TIDMCNIC
RNS Number : 6719Y
CentralNic Group PLC
10 September 2020
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA
OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO
SO.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION STIPULATED UNDER THE
MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF
THIS ANNOUNCEMENT VIA THE REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
10 September 2020
CentralNic Group plc
("CentralNic" or the "Company" or the "Group")
Conditional acquisition of Zeropark and Voluum for USD 36
million
Proposed Accelerated Bookbuild to raise approximate gross
proceeds of GBP30 million (approximately USD 39m)
CentralNic Group PLC (AIM: CNIC), the global internet platform
that derives revenue from the worldwide sales of internet domain
names and related services , announces that it has entered into a
conditional agreement to acquire as a going concern the Zeropark
and Voluum businesses including all material trade and assets
pertaining thereto (together being "Codewise"), from three Polish
based entities. The total consideration for the acquisition of
Codewise is USD 36 million, payable in cash upon completion (the
"Acquisition").
Codewise is headquartered in Krakow, Poland, and provides
services to domain name owners and website operators so that they
can generate recurring income from the monetisation of traffic to
their websites, as well as tools for online marketers to acquire
traffic and customers, and to manage and optimise their online
marketing activities.
This Acquisition will expand CentralNic's monetisation segment
following on from the acquisition of Team Internet in December 2019
and will both build market share in this segment and expand
CentralNic's monetisation suppliers and customers. It will also
allow the company to provide sophisticated online marketing tools
to its customers who procure domain names and other web services
from CentralNic's existing businesses.
The Acquisition is expected to be significantly earnings
enhancing with immediate effect.
The Company also announces an accelerated bookbuild to raise
approximately GBP30 million (c. USD 39m) of new equity to fund the
Acquisition and associated costs. Further details of the proposed
Placing are detailed in this announcement.
Zeropark and Voluum
Codewise is a monetisation and MarTech business offering digital
solutions, including Zeropark (an Ad Exchange platform connecting
domain investors and other traffic providers with online marketers)
and Voluum (SaaS analytics, measurement, optimisation and media
buying tool). In addition to the underlying Zeropark and Voluum
platforms, CentralNic is taking on all Codewise staff and
management, including the development team developing the platforms
to serve an increasing number of monetisation and marketing
customers.
Zeropark is an Ad Exchange platform offering real-time-bidding
solutions, connecting marketers with domain investors and
publishers via its marketplace. The platform provides monetisation
revenues to its customers from thousands of diverse sources, as
well as marketing solutions for SMBs and brands to acquire traffic
and customers online. Zeropark operates a revenue model based on
cost per 1k impressions ("CPM") and cost per click ("CPC") together
with a commission-based model on sales in marketplace.
Voluum is a SaaS online marketing management suite for SMBs and
brands, enabling online ad analytics, tracking, and media buying,
using AI-powered optimisation. Voluum operates a revenue model
based on a recurring yearly tiered subscription pricing for its
Tracker product, together with a commission-based model on demand
side platforms ("DSPs").
The Zeropark and Voluum businesses together serve over 6,000
customers across 190 countries.
In the 12 months to 30 June 2020, on an unaudited basis,
Codewise generated revenue of USD 60.3 million and pro forma
adjusted EBITDA of USD 7.4 million*.
Transaction rationale
The Acquisition is expected to further enhance the success story
of CentralNic's monetisation business, following the acquisition of
Team Internet in December 2019. Team Internet grew its revenue by
38% from USD 35.0 million in H1 2019 to USD 48.5 million in H1
2020.
CentralNic will retain the management team of Codewise in order
to enhance its talent pool, and is excited to welcome c. 140 staff
including a highly qualified development team in the technology hub
of Krakow.
Codewise is a leading competitor to CentralNic's Team Internet
business and the Acquisition substantially increases CentralNic's
market share in this attractive sector and considerably broadens
its network of domain investor customers, monetisation partners and
publishers. In addition, it augments the service offering of
CentralNic's Direct segment with marketing automation and customer
engagement solutions.
The Acquisition is expected to be more than 20 per cent.
earnings accretive for CentralNic.
The Board of CentralNic believes that the Acquisition has the
potential to generate revenue synergies through cross selling with
its other businesses and potential cost synergies across technology
platforms, server bulk discounts and marketing efforts. Through its
due diligence, the Board has to date identified approximately USD 1
million of synergies.
Transaction Structure
The total consideration for the Acquisition is USD 36 million
(subject to customary working capital adjustments) on a cash free,
debt free basis which represents 4.9x the adjusted unaudited EBITDA
of USD 7.4 million for the 12-month period to 30 June 2020. The
consideration will be paid in cash at completion.
The Company and the Buyer (a special purpose acquisition vehicle
wholly-owned by the Company) has entered into an agreement to
acquire the trade and assets of Zeropark and Voluum businesses from
Codewise ZP Sp. z o.o. Sp.k., Codewise VL Sp. z o.o. Sp.k. and
Codewise Sp. z o.o. SP.k (the "Sellers") and both the Company and
the Buyer will benefit from customary warranties given in relation
to the Zeropark and Voluum businesses (which includes tax matters),
subject to certain limitations as to quantum. The Sellers have
agreed to abide by non-compete covenants for a 3 year period
post-completion of the Acquisition in order to protect the goodwill
of the Zeropark and Voluum businesses and, in addition, the Company
and the Buyer have the benefit of specific indemnities relating to
key matters, such as any losses arising as a result of any of the
warranties relating to the intellectual property of Zeropark and/or
Voluum being found to have been breached.
The Acquisition will complete when the Sellers effect final
steps of a pre-completion restructuring of the Zeropark and Voluum
businesses, a formal grant of a new lease to the Sellers and the
Buyer procures finance to fund the Acquisition (the "Acquisition
Requisites"). The Company expects that each Acquisition Requisite
will be satisfied during the Interim Period. Any Acquisition
Requisite may be waived by the Company and the Buyer provided that
the prior consent of the Joint Bookrunners is obtained.
During the period between this announcement and completion of
the Acquisition (the "Interim Period"), the Sellers have agreed to
operate and manage the Zeropark and Voluum businesses in the
ordinary course and are required to seek the Buyer's prior consent
before carrying our certain acts which may give rise to any
liability for, or otherwise impact, the Zeropark and Voluum
businesses.
A further announcement will be made by the Company upon
completion of the Acquisition.
Financing of the Acquisition - Proposed Accelerated Bookbuild to
raise gross proceeds of approximately GBP30 million
The Company announces a proposed placing of new Ordinary Shares
(the "Placing Shares") with existing and new institutional
investors ("Placees"), to raise gross proceeds of approximately
GBP30 million (the "Placing") to fund the Acquisition and
associated costs.
The Placing is being conducted through an accelerated bookbuild
process (the "Bookbuild") which will commence immediately following
this announcement. The Placing is subject to the terms and
conditions set out in the Appendix to this announcement (which
forms part of this announcement, such announcement and its Appendix
together being this "Announcement").
Zeus Capital Limited ("Zeus") and Stifel Nicolaus Europe Limited
("Stifel") are acting as joint bookrunners in connection with the
Placing (together, the "Joint Bookrunners" or the "Banks" and each
individually a "Joint Bookrunner") in accordance with the terms and
conditions set out in the Appendix.
The final number of Placing Shares to be issued pursuant to the
Placing and the Placing Price will be agreed by the Joint
Bookrunners and the Company at the close of the Bookbuild, and the
results of the Placing will be announced as soon as practicable
thereafter. The timing for the close of the Bookbuild and the
allocation of Placing Shares shall be at the absolute discretion of
the Joint Bookrunners, in consultation with the Company. The
Company and the Joint Bookrunners reserve the right to issue and
sell a greater or lesser number of shares through the Placing.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with each other and with the
existing ordinary shares of the Company, including, without
limitation, the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Applications will be made to the London Stock Exchange for
admission to and trading on AIM ("Admission").
Settlement for the Placing Shares and Admission are expected to
take place on or before 8.00 a.m. on 30 September 2020.
The Placing is conditional upon, the Acquisition being
unconditional in all respects and Admission becoming effective. The
Placing is also conditional upon the placing agreement between the
Company and the Joint Bookrunners (the "Placing Agreement") not
being terminated in accordance with its terms. The Appendix to this
Announcement sets out further information relating to the terms and
conditions of the Placing.
Potential Placees should note that the completion of the Placing
is subject to the conditions in the Acquisition Agreement being
satisfied or waived on or before 30 September 2020. At this point
it is anticipated that all conditions in the Acquisition Agreement
will have been satisfied or waived save for the formal transfer of
legal title which is scheduled to happen at legal completion of the
Acquisition, which is scheduled to take place on, or prior to, 31
October 2020. The signed documents transferring legal title will be
held in legal escrow from completion of the Placing.
This Announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market
soundings (as defined in MAR) were taken in respect of the Placing
with the result that certain persons became aware of inside
information (as defined in MAR), as permitted by MAR. This inside
information is set out in this Announcement. Therefore, those
persons that received inside information in a market sounding are
no longer in possession of such inside information relating to the
Company and its securities.
Ben Crawford, CEO of CentralNic, said: "We are delighted that
Zeropark and Voluum platforms and technology, expert staff and
business relationships are becoming part of CentralNic, boosting
not only our recurring revenues and profits, but also our market
share and competitiveness. Added to our existing capabilities, the
Acquisition makes us a clear global leader, combining two of the
most technically advanced monetisation platforms in the domain name
industry, and the formidable teams that built and ran them."
Dr. John Malatesta, CEO of Codewise, said: "This is an exciting
day for our current and future joint customers as this acquisition
is founded on natural technological and commercial synergies with
CentralNic's monetisation businesses such as Team Internet,
logically enabling the further expansion of an industry primary
online advertising integrated stack which seamlessly consolidates
in one place, demand and supply management, tracking and
optimization. The inherent business similarities between our
companies will result in accelerated profitable growth to be
reinvested in relentlessly elevated customer experiences and into
the acquisition of additional cash-generative ventures,
consistently building on CentralNic's core growth strategy."
For further information:
CentralNic Group Plc
Ben Crawford, Chief Executive Officer
Don Baladasan, Group Managing Director +44 (0) 203
Michael Riedl, Chief Financial Officer 388 0600
Zeus Capital Limited (NOMAD, Joint Broker
and Joint Bookrunner) +44 (0) 161 831
Nick Cowles / Jamie Peel (Corporate Finance) 1512
John Goold / Rupert Woolfenden +44 (0) 203 829
(Institutional Sales) 5000
Stifel (Joint Broker and Joint Bookrunner) +44 (0)20 7710
Fred Walsh / Alex Price 7600
Newgate Communications (for Media) +44 (0) 203 757
Bob Huxford 6880
Tom Carnegie centralnic@newgatecomms.com
About CentralNic Group plc
CentralNic (AIM: CNIC) is a London-based AIM-listed company
which drives the growth of the global digital economy by developing
and managing software platforms allowing businesses globally to buy
subscriptions to domain names, used for their own websites and
email, as well as for protecting their brands online. Its core
growth strategy is identifying and acquiring cash-generative
businesses in its industry with annuity revenue streams and
exposure to growth markets and migrating them onto the CentralNic
software and operating platforms.
CentralNic operates globally with customers in almost every
country in the world. It earns recurring revenues from the
worldwide sales of internet domain names and other services on an
annual subscription basis.
For more information please visit: www.centralnicgroup.com
IMPORTANT INFORMATION
The release, publication or distribution of this Announcement
into certain jurisdictions may be restricted by law, and any
persons into whose possession this Announcement comes should
therefore inform themselves about and observe any applicable
restrictions or requirements. No action has been taken by the
Company or the Joint Bookrunners that would permit possession or
distribution of this Announcement in any jurisdiction where action
for that purpose is required. Any failure to comply with any such
restrictions or requirements may constitute a violation of the
securities laws of any such jurisdiction.
This Announcement does not constitute or form part of any offer
or invitation to purchase, otherwise acquire, subscribe for, sell,
otherwise dispose of, issue or purchase, any security (including,
without limitation, the Placing Shares). Copies of this
Announcement can be downloaded from the Company's website,
www.centralnicgroup.com. However, the contents of the Company's
website or any hyperlinks accessible from the Company's website do
not form part of this Announcement and Shareholders should not rely
on them.
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.
The Placing Shares will not qualify for distribution under the
relevant securities laws of Australia, New Zealand, Canada, the
Republic of South Africa or Japan, nor has any prospectus in
relation to the Placing Shares been lodged with, or registered by,
the Australian Securities and Investments Commission or the
Japanese Ministry of Finance. Accordingly, subject to certain
exemptions, the Placing Shares will not be offered, sold, taken up,
delivered or transferred in, into or from a Restricted Jurisdiction
or to or for the account or benefit of any national, resident or
citizen of a Restricted Jurisdiction. This Announcement does not
constitute an offer to issue or sell, or the solicitation of an
offer to subscribe for or purchase, any Ordinary Shares to any
person in a Restricted Jurisdiction and is not for distribution in,
into or from a Restricted Jurisdiction. The Placing Shares have not
been approved or disapproved by the US Securities and Exchange
Commission, or any other securities commission or regulatory
authority of the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the placing of
the Placing Shares nor have they approved this Announcement or
confirmed the accuracy or adequacy of any information contained in
it. Any representation to the contrary is a criminal offence in the
US.
This Announcement includes statements that are, or may be deemed
to be, forward-looking statements that are based on current
expectations or beliefs, as well as assumptions about future
events. These forward-looking statements can be identified by the
use of forward- looking terminology, including the terms
"believes", "estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would",
"could" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking
statements include matters that are not facts. They appear in a
number of places through this Announcement and include statements
regarding the Directors' intentions, beliefs or current
expectations concerning, amongst other things, the Company's
results of operations, financial condition, liquidity, prospects,
growth and strategies. By their nature, forward-looking statements
contained in this Announcement based on past trends or activities
should not be taken as a representation that such trends or
activities will continue in the future. Subject to any requirement
under the AIM Rules or other applicable legislation or regulation,
neither the Company nor the Joint Bookrunners undertakes any
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Undue reliance should not be placed on forward-looking statements,
which speak only as of the date of this Announcement. There are
several factors which could cause actual results to differ
materially from those expressed or implied in forward-looking
statements. Among the factors that could cause actual results to
differ materially from those described in the forward-looking
statements are changes in expectations and assumptions used and
changes in the global, political, economic, business, competitive,
market and regulatory forces, future exchange and interest rates,
changes in tax rates and future business combinations or
dispositions.
Where third party information has been used in this
Announcement, the source of such information has been identified.
The Company takes responsibility for compiling and extracting, but
has not independently verified, market data provided by third
parties or industry or general publications and takes no further
responsibility for such data.
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context requires otherwise:
"Acquisition" the acquisition by the Buyer of Zeropark and Voluum from
Codewise pursuant to the terms and
conditions of the Acquisition Agreement
"Acquisition Agreement" the conditional agreement dated 10 September 2020 between
the Buyer, the Codewise Sellers,
the Company and Robert Gryn relating to the Acquisition
"Admission" the admission of the Placing Shares to trading on AIM
becoming effective in accordance with
Rule 6 of the AIM Rules
"AI" artificial intelligence
"AIM" the AIM Market of the London Stock Exchange
"AIM Rules" the rules applicable to companies governing their admission
to AIM, and following admission
their continuing obligations to AIM, as set out in the AIM
Rules for Companies published by
the London Stock Exchange from time to time
"Banks" and "Joint Bookrunners" Stifel and Zeus
"Bookbuild" means the accelerated bookbuild process in relation to the
Placing which will establish the
demand for and total number of Placing Shares to be issued
in the Placing
"business day" a day (excluding Saturdays, Sundays and public holidays) on
which banks are generally open
for business in the City of London
"Buyer" Erunby Investments Spó ka Z Ograniczon
Odpowiedzialności , a wholly-owned subsidiary
of the Company
"certificated" or in "certificated form" where a share or other security is not in uncertificated
form (that is, not in CREST)
"Codewise Sellers" Codewise ZP Sp. Z o.o.Sp.k., Codewise VL Sp. Zo.o. Sp. K.
and Codewise Sp. Z.o.o SP.k
"Company" or "CentalNic" CentralNic Group plc, a company incorporated in England and
Wales under the Companies Act
2006 with company number 08576358
"CREST" the relevant system (as defined in the CREST Regulations) in
respect of which Euroclear is
the Operator (as defined in the CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No.
3755)
"EEA" the European Economic Area
"Existing Shares" the 188,843,484 Ordinary Shares in issue at the date of this
Announcement, all of which are
admitted to trading on AIM
"Euroclear" Euroclear UK & Ireland Limited, a company incorporated under
the laws of England and Wales
"FCA" the UK Financial Conduct Authority
"FSMA" Financial Services & Markets Act 2000 (as amended)
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"Group" the Company and its subsidiaries companies
"London Stock Exchange" London Stock Exchange plc
"Market Abuse Regulation" the Market Abuse Regulation (2014/596/EU) (incorporating the
technical standards, delegated
regulations and guidance notes, published by the European
Commission, London Stock Exchange,
the FCA and the European Securities and Markets Authority)
"Ordinary Shares" the ordinary shares of 0.1 pence each in the capital of the
Company
"Placing" the conditional placing by the Joint Bookrunners (on behalf
of the Company) by way of a bookbuild
of the Placing Shares at the Placing Price subject to, inter
alia, Admission
"Placing Agreement" the placing agreement entered into on 10 September 2020
between the Company and the Joint
Bookrunners
"Placing Price" the price per share determined on completion of the
Bookbuild
"Placing Results Announcement" the press announcement giving details of the results of the
Placing together with the number
of Placing Shares and the Placing Price
"Placing Shares" up to 40,000,000 new Ordinary Shares, to be allotted and
issued pursuant to the Placing, the
final number of which will be determined on completion of
the Bookbuild
"pounds", "GBP", "penny", "pence", "p" or "Sterling" the lawful currency of the United Kingdom
"Registrars" [Link Asset
"Restricted Jurisdiction(s)" each of the United States, Australia, New Zealand, Canada,
the Republic of South Africa and
Japan
"SaaS" software as a service
"Securities Act" the United States Securities Act of 1933, as amended
"Shareholders" holders of Ordinary Shares
"SMBs" small and medium businesses
"Stifel" Stifel Nicolaus Europe Limited, joint broker to the Company
in respect of the Placing
"Team Internet" Team Internet AG
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"uncertificated" or in "uncertificated form" in respect of a share or other security, where that share or
other security is recorded on
the relevant register of the share or security concerned as
being held in uncertificated form
in CREST and title to which may be transferred by means of
CREST
"US" or "United States" United States of America
"Voluum" A SaaS online marketing management suite for SMBs and brands
enabling online ad analytics,
tracking, media buying, and AI-powered optimisation
"Zeropark" A platform providing:
1) monetisation revenues to domain investors and other
customers via alternative sources to
of Google (the main monetisation partner of CentralNic's
Team Internet)
2) marketing solutions for SMBs and brands to acquireweb
traffic and acquire customers online
"Zeus" Zeus Capital Limited, joint broker to the Company in respect
of the Placing
APPIX
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
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS APPIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY
AT PERSONS WHO ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (WHICH MEANS
REGULATION 2017/1129 AS AMED FROM TIME TO TIME) (THE "PROSPECTUS
REGULATION") ("QUALIFIED INVESTORS"), (B) IF IN THE UNITED KINGDOM,
PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT
PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE
"ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS
DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II) ARE "QUALIFIED
INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000, AS AMED ("FSMA"), AND (C) OTHERWISE, TO PERSONS
TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH A
"RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS
ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE
TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A
RELEVANT PERSON. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT (INCLUDING THIS APPIX) DOES NOT ITSELF CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR
ACQUIRE ANY SECURITIES IN CENTRALNIC GROUP PLC (THE "COMPANY").
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA) AUSTRALIA, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS
ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) DOES NOT
CONSTITUTE AND MAY NOT BE CONSTRUED AS AN OFFER OF SECURITIES FOR
SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC
OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME
WOULD BE UNLAWFUL.
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
AMED, 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.
EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, TAX,
BUSINESS, FINANCIAL AND RELATED ASPECTS OF ACQUIRING THE PLACING
SHARES.
Unless otherwise defined in these terms and conditions,
capitalised terms used in these terms and conditions shall have the
meaning given to them in this Announcement.
The Placees will be deemed to have read and understood this
Announcement, including this Appendix, in its entirety and to be
making such offer on the terms and conditions, and to be providing
the representations, warranties, acknowledgements and undertakings,
contained in this Appendix. In particular, each such Placee
represents, warrants and acknowledges that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. if it is in a member state of the EEA and/or if it is a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Regulation, that any Placing Shares acquired by it in
the Placing will not be acquired on a non-discretionary basis on
behalf of, nor will they be acquired with a view to their offer or
resale to, persons in any member state of the EEA in circumstances
which may give rise to an offer of securities to the public, other
than an offer or resale in a member state of the EEA which has
implemented the Prospectus Regulation to Qualified Investors, or in
circumstances in which the prior consent of the Joint Bookrunners
has been given to each such proposed offer or resale;
3. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement;
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix;
5. it acknowledges that 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 other jurisdiction
of the United States and may not be offered, sold or transferred,
directly or indirectly, within the United States except pursuant to
an exemption from 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;
and
6. the Company and the Joint Bookrunners will rely upon the
truth and accuracy of the foregoing representations,
acknowledgements and agreements.
Selling Restrictions
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix (or the Announcement of which it forms part)
should seek appropriate advice before taking any action.
Neither of the Joint Bookrunners makes any representation to any
Placees regarding an investment in the Placing Shares.
Details of the Placing Agreement and of the Placing Shares
The Company has today entered into the Placing Agreement with
Zeus Capital Limited ("Zeus") (the Company's Nominated Adviser and
joint bookrunner in connection with the Placing) and Stifel
Nicolaus Europe Limited ("Stifel") (the Company's joint bookrunner
in connection with the Placing) (together with Zeus the "Joint
Bookrunners" and each a "Joint Bookrunner") under which, subject to
the conditions set out therein, each of the Joint Bookrunners have
agreed, as agent for and on behalf of the Company, to use its
reasonable endeavours to procure Placees for the Placing Shares, at
the Placing Price. The Placing is not being underwritten by either
of the Joint Bookrunners or any other person.
The price per Ordinary Share at which the Placing Shares are to
be placed (the "Placing Price") and the final number of Placing
Shares will be decided at the close of the Bookbuild. The timing of
the closing of the book, pricing and allocations are at the
discretion of the Company and the Joint Bookrunners. Details of the
Placing Price and the number of Placing Shares will be announced as
soon as practicable after the close of the Bookbuild.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the Existing Ordinary
Shares in the Company, including the right to receive all dividends
and other distributions declared, made or paid in respect of such
Ordinary Shares after the date of issue of the Placing Shares.
The Placing will be effected by way of a placing of new Ordinary
Shares in the Company for non-cash consideration. Zeus will
subscribe for ordinary shares and redeemable preference shares in
Project Zorro Funding Limited for an amount approximately equal to
the net proceeds of the Placing. The Company will allot and issue
the Placing Shares on a non-pre-emptive basis to Placees in
consideration for the transfer of the ordinary shares and
redeemable preference shares in Project Zorro Funding Limited that
will be issued to Zeus. The proceeds raised through the Placing
will be retained for the benefit of the Company
Application for admission to trading
Application will be made to London Stock Exchange plc for
admission of the Placing Shares to trading on AIM in accordance
with the AIM Rules for Companies ("Admission").
It is expected that Admission will become effective at 8.00 a.m.
on or around 30 September 2020 (or such later time or date as the
Joint Bookrunners may agree with the Company) and that dealings in
the Placing Shares will commence at that time, and in any event no
later than 7 October 2020.
Bookbuild
The Joint Bookrunners will today commence the bookbuilding
process in respect of the Placing (the "Bookbuild") to determine
demand for participation in the Placing by Placees. The book will
open with immediate effect. This Appendix gives details of the
terms and conditions of, and the mechanics of participation in, the
Placing. No commissions will be paid to Placees or by Placees in
respect of any Placing Shares.
The Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. Each Joint Bookrunner is arranging the Placing as bookrunner
and placing agent of the Company.
2. Participation in the Placing will only be available to
persons who are Relevant Persons and who may lawfully be, and are,
invited to participate by a Joint Bookrunner. Each Joint
Bookrunner's agents and their respective affiliates are each
entitled to enter bids in the Bookbuild as principal.
3. The Bookbuild if successful, will establish the Placing Price
payable to the Joint Bookrunners, as settlement agents for the
Company, by all Placees whose bids are successful. The final number
of Placing Shares will be agreed between the Joint Bookrunners and
the Company following completion of the Bookbuild. The Placing
Price and the number of Placing Shares will be announced on a
Regulatory Information Service following the completion of the
Bookbuild (the "Pricing Announcement").
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing to their usual
sales contact at the relevant Bookrunner. Each bid should state the
aggregate number of Placing Shares which the prospective Placee
wishes to subscribe for at either the Placing Price which is
ultimately established by the Company and the Joint Bookrunners, or
at prices up to a price limit specified in its bid. Bids may be
scaled down by the Joint Bookrunners on the basis referred to in
paragraph 9 below. The Joint Bookrunners are arranging the Placing
as agents of the Company.
5. The Bookbuild will open with immediate effect following
release of this Announcement and close as soon as reasonably
practicable thereafter no later than 7.00 a.m. (London time) on 11
September 2020. Each Bookrunner may, in agreement with the Company,
accept bids that are received after the Bookbuild has closed. The
Company reserves the right (upon the agreement of the Joint
Bookrunners) to reduce or seek to increase the amount to be raised
pursuant to the Placing.
6. Each prospective Placee's allocation will be determined by
the Joint Bookrunners in their sole discretion and will be
confirmed orally by the relevant Bookrunner as agent of the Company
following the close of the Bookbuild. That oral confirmation will
constitute an irrevocable legally binding commitment upon that
person (who will at that point become a Placee) to acquire the
number of Placing Shares allocated to it and to pay the Placing
Price in respect of such shares on the terms and conditions set out
in this Appendix and in accordance with the Company's articles of
association and each Placee will be deemed to have read and
understood this Announcement (including this Appendix) in its
entirety. Placees that are QIBs and in the United States will be
required to execute an investor letter in customary form and scope
prior to the final allocation of any Placing Shares to such
Placees.
7. Each prospective Placee's allocation and commitment will be
evidenced by a form of confirmation or contract note and/or
electronic trade confirmation issued to such Placee by the relevant
Joint Bookrunner. The terms of this Appendix will be deemed
incorporated by reference therein.
8. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the relevant Joint
Bookrunner, to pay as principal to that Joint Bookrunner (or as it
may direct) in cleared funds immediately on the settlement date 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.
9. The Joint Bookrunners reserve the right not to accept bids or
may choose to accept bids, either in whole or in part, on the basis
of allocations determined in agreement with the Company and may
scale down any bids for this purpose on such basis as they may
determine. The Joint Bookrunners may also, notwithstanding
paragraphs 3 and 4 above, subject to the prior consent of the
Company (i) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time; and (ii)
allocate Placing Shares after the Bookbuild has closed to any
person submitting a bid after that time.
10. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Announcement (including this Appendix)
and will be legally binding on the Placee on behalf of which it is
made and, except with the consent of the Joint Bookrunners, will
not be capable of variation or revocation after the time at which
it is submitted.
11. Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners or the
Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
12. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
13. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".
14. By participating in the Bookbuild, each Placee will agree
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee.
15. To the fullest extent permissible by law, neither of the
Joint Bookrunners nor any of their respective affiliates, agents,
directors, officers or employees shall have any liability to
Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, neither of the Joint
Bookrunners nor any of their respective affiliates, agents,
directors, officers or employees shall have any liability
(including to the extent permissible by law, any fiduciary duties)
in respect of such Joint Bookrunner's conduct of the Bookbuild or
of such alternative method of effecting the Placing as the Joint
Bookrunners and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. Each Joint Bookrunner's obligations under the Placing
Agreement are conditional on customary conditions, including
(amongst others) (the "Conditions"):
16. the fulfilment by the Company of its obligations under the Placing Agreement;
17. an AIM application form in respect of the Placing Shares
signed on behalf of the Company and all other documents to be
submitted therewith having been delivered to London Stock Exchange
plc;
18. the Acquisition Agreement: (i) not having been terminated or
amended; (ii) having become unconditional in all respects, save for
any condition relating to the Placing Agreement becoming
unconditional in accordance with its terms (including, for the
avoidance of doubt, Admission) and (iii) no notice of breach or
notice of termination having been issued by any party to the
Acquisition Agreement;
19. the Company having provided evidence to the Banks which
provides satisfaction to the Banks (in their sole and absolute
discretion) that all of the parties to the Acquisition Agreement
have complied with, or are capable of complying with, all of the
obligations on the respective parties in respect of the matters to
be done at completion of the Acquisition Agreement;
20. the Transfer Agreement and the Option Agreement (each as
defined in the Placing Agreement) having been duly executed by all
of the parties thereto and such agreements not having been
terminated; and
21. Admission having occurred not later than 8.00 a.m. on 30
September 2020 or such later date as the Company and each of the
Joint Bookrunners may agree, but in any event not later than 8.00
a.m. on 7 October 2020.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled (or,
where permitted, waived or extended in writing by the Joint
Bookrunners) or become incapable of fulfilment on or before the
date or time specified for the fulfilment thereof (or such later
date and/or time as the Joint Bookrunners may agree); or (ii) the
Placing Agreement is terminated in the circumstances specified
below, the Placing will not proceed and the Placees' rights and
obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can
be made by the Placee in respect thereof. Any such extension or
waiver will not affect Placees' commitments as set out in this
Announcement (including this Appendix).
Placees should note that given the fact that legal completion is
not due to take place until on or before 31 October, there is a
theoretical risk to Placees that the Placing completes but the
Acquisition does not, however the Company does not anticipate this
given the structure outlined in the information above.
Lock-up
The Company has undertaken that, save in certain limited
circumstances, it will not at any time between the date of the
Placing Agreement and the date which is 6 months from the date of
Admission, without the prior consent of each of the Joint
Bookrunners (such consent not to be unreasonably withheld or
delayed) issue any shares or options to subscribe for any shares
(other than options granted pursuant to any employee share schemes
adopted by the Company) or securities convertible or exchangeable
into shares or enter into any agreement or undertaking to do
so.
By participating in the Placing, Placees agree that the exercise
by the Joint Bookrunners of any power to grant consent to the
undertaking by the Company of a transaction which would otherwise
be subject to the lock-up under the Placing Agreement shall be
within the discretion of the Joint Bookrunners and that it need not
make any reference to, or consult with, any Placee and that it
shall have no liability to Placees whatsoever in connection with
any such exercise of the power to grant consent or failure to
exercise such power.
Right to terminate under the Placing Agreement
At any time before Admission, each of the Joint Bookrunners is
entitled to terminate the Placing Agreement in the following
circumstances, amongst others: (i) if any of the Company's
warranties or representations are not or cease to be true and
accurate in any respect which either of the Joint Bookrunners
considers to be material in the context of the Placing; or (ii) if
it comes to the notice of either of the Joint Bookrunners that any
statement contained in the Placing Agreement was or has become
untrue, incorrect or misleading in any respect which either of the
Joint Bookrunners considers to be material in the context of the
Placing; or (iii) in the opinion of either of the Joint
Bookrunners, there shall have occurred any Material Adverse Change
(as defined in the Placing Agreement); or (v) if there has occurred
(a) a general moratorium on commercial banking activities in London
declared by the relevant authorities or a material disruption in
commercial banking or securities settlement or clearance services
in the United Kingdom; (b) the outbreak or escalation of
hostilities or acts of terrorism involving the United Kingdom or
the declaration by the United Kingdom of a national emergency or
war; (c) any other occurrence of any kind which (by itself or
together with any other such occurrence) in each of the Joint
Bookrunners' reasonable opinion is likely to materially and
adversely affect the market's position or prospects of the Group
taken as a whole (including any material deterioration in, or
material escalation in the response to, the COVID 19 pandemic); or
(d) any other crisis of international or national effect or any
change in any currency exchange rates or controls or in any
financial, political, economic or market conditions or in market
sentiment which, in any such case, in each of the Joint
Bookrunners' reasonable opinion is materially adverse.
Upon such notice of termination being given, the parties to the
Placing Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from
their respective obligations under or pursuant to the Placing
Agreement, subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise
by either of the Joint Bookrunners of any right of termination or
other discretion under the Placing Agreement shall be within the
absolute discretion of that Bookrunner, and that it need not make
any reference to Placees and that the relevant Bookrunner shall
have no liability to Placees whatsoever in connection with any such
exercise or failure so to exercise.
No prospectus or admission document
No offering document or prospectus or admission document has
been or will be published or submitted to be approved by the FCA or
the LSE in relation to the Placing and Placees' commitments will be
made solely on the basis of their own assessment of the Company,
the Placing Shares and the Placing based on the Company's publicly
available information taken together with the information contained
in this Announcement (including this Appendix) released by the
Company today and any information publicly announced to a
Regulatory Information Service by or on behalf of the Company on or
prior to the date of this Announcement, and subject to the further
terms set forth in the contract note to be provided to individual
prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including this Appendix) is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information,
representation, warranty or statement made by or on behalf of the
Company, the Joint Bookrunners or any other person and neither of
the Joint Bookrunners nor the Company nor any of their respective
affiliates will be liable for any Placee's decision to participate
in the Placing based on any other information, representation,
warranty or statement which the Placees may have obtained or
received. Each Placee acknowledges and agrees that it has relied on
its own investigation of the business, financial or other position
of the Company in accepting a participation in the Placing. Each
Placee should not consider any information in this Announcement to
be legal, tax or business advice. Each Placee should consult its
own legal adviser, tax adviser and/or business adviser for legal,
tax and business advice regarding an investment in the Placing
Shares. Nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00BCCW4X83) following Admission will take place within the CREST
system, subject to certain exceptions. The Company and the Joint
Bookrunners reserve the right to require settlement for and
delivery of the Placing Shares (or a portion thereof) to Placees by
such other means that they deem necessary, including in
certificated form, if in either Bookrunner's reasonable 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 the
Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent a
contract note or electronic confirmation in accordance with the
standing arrangements in place with the relevant Joint Bookrunner
stating the number of Placing Shares to be allocated to it at the
Placing Price, the aggregate amount owed by such Placee to the
relevant Joint Bookrunner or its sub-agent and settlement
instructions. Each Placee will be deemed to agree that it will do
all things necessary to ensure that delivery and payment is
completed in accordance with the standing CREST or certificated
settlement instructions that it has in place with the relevant
Joint Bookrunner.
The Company will deliver the Placing Shares to a CREST account
operated by either of the Joint Bookrunners (as appropriate) or
their respective sub-agent, in each case, as agent for and on
behalf of the Company and will enter its delivery (DEL) instruction
into the CREST system. The input to CREST by a Placee of a matching
or acceptance instruction will then allow delivery of the relevant
Placing Shares to that Placee against payment.
It is expected that settlement will be on 30 2020 on a trade
date + 19 basis in accordance with the instructions set out in the
contract note.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the relevant Joint Bookrunner.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Joint Bookrunners may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the account and benefit of the
relevant Bookrunner, an amount equal to the aggregate amount owed
by the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount
owed by it and may be required to bear any stamp duty or stamp duty
reserve tax or other stamp, securities, transfer, registration,
execution, documentary or other similar impost, duty or tax
(together with any interest or penalties thereon or other similar
taxes imposed in any jurisdiction) which may arise upon the sale of
such Placing Shares on such Placee's behalf. By communicating a bid
for Placing Shares, each Placee confers on the relevant Joint
Bookrunner all such authorities and powers necessary to carry out
any such transaction and agrees to ratify and confirm all actions
which that Joint Bookrunner lawfully takes on such Placee's
behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note or
electronic trade confirmation (as applicable) is copied and
delivered immediately to the relevant person within that
organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax.
If there are any other circumstances in which any stamp duty or
stamp duty reserve tax (including any interest and penalties
relating thereto) is payable in respect of the allocation,
allotment, issue or delivery of the Placing Shares (or for the
avoidance of doubt if any stamp duty or stamp duty reserve tax is
payable in connection with any subsequent transfer of or agreement
to transfer Placing Shares), neither of the Joint Bookrunners nor
the Company shall be responsible for the payment thereof. Placees
(or any nominee or other agent acting on behalf of a Placee) will
not be entitled to receive any fee or commission in connection with
the Placing.
In the event of any difficulties or delays in the admission of
the Placing Shares to CREST or the use of CREST in the Placing, the
Company and the Joint Bookrunners may agree that the Placing Shares
should be issued in certificated form. The Joint Bookrunners
reserve the right to require settlement for the Placing Shares, and
to deliver the Placing Shares to Placees, by such other means as
they deem necessary if delivery or settlement to Placees is not
practicable within the CREST system or would not be consistent with
regulatory requirements in a Placee's jurisdiction.
Representations and warranties
By participating in the Placing, each prospective Placee (and
any person acting on such Placee's behalf) irrevocably
acknowledges, confirms, undertakes, represents, warrants and agrees
(as the case may be) with Zeus (in its capacity as the nominated
adviser, joint bookrunner and agent of the Company), Stifel (in its
capacity as joint bookrunner and agent of the Company) and the
Company, in each case as a fundamental term of its application for
Placing Shares, that:
22. it has read and understood this Announcement (including its
Appendices) in its entirety and that its participation in the
Bookbuild and the Placing and its acquisition of Placing Shares is
subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained
herein;
23. it has made its investment decision based solely upon its
own judgement, due diligence and analysis and not upon any view
expressed or information provided by or on behalf of the Joint
Bookrunners or any other person other than as set out in this
Announcement;
24. no offering document or prospectus or admission document has
been prepared in connection with the Placing and it has not
received a prospectus, admission document or other offering
document in connection with the Bookbuild, the Placing or the
Placing Shares;
25. it has neither received nor relied on any 'inside
information' as defined in MAR concerning the Company, including,
but not limited to, any price sensitive information concerning the
Company, in accepting this invitation to participate in the
Placing;
26. it has the power and authority to carry on the activities in
which it is engaged, to acquire Placing Shares and to execute and
deliver all documents necessary for such acquisition;
27. neither of the Joint Bookrunners nor the Company nor any of
their respective affiliates, agents, directors, officers or
employees nor any person acting on behalf of any of them has
provided, and none of them will provide it, with any material
regarding the Placing Shares or the Company other than information
included in this Announcement (including this Appendix), nor has it
requested any of Zeus, Stifel, 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;
28. (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement (including this Appendix) and any information publicly
announced to a Regulatory Information Service by or on behalf of
the Company prior to the date of this Announcement (the "Publicly
Available Information"); (ii) the Company's Ordinary Shares are
quoted on AIM and the Company is therefore required to publish
certain business and financial information in accordance with the
rules and practices of the LSE and relevant regulatory authorities
(the "Exchange Information"), which includes a description of the
nature of the Company's business, most recent balance sheet and
profit and loss account, and similar statements for preceding
years, and it has reviewed such Exchange Information as it has
deemed necessary or that it is able to obtain or access the
Exchange Information without undue difficulty; and (iii) it has had
access to such financial and other information (including the
business, financial condition, prospects, creditworthiness, status
and affairs of the Company, the Placing and the Placing Shares, as
well as the opportunity to ask questions) concerning the Company,
the Placing and the Placing Shares as it has deemed necessary in
connection with its own investment decision to acquire any of the
Placing Shares and has satisfied itself that the information is
still current and relied on that investigation for the purposes of
its decision to participate in the Placing;
29. (i) neither the Company, Zeus, Stifel, nor any of its
respective affiliates has made any representations to it, express
or implied, with respect to the Company, the Placing and the
Placing Shares or the accuracy, completeness or adequacy of the
Publicly Available Information or the Exchange Information, and
each of them expressly disclaims any liability in respect thereof;
and (ii) it will not hold either of the Joint Bookrunners nor any
of its respective affiliates responsible for any misstatements in
or omissions from any Publicly Available Information or any
Exchange Information. Nothing in this paragraph or otherwise in
this Announcement (including this Appendix) excludes the liability
of any person for fraudulent misrepresentation made by that
person;
30. the content of this Announcement (including this Appendix)
is exclusively the responsibility of the Company and that none of
Zeus, Stifel nor any of its respective affiliates, agents,
directors, officers or employees nor any person acting on its
behalf has or shall have any liability for any information,
representation or statement contained in this Announcement
(including this Appendix) or any information previously published
by or on behalf of the Company and will not be liable for any
Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement or otherwise. Each Placee further represents, warrants
and agrees that the only information on which it is entitled to
rely and on which such Placee has relied in committing itself to
acquire the Placing Shares is contained in this Announcement
(including this Appendix) and any Publicly Available Information
including (without limitation) the Exchange Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and that it has neither
received nor relied on any other information given, investigation
made or representations, warranties or statements made by any of
Zeus, Stifel or the Company nor any of their respective affiliates,
agents, directors, officers or employees nor any person acting on
its or their behalf and none of the Joint Bookrunners nor the
Company nor any of their respective affiliates, agents, directors,
officers or employees will be liable for any Placee's decision to
accept an invitation to participate in the Placing based on any
other information, representation, warranty or statement;
31. it may not rely, and has not relied, on any investigation
that the Joint Bookrunners, any of their affiliated or any person
acting on their behalf, may or may not have conducted with respect
to the Placing Shares or the Company, and none of such persons has
may any representation, express or implied, with respect to the
Company or the Placing Shares;
32. it has conducted its own investigation with respect to the
Company and the Placing Shares, received and reviewed all
information that it believes is necessary or appropriate in
connection with its purchase of Placing Shares and made its own
assessment and has satisfied itself concerning the relevant tax,
legal, regulatory, currency and other economic considerations
relevant to its investment in the Placing Shares;
33. in making any decision to acquire the Placing Shares, it has
knowledge and experience in financial, business and international
investment matters as is required to evaluate the merits and risks
of taking up the Placing Shares. It further confirms that it is
experienced in investing in securities of this nature in this
sector and is aware that it may be required to bear, and is able to
bear, the economic risk of participating in, and is able to sustain
a complete loss in connection with, the Placing and has no need for
liquidity with respect to its investment in the Placing Shares;
34. (i) it and each account it represents is not and at the time
the Placing Shares are acquired will not, be a resident of any
jurisdiction in which it is unlawful to make or accept an offer to
acquire the Placing Shares, and it and each account it represents
is either: (a) (1) outside the United States and will be outside
the United States at the time that any buy order for Placing Shares
is originated by it, (2) acquiring the Placing Shares in an
"offshore transaction" within the meaning of Regulation S and (3)
not acquiring any of the Placing Shares as a result of any form of
"directed selling efforts" within the meaning of Regulation S; or
(b) if inside the United States, is a QIB; (ii) it is not acquiring
the Placing Shares with a view to the offer, sale, resale,
transfer, delivery or distribution, directly or indirectly of any
such Placing Shares into the United States, Australia, Canada,
Japan or the Republic of South Africa; and (iii) the Placing Shares
have not been and will not be registered under the securities
legislation of the United States, Australia, Canada, Japan or the
Republic of South Africa and, subject to certain exceptions, may
not be offered, sold, acquired, renounced, distributed or delivered
or transferred, directly or indirectly, within or into those
jurisdictions;
35. it will not distribute, forward, transfer or otherwise
transmit this document or any other materials concerning the
Placing (including any electronic copies thereof), in or into the
United States;
36. the Placing Shares are expected to be issued to it through CREST;
37. where it is acquiring the Placing Shares for one or more
managed account, that it is authorised in writing by each managed
account to acquire the Placing Shares for each managed account and
it has full power to make the acknowledgements, representations and
agreements herein on behalf of each such account;
38. if it is a pension fund or investment company, its
acquisition of Placing Shares is in full compliance with applicable
laws and regulations;
39. neither it, nor the person specified by it for registration
as holder of Placing Shares is, or is acting as nominee or agent
for, and the Placing Shares will not be allotted to, a person who
is or may be liable to stamp duty or stamp duty reserve tax under
any of sections 67, 70, 93 and 96 of the Finance Act of 1986
(depositary receipts and clearance services);
40. it has complied with its obligations under the Criminal
Justice Act 1993, section 118 of FSMA, and in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006,
the Money Laundering Regulations 2007 (the "Regulations") and the
Money Laundering Sourcebook of the FCA and, if making payment on
behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third
party as required by the Regulations;
41. if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Regulation, the Placing Shares acquired by
it in the Placing will not be acquired on a non-discretionary basis
on behalf of, nor will they be acquired with a view to their offer
or resale to, persons in a member state of the EEA other than to
Qualified Investors, or in circumstances in which the prior consent
of the Joint Bookrunners has been given to the proposed offer or
resale;
42. it and any person acting on its behalf falls within Article
19(5) and/or 49(2)(a) to (d) of the Order 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 only;
43. it has not offered or sold and will not offer or sell any
Placing Shares to the public in any member state of the EEA except
in circumstances falling within Article 3(2) of the Prospectus
Regulation which do not result in any requirement for the
publication of a prospectus pursuant to Article 3 of that
Regulation;
44. 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;
45. it has complied 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;
46. if in a member state of the EEA, it is a "qualified
investor" within the meaning of the Prospectus Regulation;
47. if in the UK, that it is a person (i) who has professional
experience in matters relating to investments falling within
Article 19(5) of the Order, (ii) falling within Article 49(2)(A) to
(D) ("High Net Worth Companies, Unincorporated Associations, etc")
of the Order, or (iii) to whom this Announcement may otherwise be
lawfully communicated;
48. that no action has been or will be taken by any of the
Company, either of the Joint Bookrunners or any person acting on
behalf of the Company or either of the Joint Bookrunners that
would, or is intended to, permit a public offer of the Placing
Shares in any country or jurisdiction where any such action for
that purpose is required;
49. it is acting as principal only in respect of the Placing or,
if it is acting for any other person: (i) it is duly authorised to
do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such
person; and (ii) it is and will remain liable to the Company and/or
the Joint Bookrunners for the performance of all its obligations as
a Placee in respect of the Placing (regardless of the fact that it
is acting for another person). Each Placee agrees that the
provisions of this paragraph 24 shall survive the resale of the
Placing Shares by or on behalf of any person for whom it is
acting;
50. (i) it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it, (ii) it has paid any issue,
transfer or other taxes due in connection with its participation in
any territory, (iii) it has not taken any action which will or may
result in the Company, either of the Joint Bookrunners, any of
their affiliates or any person acting on their behalf being in
breach of the legal and/or regulatory requirements of any territory
in connection with the Placing, (iv) that the acquisition of the
Placing Shares by it or any person acting on its behalf will be in
compliance with applicable laws and regulations in the jurisdiction
of its residence, the residence of the Company, or otherwise, and
(v) it has all necessary capacity and has obtained all necessary
consents and authorities to enable it to commit to this
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement (including this Appendix)) and will honour such
obligations;
51. it (and any person acting on its behalf) has the funds
available to pay for, and will make payment for the Placing Shares
allocated to it, in accordance with the terms and conditions of
this Announcement (including this Appendix) on the due time and
date set out herein, failing which the relevant Placing Shares may
be placed with other persons or sold as the relevant Joint
Bookrunner may in its discretion determine and it will remain
liable for any amount by which the net proceeds of such sale falls
short of the product of the Placing Price and the number of Placing
Shares allocated to it and may be required to bear any stamp duty
for 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;
52. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to acquire, and that the Joint Bookrunners may call upon
it to acquire a lower number of Placing Shares (if any), but in no
event in aggregate more than the aforementioned maximum;
53. neither of the Joint Bookrunners nor any of its respective
affiliates, agents, directors, officers or employees, nor any
person acting on behalf of it, is making any recommendations to it
or advising it regarding the suitability of any transactions it may
enter into in connection with the Placing and participation in the
Placing is on the basis that it is not and will not be a client of
either of the Joint Bookrunners and neither of the Joint
Bookrunners has any duties or responsibilities to it for providing
the protections afforded to its clients or customers or for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of their respective rights and obligations thereunder including any
rights to waive or vary any conditions or exercise any termination
right;
54. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities in advance of the
Placing, it confirms that it has received such information within
the market soundings regime provided for in article 11 of MAR and
associated delegated regulations and it has not:
(i) used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or
any such financial instruments;
(ii) used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the
Company or financial instruments related thereto or to cancel or
amend an order concerning the Company's securities or such
financial instruments; or
(iii) disclosed such information to any person, prior to the
information being made publicly available;
55. the person whom it specifies for registration as holder of
the Placing Shares will be: (i) itself; or (ii) its nominee, as the
case may be. Neither of the Joint Bookrunners nor the Company will
be responsible for any liability to stamp duty or stamp duty
reserve tax or other similar taxes resulting from a failure to
observe this requirement. Each Placee and any person acting on
behalf of such Placee agrees to participate in the Placing and it
agrees to indemnify on an after-tax basis and hold harmless the
Company, each of the Joint Bookrunners and each of their respective
affiliates, agents, directors, officers and employees in respect of
the same on the basis that the Placing Shares will be allotted to
the CREST stock account of Zeus who will hold them as nominee on
behalf of such Placee until settlement in accordance with its
standing settlement instructions;
56. it indemnifies and holds harmless the Company, each of the
Joint Bookrunners and their respective affiliates, agents,
directors, officers and employees from any and all costs, claims,
liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
57. in connection with the Placing, each of the Joint
Bookrunners and any of its affiliates acting as an investor for its
own account may acquire Placing Shares in the Company and in that
capacity may acquire, retain, purchase or sell for its own account
such ordinary shares in the Company and any securities of the
Company or related investments and may offer or sell such
securities or other investments otherwise than in connection with
the Placing. Neither of the Joint Bookrunners intends to disclose
the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so;
58. its commitment to acquire Placing Shares on the terms set
out in this Announcement (including this Appendix) will continue
notwithstanding any amendment that may or in the future be made to
the terms and conditions of the Placing and that Placees will have
no right to be consulted or require that their consent be obtained
with respect to the Company's or either of the Bookrunner's conduct
of the Placing;
59. neither the Company nor either of the Joint Bookrunners owes
any fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement;
60. 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 Placees will have no right to be consulted or require
that their consent be obtained with respect to the Company's or
either of the Joint Bookrunner's conduct of the Placing;
61. these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions (including any
non-contractual obligations arising out of or in connection with
such agreements) shall be governed by and construed in accordance
with the laws of England 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 either Bookrunner in any jurisdiction in which the
relevant Placee is incorporated or in which any of its securities
have a quotation on a recognised stock exchange; and
62. the foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of each of the Company and the Joint Bookrunners (for their
own benefit and, where relevant, the benefit of their respective
affiliates and any person acting on their behalf) and are
irrevocable. The Company, each of the Joint Bookrunners and their
respective affiliates, agents, directors, officers and employees
and others will rely upon the truth and accuracy of the foregoing
acknowledgements, representations, warranties and agreements and it
agrees that if any of the acknowledgements, representations,
warranties and agreements made in connection with its acquiring of
Placing Shares is no longer accurate, it shall promptly notify the
Company and the Joint Bookrunners. It irrevocably authorises the
Joint Bookrunners and the Company to produce this Announcement
pursuant to, in connection with, or as may be required by any
applicable law or regulation, administrative or legal proceeding or
official inquiry with respect to the matters set out herein.
Taxation
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as nominee or agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement is subject to the representations,
warranties and further terms above and assumes, and is based on the
warranty from each Placee, that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes may be
payable, for which neither the Company nor the Joint Bookrunners
will be responsible and each Placee shall indemnify on an after-tax
basis and hold harmless the Company, each of the Joint Bookrunners
and their respective affiliates, agents, directors, officers and
employees for any stamp duty or stamp duty reserve tax paid by them
in respect of any such arrangements or dealings. If this is the
case, each Placee should seek its own advice and notify the Joint
Bookrunners accordingly.
Neither the Company nor the Joint Bookrunners are liable to bear
any capital duty, stamp duty or any other stamp, issue, securities,
transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto)
payable in or outside the United Kingdom by any Placee or any other
person on a Placee's acquisition of any Placing Shares or the
agreement by a Placee to acquire any Placing Shares. Each Placee
agrees to indemnify on an after-tax basis and hold harmless the
Company, each of the Joint Bookrunners and their respective
affiliates, agents, directors, officers and employees from any and
all interest, fines or penalties in relation to any such duties or
taxes to the extent that such interest, fines or penalties arise
from the unreasonable default or delay of that Placee or its
agent.
Each Placee should seek its own advice as to whether any of the
above tax liabilities arise and notify the relevant Joint
Bookrunner accordingly.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Company's ordinary
shares may decline and investors could lose all or part of their
investment; the Company's ordinary shares offer no guaranteed
income and no capital protection; and an investment in the
Company's ordinary shares is compatible only with investors who do
not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties. For the avoidance
of doubt, the Target Market Assessment does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of
MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action
whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
General
Each Placee, and any person acting on behalf of each Placee,
acknowledges and agrees that each of the Joint Bookrunners and/or
any of its affiliates may, at their absolute discretion, agree to
become a Placee in respect of some or all of the Placing
Shares.
When a Placee or person acting on behalf of the Placee is
dealing with the Joint Bookrunners, any money held in an account
with the Joint Bookrunners 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 that the money will not be
subject to the protections conferred by the client money rules; as
a consequence, this money will not be segregated from the
Bookrunner's money in accordance with the client money rules and
will be used by the Joint Bookrunners in the course of their
respective businesses; and the Placee will rank only as a general
creditor of the relevant Bookrunner.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of each of the Joint Bookrunners and the
Company under the Announcement and the Terms and Conditions
contained in this Appendix are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise
of others.
If a Placee is a discretionary fund manager, he may be asked to
disclose, in writing or orally to the Joint Bookrunners the
jurisdiction in which the funds are managed or owned.
All times and dates in this Announcement (including this
Appendix) may be subject to amendment. The Joint Bookrunners shall
notify the Placees and any person acting on behalf of the Placees
of any changes.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEBLGDCDGBDGGG
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