Wales by virtue of section 3 of the
EUWA and as modified by or under the EUWA or other domestic law and
as may be amended from time to time;
"UK Qualified Investors" has the meaning given to it within the
capitalised text at the beginning of the Appendix (and accordingly
"UK Qualified Investor" is the singular version of that term);
"UK Relevant Persons" has the meaning given to it within the
capitalised text at the beginning of the Appendix (and accordingly
"UK Relevant Person" is the singular version of that term);
"US" means the United States of America; and
"US Securities Act" means the US Securities Act of 1933, as may
be amended from time to time.
[1] Based on Mordor Research, Digital Process Automation Market
Size - Growth, Trends, Covid-19 Impact and Forecasts (2021 -
2026)
[2] Kuppinger Cole, Leadership Compass, Privileged Access Management, May 2020
[3] Based on Mordor Research, Digital Process Automation Market
Size - Growth, Trends, Covid-19 Impact and Forecasts (2021 -
2026)
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NOGPPUCWCUPGGAP
(END) Dow Jones Newswires
April 22, 2021 11:41 ET (15:41 GMT)
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