TIDMPTSG
RNS Number : 1039E
Premier Technical Services Grp PLC
15 October 2018
15 October 2018
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION
CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE
REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
Premier Technical Services Group plc
("PTSG" or the "Company")
Acquisition and Placing
PTSG, the niche specialist services provider, today announces
the proposed acquisition of Guardian Electrical Compliance Ltd
("Guardian"), a market leading electrical testing and compliance
company headquartered in Sheffield (the "Acquisition"), for an
initial cash consideration of GBP12.0m (the "Consideration").
Guardian will be acquired with c. GBP1m of cash on its balance
sheet. The Company also announces its intention to conduct a
non-pre-emptive cash placing to raise gross proceeds of GBP20.0m
(the "Placing") to fund the Acquisition, associated costs and to
support future acquisitions.
Deferred consideration of up to GBP4.0m is also payable over the
next three years, in cash or shares at PTSG's discretion, subject
to Guardian meeting stretching performance targets.
Acquisition Highlights & Rationale:
-- Acquisition of Guardian, a market leading electrical testing
and compliance company, enhances PTSG's strong presence in the
electrical safety services market
-- Guardian has a proven track record of achieving strong growth
rates, with 5 year CAGR in revenue and adjusted operating profit of
22% and 36% respectively; attractive adjusted operating profit
margin of c.22%, in line with PTSG
-- As a national provider of electrical safety services focused
purely on testing and compliance services, the acquisition is
wholly aligned with PTSG's stated strategy of continuing to
increase its revenues from compliance related services
-- Guardian brings with it its proprietary "TraQ-It" software,
an interactive online portal, a unique and clearly differentiated
product in the market. Its combination with PTSG's Clarity platform
will produce a compelling proposition for PTSG's existing and new
customers
-- Guardian's strong national presence and its large and diverse
nationwide customer base is wholly complementary with PTSG's
existing national presence and customer coverage
-- The acquisition is an excellent fit with PTSG's existing
Electrical Services Division and complementary product coverage
enabling strong cross-selling opportunities across the two
businesses as well as the deployment of TraQ-It across other PTSG
disciplines
-- The Placing is being conducted through an accelerated
bookbuild to raise gross proceeds of GBP20.0m, and will open with
immediate effect following this announcement. In addition to
funding the Consideration, Placing proceeds will be used to:
o Fund the upcoming acquisition of a Fire Solutions company -
expected to complete by year end
o Support a strong pipeline of further near term acquisition
targets that provide a compelling strategic fit
-- Once Placing proceeds are fully deployed, planned
acquisitions will be significantly earnings enhancing, before
factoring in any synergy or cross-selling opportunities
-- Completion of the Acquisition is conditional only upon completion of the Placing
Paul Teasdale, CEO of PTSG, commented:
"Today's announcement marks a step-change in PTSG's growth story
as we substantially enhance our leading position in Electrical
Services and demonstrate our intent to expand further our Fire
Solutions business to meet the unprecedented customer demand.
Guardian is a highly complementary and attractive acquisition.
It has an exceptional growth track record, management team and
large blue-chip customer base. Critically it fits our clear
acquisition model by presenting significant opportunities for
cross-selling additional PTSG services as well margin improvement
whilst supporting our long-term goal of sector dominance.
The transaction also reflects our determination to grow further
our revenues from compliance related services that now stand at
record levels. Furthermore, we believe Guardian's proprietary
software is unique in the market and, when combined with our own
in-house platform, Clarity, will provide our customers with a
highly advanced and compelling compliance solution."
For further information, please contact:
PTSG +44 (0)1977 668 771
Paul Teasdale, Chief Executive Officer
Numis Securities +44 (0) 207 260 1000
Stuart Skinner / Kevin Cruickshank / Michael Burke
Hudson Sandler +44 (0)207 796 4133
Charlie Jack / Hattie O'Reilly
Information on Guardian
Established in 2010, Guardian is a privately-owned, market
leading specialist in electrical safety services, focused purely on
testing and compliance services. Importantly, its services are
focused on meeting the legal requirements of a building's duty
holders in respect of electrical safety. It does not currently
undertake any installation or remedial work.
Guardian is a national provider, with offices in Sheffield,
Milton Keynes and Gloucester, with c.150 engineers and staff. It
has a large and diverse client base of c. 850 unique customers,
including blue chip names such as BAE Systems, GlaxoSmithKline,
Next, Siemens, Tata, Unilever and Nestle.
Guardian has developed a proprietary software system, "TraQ-It",
an interactive online portal that allows customers to monitor and
manage their legal requirements in respect of electrical safety.
This online management system clearly differentiates Guardian from
commoditised electrical testing. The PTSG directors believe it
represents one of the key drivers to Guardian's success both in
terms of growing its market share and in customer retention - it
currently enjoys over 90% customer renewals, with a focus on
long-term service contracts.
Guardian has a proven track record of achieving strong growth
rates, with 5 year CAGR in revenue and adjusted operating profit of
22% and 36% respectively. Its revenue for the year ended 31
December 2017 was GBP8.3m, producing an adjusted operating profit
(statutory profit plus owner expenditure that will not continue
post-acquisition) of GBP1.8m, representing a profit margin of 21.7%
- in line with the PTSG group average. Guardian is a highly cash
generative business, delivering operating cash conversion of 86% in
the last financial year. It also has a good debtor profile, with
minimal debt over 90 days old and average debtor days of 63. The
significant majority (90%) of revenue came from fixed wire testing,
with the balance split between portable appliance testing,
emergency lighting and training & remedials.
Guardian's current owners, including Ian Carnall, John Quick,
Richard Roebuck and William Sutherland, will remain in the business
to grow and expand its operations, which will be integrated into
PTSG's Electrical Services Division.
Acquisition rationale
The Acquisition substantially enhances PTSG's leading position
in the Electrical Services market, and follows the Company's stated
strategy of increasing its revenues from compliance related
services whilst achieving sector dominance in the markets in which
it operates. As noted above, Guardian is a pure-play testing and
compliance business, thereby providing an excellent fit with PTSG's
existing capabilities and service offering in this market, as well
improving PTSG's business mix between installation and testing
& compliance.
By combining Guardian's TraQ-It software with PTSG's Clarity
platform, the Group will be able to offer a compelling service
proposition in the market with material differentiation to
competitors, as well as increasing barriers to switching as
customers increasingly value the TraQ-It management system in
meeting their legal requirements.
In addition, there are strong cross-selling opportunities to
roll-out this electrical testing and compliance and asset
management technology offering to existing PTSG clients; PTSG and
Guardian are already working on a joint pilot project with one of
the UK's largest retailers, which, if successful, would be extended
through the store estate and lead to significant additional
revenues for the Group. Similarly, there is an opportunity to
introduce existing Guardian clients to other PTSG service
lines.
PTSG expects to integrate Guardian quickly into its business
model to accelerate its growth trajectory. This will include, for
example, extension of Guardian's testing work into a remedial value
model; Guardian currently does very little repair work, compared to
PTSG's target of earning GBP1 of repair work for every GBP1 of
testing work, therefore this represents a significant opportunity
for growth.
Like PTSG, Guardian has a proven track record of achieving
strong revenue and profit growth. The Acquisition will be earnings
enhancing in the first full year of ownership. Furthermore, the
PTSG directors expect significant earnings enhancement once the
Placing proceeds are deployed in-full on other planned
acquisitions.
The Acquisition is being funded from the Placing to allow the
Company to maintain a strong balance sheet to take advantage of
future acquisition opportunities, as the Company's strategy of
combining organic growth with carefully selected acquisitions is
pursued. The Group's existing banking facilities include both a
revolving credit facility and an overdraft facility, which it
utilises for its day to day operations.
Pipeline of further acquisition opportunities
PTSG is currently in exclusive negotiations to acquire a
dynamic, fast growing Fire Solutions company for an initial cash
consideration of GBP4m plus deferred consideration payable over
five years subject to delivery against stretching performance
targets. The business is based in the South of England, and its
acquisition will give PTSG a more comprehensive geographical
coverage and service offering to its existing client base of over
17,000 customers.
There are currently unprecedented levels of demand for fire
solutions services. This acquisition will enable PTSG to address
this demand more fully by offering a complete fire protection
solution across the UK, covering both fire and security systems. It
will build on the strong success already achieved by PTSG in the
installation, maintenance and testing of riser and sprinkler
systems. The acquisition is expected to complete by the end of
2018, and further announcements will be made in due course.
In addition, PTSG currently has a strong identified pipeline of
further acquisition opportunities, one of which is already in
exclusivity, spanning each of its divisions. The Group's strong
track record of deploying its capabilities to successfully acquire,
integrate and develop acquisition targets makes it well placed to
deliver on this pipeline in the near term. The next acquisition
from this pipeline will be funded from the balance of the Placing
proceeds (post the acquisition of Guardian and the upcoming Fire
Solutions acquisition detailed above) plus an extension of the
Group's existing debt facilities, as required.
Details of the Placing
The Placing is subject to the terms and conditions set out in
the Appendix. Numis will commence a bookbuilding process in respect
of the Placing ("Bookbuild"). The book will open with immediate
effect following this announcement.
The proceeds of the Placing will initially be used to fund the
Consideration and associated costs. The balance of the proceeds of
the Placing will then be used to fund the upcoming acquisition of a
Fire Solutions company, which is expected to complete by the end of
2018, and to support the Company's strong pipeline of further
near-term acquisition targets. The Acquisition is conditional upon
the completion of the Placing.
The price per ordinary share at which the Placing Shares
(defined below) are to be placed (the "Placing Price") will be
decided at the close of the Bookbuild. The timing of the closing of
the Bookbuild, the Placing Price and allocations are at the
discretion of PTSG and Numis. When issued, the Placing Shares will
be credited as fully paid and will rank pari passu in all respects
with the existing ordinary shares of 1 penny each in the share
capital of the Company, including the right to receive all
dividends and other distributions declared, made or paid on or in
respect of such shares after the date of issue of the Placing
Shares.
Application will be made to the London Stock Exchange for the
admission of the Placing Shares to trading on AIM ("Admission").
Admission is expected to take place at 8.00am on 18 October 2018
(or such later date as may be agreed between the Company and Numis)
and dealings in the Placing Shares will commence at that time. The
Placing is conditional upon, inter alia, Admission becoming
effective. The Placing is also conditional on the placing agreement
between the Company and Numis not being terminated.
The Appendix to this announcement (which forms part of this
announcement) sets out further information relating to the
Bookbuild and the terms and conditions of the Placing.
About PTSG - www.ptsg.co.uk
Premier Technical Services Group PLC is the UK's leading
provider of façade access and fall arrest equipment services,
lightning protection and electrical testing, steeplejack and rope
access services and fire solutions.
Operating through four divisions, Access & Safety,
Electrical Services, Building Access Specialists and Fire
Solutions, the Group provides highly-engineered industrial products
and quality services and has a substantial presence in a number of
niche markets.
PTSG provides a central information service for its businesses
and champions the dissemination of key information and best
practice. PTSG unites its constituent businesses under one clear
identity, which supports smarter working and delivers top class
service to its customers.
Headquartered in Castleford, West Yorkshire, the Group employs
more than 600 people across 18 UK sites, who service more than
150,000 buildings across the whole of the UK for over 17,000
customers in a wide range of industries.
The Company is listed on the LSE AIM (PTSG.L)
This announcement contains inside information which is disclosed
in accordance with the Market Abuse Regulation which came into
effect on 3 July 2016.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
This Announcement includes statements, estimates, opinions and
projections with respect to anticipated future performance of the
Company ("forward-looking statements") which reflect various
assumptions concerning anticipated results taken from the Company's
current business plan or from public sources which may or may not
prove to be correct. These forward-looking statements can be
identified by the use of forward looking terminology, including the
terms "anticipates", "target", "believes", "estimates", "expects",
"intends", "may", "plans", "projects", "should" or "will", or, in
each case, their negative or other variations or comparable
terminology or by discussions of strategy, plans, objectives,
goals, future events or intentions. Such forward-looking statements
reflect current expectations based on the current business plan and
various other assumptions and involve significant risks and
uncertainties and should not be read as guarantees of future
performance or results and will not necessarily be accurate
indications of whether or not such results will be achieved. As a
result, prospective investors should not rely on such
forward-looking statements due to the inherent uncertainty therein.
No representation or warranty is given as to the completeness or
accuracy of the forward-looking statements contained in this
announcement. Forward-looking statements speak only as of the date
of such statements and, except as required by the FCA, the London
Stock Exchange or applicable law, the Company undertakes no
obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise. 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.
IMPORTANT NOTICE ON THE PLACING FOR INVITED PLACEES ONLY
NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION IN WHOLE OR IN
PART IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA,
JAPAN, NEW ZEALAND, REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO
DO SO.
THE DISTRIBUTION OF THIS ANNOUNCEMENT (INCLUDING THE APPIX)
TOGETHER THE "ANNOUNCEMENT") AND THE OFFERING OF THE PLACING SHARES
IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW OR
REGULATION. PERSONS DISTRIBUTING THIS ANNOUNCEMENT (INCLUDING THE
APPIX) MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. NO
ACTION HAS BEEN TAKEN BY THE COMPANY OR NUMIS SECURITIES LTD
("NUMIS") THAT WOULD PERMIT AN OFFERING OF SUCH SHARES OR
POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT (INCLUDING THE
APPIX) OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO SUCH
SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS
REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT
(INCLUDING THE APPIX) COMES ARE REQUIRED BY THE COMPANY AND NUMIS
TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, SUCH RESTRICTIONS.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS CONTAINED
HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT:
(A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE
QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000, AS AMED, ("FSMA") ("QUALIFIED
INVESTORS") BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE
2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE
2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE
IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE
UNITED KINGDOM, TO QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) FALL WITHIN
ARTICLE 49(2) (A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) OR
(B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE
RESPONSIBILITY OF THE COMPANY.
THIS ANNOUNCEMENT INCLUDES STATEMENTS, ESTIMATES, OPINIONS AND
PROJECTIONS WITH RESPECT TO ANTICIPATED FUTURE PERFORMANCE OF THE
GROUP ("FORWARD-LOOKING STATEMENTS") WHICH REFLECT VARIOUS
ASSUMPTIONS CONCERNING ANTICIPATED RESULTS TAKEN FROM THE GROUP'S
CURRENT BUSINESS PLAN OR FROM PUBLIC SOURCES WHICH MAY OR MAY NOT
PROVE TO BE CORRECT. THESE FORWARD LOOKING STATEMENTS CAN BE
IDENTIFIED BY THE USE OF FORWARD LOOKING TERMINOLOGY, INCLUDING THE
TERMS 'ANTICIPATES', 'TARGET', 'BELIEVES', 'ESTIMATES', 'EXPECTS',
'INTS', 'MAY', 'PLANS', 'PROJECTS', 'SHOULD' OR 'WILL', OR, IN EACH
CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY
OR BY DISCUSSIONS OF STRATEGY, PLANS, OBJECTIVES, GOALS, FUTURE
EVENTS OR INTENTIONS. SUCH FORWARD-LOOKING STATEMENTS REFLECT
CURRENT EXPECTATIONS BASED ON THE CURRENT BUSINESS PLAN AND VARIOUS
OTHER ASSUMPTIONS AND INVOLVE SIGNIFICANT RISKS AND UNCERTAINTIES
AND SHOULD NOT BE READ AS GUARANTEES OF FUTURE PERFORMANCE OR
RESULTS AND WILL NOT NECESSARILY BE ACCURATE INDICATIONS OF WHETHER
OR NOT SUCH RESULTS WILL BE ACHIEVED. AS A RESULT, PROSPECTIVE
INVESTORS SHOULD NOT RELY ON SUCH FORWARD-LOOKING STATEMENTS DUE TO
THE INHERENT UNCERTAINTY THEREIN. NO REPRESENTATION OR WARRANTY IS
GIVEN AS TO THE COMPLETENESS OR ACCURACY OF THE FORWARD-LOOKING
STATEMENTS CONTAINED IN THIS ANNOUNCEMENT. FORWARD-LOOKING
STATEMENTS SPEAK ONLY AS OF THE DATE OF SUCH STATEMENTS AND, EXCEPT
AS REQUIRED BY APPLICABLE LAW, NEITHER THE COMPANY NOR NUMIS
ASSUMES ANY RESPONSIBILITY OR OBLIGATION TO UPDATE OR REVISE
PUBLICLY ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW
INFORMATION, FUTURE EVENTS OR OTHERWISE. NO STATEMENT IN THIS
ANNOUNCEMENT IS INTED 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.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
(INCLUDING THIS APPIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THE
APPIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT
IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF
AMERICA.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "US SECURITIES
ACT") OR UNDER ANY SECURITIES LAWS OR WITH ANY REGULATORY AUTHORITY
OF ANY STATE OF OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT
BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OF OTHER
JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING
OFFERED AND SOLD ONLY: (I) OUTSIDE OF THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE US SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS AND (II) IN THE UNITED STATES TO A
LIMITED NUMBER OF "QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED IN
RULE 144A UNDER THE US SECURITIES ACT) ("QIBS") IN TRANSACTIONS
EXEMPT FROM REGISTRATION UNDER THE US SECURITIES ACT AND IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF STATES OR OTHER
JURISDICTIONS OF THE UNITED STATES. NO PUBLIC OFFERING OF THE
PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) IS FOR INFORMATION
PURPOSES ONLY AND 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.
In this Appendix, unless the context requires, "Placee" means a
Relevant Person (including individuals, funds or others) who has
been invited to, and who chooses to, participate in the Placing and
by whom or on whose behalf a commitment to acquire Placing Shares
has been given.
Numis, which is authorised and regulated in the United Kingdom
by the FCA, is acting as nominated adviser and broker to the
Company in relation to the Placing and Admission and is not acting
for any other persons in relation to the Placing and Admission.
Numis is acting exclusively for the Company and for no one else in
relation to the matters described in this announcement (including
the Appendix) and is not advising any other person and accordingly
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Numis, or for
providing advice in relation to the contents of this announcement
(including the Appendix) or any matter referred to in it. The
responsibilities of Numis as the Company's nominated adviser under
the AIM Rules for Companies and the AIM Rules for Nominated
Advisers are owed solely to London Stock Exchange plc and are not
owed to the Company or to any director or shareholder of the
Company or any other person, in respect of his decision to acquire
shares in the capital of the Company in reliance on any part of
this announcement (including the Appendix), or otherwise.
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 Numis or by any of its affiliates (within
the meaning of Rule 405 under the Securities Act ("Affiliates")),
agents or any of such persons' directors, officers or employees or
any other person as to the accuracy or completeness of the written
or oral information contained in this Announcement or made
available to or publicly available to any interested party or its
advisers and no liability whatsoever is accepted by Numis or any of
its Affiliates, agents, directors, officers or employees or any
other person for any loss howsoever arising, directly or
indirectly, from any use of such information or otherwise arising
in connection therewith and any liability therefor is expressly
disclaimed.
The price of shares and the income from them may go down as well
as up and investors may not get back the full amount invested on
disposal of the shares. Past performance is no guide to future
performance and persons needing advice should consult an
independent financial adviser.
This Announcement does not constitute an offer to sell or issue
or the solicitation of an offer to buy or acquire Placing Shares in
any jurisdiction in which such offer or solicitation is or may be
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; 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 United States, Australia, Canada, Japan or South
Africa. Accordingly, subject to certain exceptions or unless an
exemption under the relevant securities laws is applicable, the
Placing Shares may not be offered, sold, resold or delivered,
directly or indirectly, in or into the United States, Australia,
Canada, Japan, New Zealand or South Africa or any other
jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement or the Appendix should seek appropriate advice
before taking any action.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
market of 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.
Terms defined in this Announcement, including this Appendix,
have the meanings as set out in the end of this Appendix (unless
the context requires otherwise).
1. DETAILS OF THE PLACING
1.1 Numis has today entered into the Placing Agreement with the
Company under which, subject to the terms and conditions contained
therein, Numis, as agent for and on behalf of the Company, has
agreed to use its reasonable endeavours to procure placees
("Placees") for the Placing Shares at a price to be determined
following completion of the Bookbuilding Process (as defined
below).
1.2 The Placing Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with the existing
Ordinary Shares, including the right to receive dividends and other
distributions declared or made after the date of issue of the
Placing Shares.
1.3 The issue of the Placing Shares is to be effected by way of
a cash and vendor placing. In respect of the cash placing element,
the Company will allot and issue the Placing Shares on a
non-pre-emptive basis to Placees in consideration for cash. The
Company will use the proceeds to part-fund the Acquisition. The
remaining funding for the Acquisition is to be met by way of a
vendor placing whereby Placing Shares are allotted on a
non-pre-emptive basis to the Vendors in consideration for the
transfer to the Company's wholly owned subsidiary, PTSG Electrical
Services Limited of the entire issued share capital of Guardian
Electrical Compliance Limited
1.4 The Company has agreed with Numis to a 180 day lockup from
Admission, subject to certain exceptions.
1.5 The Placing Agreement contains customary undertakings and
warranties given by the Company to Numis including as to the
accuracy of information contained in this Announcement, to matters
relating to the Company (and the Group as a whole) and its business
and a customary indemnity given by the Company to Numis in respect
of liabilities arising out of or in connection with the
Placing.
1.6 The Placing is conditional upon, amongst other things,
Admission becoming effective and the Placing Agreement not being
terminated in accordance with its terms (further details on the
conditions of the Placing are set out in paragraph 4 below).
1.7 Placees' commitments in respect of Placing Shares will be
made solely on the basis of the information contained in this
Announcement (including this Appendix) and on the terms and
conditions contained in it. No admission document for the purposes
of the AIM Rules for Companies, or prospectus, is required to be
published, or has been or will be published, in relation to the
Placing or the Placing Shares.
2. ADMISSION
2.1 Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on the London Stock
Exchange's AIM market for listed securities.
2.2 It is expected that Admission will become effective at
8.00am on 18 October 2018 and that dealings in the Placing Shares
will commence at that time.
2.3 Admission is subject to the Placing Agreement becoming
unconditional in all respects (save only for Admission) and not
being terminated in accordance with its terms.
3. PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING AND BOOKBUILDING PROCESS
3.1 Numis is acting as sole bookrunner and as agent for the
Company in connection with the Placing, Applications and Admission.
Numis is authorised and regulated in the United Kingdom by the FCA,
and 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 Numis or for
providing advice in relation to the matters described in this
Announcement.
3.2 Commencing today, Numis is conducting an accelerated
bookbuilding process (the "Bookbuilding Process") to determine
demand for participation in the Placing. This Appendix gives
details of the terms and conditions of, and the mechanics of
participation in, the Placing, Numis will be entitled to effect the
Placing by such alternative method to the Bookbuilding Process as
they may in their sole discretion determine. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares.
3.3 Participation in the Placing is only available to persons
who may lawfully be, and are invited to participate in it by Numis.
Numis and its affiliates are each entitled to participate in the
Placing and the Bookbuilding Process as principal.
3.4 The Bookbuilding Process will establish a single price per
Placing Share payable to Numis by all Placees whose bids are
successful (the "Placing Price"), The Placing Price and the number
of Placing Shares to be issued will be determined by Numis
following completion of the Bookbuilding Process. The Placing Price
and the number of Placing Shares is expected to be announced on the
Regulatory Information Service ("RIS") no later than 7.00am on 16
October 2018 (the "Pricing Announcement").
3.5 The Bookbuilding Process is expected to close later today,
but in any event no later than 7.00am on 16 October 2018 , but at
the sole discretion of Numis the timing of the closing of the
books, pricing and allocations may be accelerated or delayed. Numis
may, in agreement with the Company, accept bids that are received
after the Bookbuilding Process has closed.
The Company reserves the right (upon agreement with Numis) to
reduce or seek to increase the amount to be raised pursuant to the
Placing in its absolute discretion.
3.6 Any person who wishes to participate in the Bookbuilding
Process should communicate their bid by telephone to their usual
sales contact at Numis. Each bid should state the number of Placing
Shares which the prospective Placee wishes to acquire at either the
Placing Price which is ultimately established by the Company and
Numis or at prices up to a price limit specified in its bid.
3.7 Numis reserves the right not to accept bids or to accept
bids in part rather than in whole. The acceptance of the bids shall
be at Numis' absolute discretion.
3.8 A bid in the Bookbuilding Process will be made on the terms
and conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and, except with the consent
of Numis, will not be capable of variation or revocation from the
time at which it is submitted.
3.9 Each prospective Placee's allocation in the Bookbuilding
Process will be determined by Numis in its sole discretion and will
be confirmed orally by Numis following the close of the
Bookbuilding Process. That oral confirmation shall constitute an
irrevocable legally binding commitment upon that person (who will
at that point become a Placee) in favour of Numis and the Company
to acquire the number of Placing Shares allocated to it at the
Placing Price on the terms and subject to the conditions set out in
this Appendix and in accordance with the Company's articles of
association.
3.10 Each prospective Placee's allocation and commitment will be
evidenced by a contract note issued to such Placee by Numis. The
terms of this Appendix will be deemed incorporated by reference
therein.
3.11 Each Placee will have an immediate, separate, irrevocable
and binding obligation, owed to Numis (as agent for the Company),
to pay to it (or as it may direct) in cleared funds immediately on
the settlement date in accordance with the registration and
settlement requirements set out below an amount equal to the
product of the Placing Price and such number of Placing Shares that
such Placee has agreed to acquire and the Company has agreed to
allot.
3.12 Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be made at the
same time, on the basis explained below under "Registration and
Settlement".
3.13 All obligations under the Bookbuilding Process and 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 "Right to
terminate under the Placing Agreement".
3.14 By participating in the Bookbuilding Process, each Placee
agrees that its rights and obligations in respect of the Placing
will terminate only in the circumstances described below and will
not be capable of rescission or termination by the Placee.
3.15 To the fullest extent permissible by law and applicable FCA
rules, none of Numis nor any of its Affiliates shall have any
liability (including, to the fullest extent permissible by law, any
fiduciary duties) to Placees (or to any other person whether acting
on behalf of a Placee or otherwise) under these terms and
conditions. In particular, none of Numis nor any of its Affiliates
shall have any liability (including, to the fullest extent
permissible by law, any fiduciary duties) in respect of Numis'
conduct of the Bookbuilding Process or of such alternative method
of effecting the Placing as Numis and the Company may
determine.
4. CONDITIONS OF THE PLACING
4.1 Numis' obligations under the Placing Agreement in respect of
the Placing Shares are conditional on, amongst other things:
(a) the compliance by the Company of all of its obligations
under the Placing Agreement to the extent they are required to be
performed on or prior to Admission;
(b) certain publication of announcement obligations (including
with respect to this Announcement);
(c) none of the warranties in the Placing Agreement being untrue
or inaccurate or misleading on and as of the date of the Placing
Agreement and at all times before Admission by reference to the
facts and circumstances then subsisting;
(d) in the opinion of Numis no material adverse effect having
occurred since the date of the Placing Agreement;
(e) the Company allotting, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement;
(f) the Acquisition Agreement having become unconditional in all
respects, subject only to Admission and any conditions relating to
the Placing Agreement becoming unconditional and not being
terminated before Admission and subject also (in the case of the
Acquisition Agreement) to payment of the consideration due on its
completion;
(g) the Placing Agreement not having been terminated prior to Admission; and
(h) Admission occurring by 8.00am on 18 October 2018, or such
later date as is agreed in writing between the Company and Numis,
but in any case no later than 8.00am on 31 October 2018.
4.2 If (i) any condition contained in the Placing Agreement in
relation to the Placing Shares is not fulfilled or waived (to the
extent capable of being waived) by Numis, by the respective time or
date where specified, (ii) any such condition becomes incapable of
being fulfilled or (iii) the Placing Agreement is terminated in
accordance with its terms, the Placing will not proceed and the
Placee's rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by the Placee in respect
thereof.
4.3 Numis may, in its discretion and upon such terms as it
thinks fit, waive or extend the period for compliance by the
Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement,
save that condition (h) above relating to Admission may not be
waived. Any such extension or waiver will not affect the Placees'
commitments as set out in this Announcement.
4.4 Numis shall have no liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision it may make as to whether or not to waive
(to the extent capable of being waived) or to extend the time
and/or the date for the satisfaction of any condition to the
Placing nor for any decision it may make as to the satisfaction of
any condition or in respect of the Placing generally, and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of Numis.
5. TERMINATION OF THE PLACING AGREEMENT
5.1 Numis is entitled in its absolute discretion, at any time
prior to Admission, to terminate the Placing Agreement by giving
notice to the Company in certain circumstances, including (but not
limited to):
(a) the Company is in material breach of its obligations under the Placing Agreement; or
(b) any warranty given by the Company to Numis is untrue,
inaccurate or misleading in any material respect; or
(c) there shall have occurred any material adverse effect since
the date of the Placing Agreement or there is a fact, circumstance
or development reasonably likely to involve a material adverse
effect (whether or not foreseeable at the date of the Placing
Agreement).
The rights and obligations of the Placees shall terminate only
in the circumstances described in these terms and conditions and in
the Placing Agreement and will not be subject to termination by the
Placee or any prospective Placee at any time or in any
circumstances. By participating in the Placing, Placees agree that
the exercise by Numis of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of Numis and that it need not make any reference to
Placees and that neither it nor its Affiliates shall have any
liability to Placees whatsoever in connection with any such
exercise. Placees will have no rights against Numis, the Company or
any of their respective directors or employees (or Affiliates)
under the Placing Agreement pursuant to the Contracts (Rights of
Third Parties) Act 1999 (as amended).
6. REGISTRATION AND SETTLEMENT
6.1 Settlement of transactions in the Placing Shares (ISIN:
GBOOBV9FPW93) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST"),
subject to certain exceptions. Numis reserves the right to require
settlement for, and delivery of, the Placing Shares (or a portion
thereof) to Placees in certificated form if, in Numis' opinion,
delivery or settlement is not possible or practicable within the
CREST system within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in any
Placee's jurisdiction.
6.2 Following close of the Bookbuild Process, each Placee
allocated Placing Shares in the Placing will be sent a contract
note trade confirmation stating the number of Placing Shares
allocated to it at the Placing Price, the aggregate amount owed by
such Placee to Numis and settlement instructions. Each Placee
agrees that it will do all things necessary to ensure that delivery
and payment is completed in accordance with either the standing
CREST or certificated settlement instructions that it has in place
with Numis.
6.3 The Company will deliver the Placing Shares to a CREST
account operated by Numis as agent for the Company and Numis will
enter its delivery (DEL) instruction into the CREST system. Numis
will hold any Placing Shares delivered to this account as nominee
for the Placees. The input to CREST by a Placee of a matching or
acceptance instruction will then allow delivery of the relevant
Placing Shares to that Placee against payment.
6.4 It is expected that settlement will take place on 18 October
2018 on a T+2 basis in accordance with the instructions set out in
the contract note.
6.5 Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Numis.
6.6 Each Placee is deemed to agree that, if it does not comply
with these obligations, Numis may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for Numis' account and benefit (as agent of the
Company), an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however,
remain liable and shall indemnify Numis (as agent of the Company)
for any shortfall between the net proceeds of such sale and the
placing proceeds of such Placing Shares and will be required to
bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such
Placee's Placing Shares on its behalf. By communicating a bid for
Placing Shares to Numis, each Placee confers on Numis all such
authorities and powers necessary to carry out any such sale and
agrees to ratify and confirm all actions which Numis lawfully takes
in pursuance of such sale.
6.7 If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note is
copied and delivered immediately to the relevant person within that
organisation.
6.8 Insofar as Placing Shares are registered in a Placee's name
or that of its nominee or in the name of any person for whom a
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares should, subject as provided below, be
so registered free from any liability to UK stamp duty or stamp
duty reserve tax.
6.9 Placees will not be entitled to receive any fee or
commission in connection with the Placing.
7. REPRESENTATIONS AND WARRANTIES
7.1 By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
that:
(a) it has read and understood the Announcement (including the
Appendix) in its entirety and its subscription for the Placing
Shares is subject to and based on the terms and conditions of the
Placing as referred to and included in the Announcement and
undertakes not to redistribute or duplicate this Announcement;
(b) no offering document or prospectus has been prepared in
connection with the Placing and that it has not received and will
not receive a prospectus or other offering document in connection
with the Placing;
(c) the Ordinary Shares are admitted to trading on AIM, and the
Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules
(collectively "Exchange Information"), which includes a description
of the nature of the Company's business and the Company's most
recent balance sheet and profit and loss account and that it is
able to obtain or access such information or comparable information
concerning any other publicly traded company without undue
difficulty;
(d) (i) it has made its own assessment of the Company, the
Placing Shares and the terms and conditions 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
and has satisfied itself that the information is still current;
(ii) none of Numis, the Company, any of their respective affiliates
or any person acting on behalf of any of them has provided, or will
provide it, with any material regarding the Placing Shares in
addition to this Announcement; and (iii) it has not requested
Numis, the Company or any of their respective affiliates or any
person acting on behalf of any of them to provide it with any such
information;
(e) the content of this Announcement is exclusively the
responsibility of the Company and that neither Numis, nor any of
its affiliates or any person acting on its behalf, has or shall
have any liability for any information, representation or statement
contained in this Announcement or any information previously or
concurrently published by or on behalf of the Company and will not
be liable for any Placee's decision to participate in the Placing
based on any information, representation or statement contained in
this Announcement or elsewhere;
(f) the only information on which it has relied in committing
itself to acquire the Placing Shares is contained in this
Announcement and any Exchange Information, such information being
all it deems necessary to make an investment decision in respect of
the Placing Shares, and that it has not received or relied on any
information given or any representations, warranties or statements,
express or implied, made by, Numis or the Company or any of their
affiliates or any person acting on behalf of any of them or, if
received, it has not relied upon any such information,
representations, warranties or statements (including any management
presentation that may have been received by any prospective Placee
or any material prepared by the Research Department of Numis (the
views of such Research Department not representing and being
independent from those of the Company and the Corporate Finance
Department of Numis and not being attributable to the same)) and
neither, Numis, nor the Company (or any of their respective
affiliates) will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any information,
representation, warranty or statement other than that contained in
this Announcement and any Exchange Information. Each Placee further
acknowledges and agrees that it may not place the same degree of
reliance on this Announcement as it may otherwise place on a
prospectus or admission document.
(g) it has neither received nor relied on any confidential price
sensitive information concerning the Company in accepting this
invitation to participate in the Placing and is not purchasing
Placing Shares on the basis of material non-public information;
(h) it has the funds available to pay for the Placing Shares it
has agreed to acquire and acknowledges, agrees and undertakes that
it will pay the total subscription amount in accordance with the
terms of this Announcement on the due time and date set out herein,
failing which the relevant Placing Shares may be placed with other
acquirers or sold at such price as Numis determines;
(i) it: (i) is permitted to acquire the Placing Shares under the
laws of all relevant jurisdictions; (ii) has fully complied, and
will comply, with all such laws; (iii) has the requisite capacity
and authority and is entitled to enter into and to perform its
obligations as a subscriber for Placing Shares and will honour such
obligations; and (iv) has obtained all necessary consents and
authorities (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) to enable it to enter into the transactions
contemplated hereby and to perform its obligations in relation
thereto 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
subscription for Placing Shares;
(j) unless otherwise specifically agreed with Numis, it is not,
and any person who it is acting on behalf of is not, and at the
time the Placing Shares are subscribed will not be, a resident of,
or with an address in, the United States, Australia, Canada, Japan
or 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 the United States,
Australia, Canada, Japan or South Africa and may not be offered,
sold, or acquired, directly or indirectly, within those
jurisdictions;
(k) it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any acting Shares that are allocated to
it for the purposes of its business;
(l) it is acting as principle only in respect of the Placing or,
if it is acting for any other person (i) it is duly authorised to
do so; (ii) it is and will remain liable to the Company and/or
Numis for the performance of all of its obligations as a Placee in
respect of the Placing (regardless of the fact that it is acting
for another person); (iii) it is both an "authorised person" for
the purposes of FSMA and a qualified investor acting as agent for
such person; and (iv) such person is either (1) a FSMA qualified
investor or (2) its "client" (as defined in section 86(2) of FSMA)
that has engaged it to act as his agent on terms which enable it to
make decisions concerning the Placing or any other offers or
transferable securities on his behalf without reference to him;
(m) it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that this Announcement has not been approved by Numis 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 financial promotion by an authorised
person;
(n) it is aware of and acknowledges that it has complied with
and will comply with all applicable provisions of FSMA with respect
to anything done by it in relation to the Placing Shares in, from
or otherwise involving, the United Kingdom;
(o) it will not make any offer to the public of the Placing
Shares and has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or elsewhere in the
European Economic Area prior to Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
the United Kingdom within the meaning of section 85(1) of FSMA or
an offer to the public in any other member state of the European
Economic Area within the meaning of the Prospectus Directive (which
includes any relevant implementing measure in any Member State of
the European Economic Area);
(p) it is aware of and acknowledges that it is required to
comply with its obligations in connection with money laundering
under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the
Terrorism Act 2006 and the Money Laundering Regulations 2007 (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;
(q) it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, with all applicable provisions of
FSMA, the EU Market Abuse Regulation 596/2014 and the Proceeds of
Crime Act 2002 and confirms that it has and will continue to comply
with those obligations;
(r) time is of essence as regards its obligations under this Appendix;
(s) the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as a holder of Placing
Shares, will not give rise to a stamp duty or stamp duty reserve
tax liability under any of sections 67, 70, 93 or 96 of the Finance
Act 1986 (depositary receipts and clearance services) and that no
instrument under which it acquires Placing Shares (whether as
principal, agent or nominee) would be subject to stamp duty or the
increased rates referred to in those sections and that it, or the
person specified by it for registration as a holder of Placing
Shares, is not participating in the Placing as nominee or agent for
any person or persons to whom the allocation, allotment, issue or
delivery of Placing Shares would give rise to such a liability or
in connection with arrangements to issue depositary receipts or to
issue or transfer Placing Shares into a clearance service;
(t) it, or the person specified by it for registration as a
holder of the Placing Shares, will be liable for any stamp duty and
all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines
or penalties relating thereto), if any, payable on acquisition of
any of the Placing Shares or the agreement to acquire the Placing
Shares and acknowledges and agrees that none of Numis, the Company,
any of their respective affiliates or any person acting on behalf
of them will be responsible for any such liability to stamp duty or
stamp duty reserve tax. Each Placee and any person acting on behalf
of such Placee agrees to participate in the Placing, and agrees to
indemnify the Company and Numis (and any of their respective
affiliates) on an after-tax basis in respect of the same, on the
basis that the Placing Shares will be allotted to the CREST stock
account of Numis who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions;
(u) neither of Numis, nor any of their affiliates, nor any
person acting on behalf of any of them has or shall have any
liability for any information, representation or statement
contained in this Announcement or for any information previously
published by or on behalf of the Company or any other written or
oral information made available to or publicly available or filed
information or any representation, warranty or undertaking relating
to the Company, and will not be liable for its decision to
participate in the Placing based on any information,
representation, warranty or statement contained in this
Announcement or elsewhere, provided that nothing in this paragraph
shall exclude any liability of any person for fraud;
(v) neither of Numis, nor any of their affiliates, nor any
person acting on behalf of any of them, is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and
that its participation in the Placing is on the basis that it is
not and will not be a client of Numis and that Numis has duties or
responsibilities to it for providing the protections afforded to
its clients or customers under the rules of the FCA, for providing
advice in relation to the Placing, in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement or for the exercise or performance of any
of its rights and obligations thereunder, including any rights to
waive or vary any conditions or exercise any termination right;
(w) in order to ensure compliance with the Money Laundering
Regulations 2007, Numis (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 Numis or the Company's registrars, as applicable, of
evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at Numis' absolute discretion or,
where appropriate, delivery of the Placing Shares to it in
uncertificated form, may be retained at Numis' or the Company's
registrars', as the case may be, absolute discretion. If within a
reasonable time after a request for verification of identity Numis
(for itself and as agent on behalf of the Company) or the Company's
registrars have not received evidence satisfactory to them, Numis
and/or the Company may, at its absolute discretion, terminate its
commitment in respect of the Placing, in which event the monies
payable on acceptance of allotment will, if already paid, be
returned without interest to the account of the drawee's bank from
which they were originally debited;
(x) Numis may, and their affiliates acting as an investor for
its or their own account(s) may, acquire 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 Numis and/or any of their respective affiliates acting
as an investor for its or their own account(s). Neither Numis nor
the Company intend to disclose the extent of any such investment or
transaction otherwise than in accordance with any legal or
regulatory obligation to do so;
(y) these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions, and all
non-contractual or other obligations arising out of or in
connection with them, shall be governed by and construed in
accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter arising out of any such
contract, 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
Numis 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;
(z) the Company and Numis and their respective affiliates and
others will rely upon the truth and accuracy of the foregoing
agreements, acknowledgements, representations, warranties and
undertakings which are given to Numis, on its own behalf and on
behalf of the Company, and are irrevocable;
(aa) it irrevocably appoints any duly authorised officer of
Numis 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;
(bb) it will indemnify on an after tax basis and hold the
Company, Numis and their respective affiliates harmless from any
and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach
of the representations, warranties, undertakings, agreements and
acknowledgements in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
(cc) it has knowledge and experience in financial, business and
international investment matters and is required to evaluate the
merits and risks of subscribing for the Placing Shares; (ii) 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; and (iii) it has relied upon its own examination and
due diligence of the Company and its associates taken as a whole,
and the terms of the Placing, including the merits and risks
involved and has satisfied itself concerning the relevant tax,
legal, currency and other economic consideration relevant to its
subscription for Placing Shares;
(dd) to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in this Impact Announcement
(including this Appendix); and
(ee) its commitment to acquire Placing Shares on the terms set
out herein and in the contract note will continue notwithstanding
any amendment that may in future be made to the terms of the
Placing and that Placees will have no right to be consulted or
require that their consent be obtained with respect to the
Company's conduct of the Placing;
(ff) the Placing Shares have not been and will not be registered
under 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, into
or within the United States absent registration under the US
Securities Act or an available exemption from, or as part of a
transaction not subject to, the registration requirements of the
Securities Act and in each case, in compliance with any applicable
securities laws of any state or other jurisdiction of the United
States; and no representation is being made as to the availability
of any exemption under the US Securities Act for the reoffer,
resale, pledge or transfer of the Placing Shares;
(gg) it, and any prospective beneficial owner for whose account
or benefit it is purchasing the Placing Shares, is and, at the time
the Placing Shares are subscribed for will be, (i) located outside
the United States and is acquiring the Placing Shares in an
"offshore transaction" as defined in, and in accordance with,
Regulation S; or (ii) is located in the United States and, is a
QIB, in which case it is acquiring the Placing Shares by way of a
private placement in a transaction exempt from the registration
requirements of the US Securities Act and it has or will duly
execute a US investor letter in the form to be provided and deliver
the same to Numis or the Company, and its participation in the
Placing is in the absolute discretion of Numis;
(hh) it is not acquiring Placing Shares as a result of any
"directed selling efforts" as defined in Regulation S or as a
result of any form of "general solicitation" or "general
advertising" (within the meaning of Rule 502(c) of Regulation D of
the US Securities Act);
(ii) it is acquiring the Placing Shares for investment purposes
and is not acquiring the Placing Shares with a view to, or for
offer or sale in connection with, any distribution thereof (within
the meaning of the US Securities Act) that would be in violation of
the securities laws of the United States or any state thereof;
(jj) it acknowledges that any Placing Shares offered and sold in
the United States are "restricted securities" within the meaning of
Rule 144(a)(3) under the US Securities Act and further agrees that,
so long as the Placing Shares are restricted securities, it will
segregate such Placing Shares from any other shares in the Company
that it holds that are not restricted securities and will not
deposit the Placing Shares into any depositary receipt facility
maintained by any depositary bank in respect of the Company's
ordinary shares; and
(kk) the Company may be a passive foreign investment company
("PFIC") for US federal income tax purposes, and it could be a PFIC
in future years; if the Company is a PFIC, then US taxable
investors may be subject to adverse US tax consequences in respect
of their investment in the Company's shares; if the Company is a
PFIC, US investors may be able to mitigate these adverse US tax
consequences by making certain elections for US tax purposes.
7.2 The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to Numis for
itself and on behalf of the Company and are irrevocable and shall
not be capable of termination in any circumstances.
7.3 The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, UK stamp duty or stamp
duty reserve tax may be payable, for which neither the Company nor
Numis will be responsible, and the Placee to whom (or on behalf of
whom, or in respect of the person for whom it is participating in
the Placing as an agent or nominee) the allocation, allotment,
issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty
or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and Numis in the
event that any of the Company and/or Numis has incurred any such
liability to UK stamp duty or stamp duty reserve tax. If this is
the case, each Placee should seek its own advice and notify Numis
accordingly.
7.4 The Company and Numis are not liable to bear any stamp duty,
stamp duty reserve tax, or other stamp, issue, securities,
transfer, registration, documentary or other duties or taxes
(including any interest or penalties) that arise on a sale of
Placing Shares subsequent to their acquisition by Placees.
7.5 In addition, Placees should note that they will be liable
for any stamp duty and all other stamp, issue, securities,
transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto)
payable outside the United Kingdom by them or any other person on
the subscription by them of any Placing Shares or the agreement by
them to acquire any Placing Shares.
7.6 Each Placee and any person acting on behalf of such Placee
agrees to participate in the Placing, and agrees to indemnify the
Company and Numis on an after-tax basis in respect of the same, on
the basis that the Placing Shares will be allotted to the CREST
stock account of Numis who will hold them as nominee on behalf of
such Placee until settlement in accordance with its standing
settlement instructions.
7.7 Each Placee, and any person acting on behalf of the Placee,
acknowledges and agrees that Numis does not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement.
7.8 Each Placee and any person acting on behalf of each Placee,
acknowledges and agrees that Numis or any of its affiliates may, at
their absolute discretion, agree to become a Placee in respect of
some or all of the Placing Shares.
7.9 When a Placee or person acting on behalf of the Placee is
dealing with Numis, any money held in an account with Numis on
behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FCA made under FSMA. The Placee
acknowledges and agrees 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 Numis' money in accordance
with the client money rules and will be used by Numis in the course
of its own business; and the Placee will rank only as a general
creditor of Numis (as applicable).
7.10 Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
7.11 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.
7.12 All times and dates in this Announcement may be subject to
amendment. Numis shall notify the Placees and any person acting on
behalf of a Placee of any changes.
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Acquisition" - the proposed acquisition of the entire issued
share capital of Guardian Electrical Compliance Limited pursuant to
the terms of the Acquisition Agreement
"Acquisition Agreement" the sale and purchase agreement dated on
or around the date of this Announcement between (1) the Vendors;
(2) PTSG Electrical Services Limited; and (3) the Company;
"Admission" - admission of the Placing Shares to AIM
"AIM" - means the market of that name operated by the London
Stock Exchange
"AIM Rules" - means the provisions of the London Stock
Exchange's AIM Rules for Companies as amended from time to time
governing, inter alga, admission to AIM and the continuing
obligations of AIM companies
"Announcement" - this announcement (including the Appendix to
this announcement)
"Company" - Premier Technical Services Group PLC
"CREST" - the relevant system (as defined in the Uncertificated
Securities Regulations 2001) for the paperless settlement of trades
and the holding of uncertificated securities operated by Euroclear
UK & Ireland Limited
"FCA" - the Financial Conduct Authority
"FSMA" - the Financial Services and Markets Act of 2000 (as
amended)
"Group" - the Company and its subsidiary undertakings prior to
completion of the Acquisition
"London Stock Exchange" - London Stock Exchange PLC
"Numis" - Numis Securities Limited
"Ordinary Shares" - ordinary shares of one penny each in the
capital of the Company
"PFIC" - passive foreign investment company for US federal
income tax purposes
"Placing" - the conditional placing of the Placing Shares at the
Placing Price by Numis as agents for and on behalf of the Company
pursuant to the terms of the Placing Agreement
"Placing Agreement" - the conditional placing agreement dated 15
October 2018 between the Company and Numis relating to the
Placing
"Placing Price" - has the meaning given in paragraph 3.4 of this
Appendix
"Placing Shares" - means the number of new Ordinary Shares to be
allotted and issues by the Company pursuant to the Placing, as set
out in the executed term sheet to be entered into between Numis and
the Company in connection with the Placing
"Prospectus Directive" - the Directive of the European
Parliament and of the Council of the European Union 2003/71/EC, as
amended
"UK" or "United Kingdom" - the United Kingdom of Great Britain
and Northern Ireland
"Vendors" means Ian Carnall and others as more particularly set
out in the Acquisition Agreement
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ACQUVSVRWBARAAA
(END) Dow Jones Newswires
October 15, 2018 11:51 ET (15:51 GMT)
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