TIDMABDP
RNS Number : 4814Z
AB Dynamics PLC
20 May 2019
THIS ANNOUNCEMENT, INCLUDING THE APPIX, AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE
THE IMPORTANT NOTICES WITHIN THIS ANNOUNCEMENT.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY
AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION
TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN AB DYNAMICS
PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION
WOULD BE UNLAWFUL.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE MARKET ABUSE REGULATION ("MAR"). UPON THE PUBLICATION OF THE
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION
IS CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL
THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
20 May 2019
AB Dynamics plc
("AB Dynamics", the "Company" or the "Group")
Proposed Placing to raise up to GBP45.1 million via an
accelerated bookbuild
and
Proposed Open Offer to raise up to GBP5 million
AB Dynamics plc (AIM: ABDP) the designer, manufacturer and
supplier of advanced testing systems and measurement products for
the global automotive market, is pleased to announce that it is
proposing to raise up to approximately GBP50.1 million, before
expenses, by way of a Placing of up to GBP45.1 million and an Open
Offer of up to GBP5 million (the "Transaction") at a price of 2200
pence per share (the "Issue Price"). The net proceeds of the
Transaction will allow the Group to pursue its stated strategy for
growth, further details on which are provided below.
The Placing will be conducted by way of an accelerated bookbuild
process (the "Bookbuild") which will be launched immediately
following this announcement (the "Announcement"), in accordance
with the terms and conditions set out in the Appendix to this
Announcement (the "Appendix"). Cantor Fitzgerald Europe is acting
as sole bookrunner in connection with the Placing (the "Sole
Bookrunner").
KEY HIGHLIGHTS
-- Proposed Placing of up to GBP45.1 million (before expenses)
with institutional shareholders and proposed Open Offer of up to
GBP5 million (before expenses) with existing shareholders in each
case at the Issue Price.
-- The Company intends to use the net proceeds of the proposed
Placing in support of the Company's stated strategy to finance
potential acquisition opportunities, adding important production
capacity and for ongoing working capital requirements.
-- Any monies received under the Open Offer will be used to
further support the Company's strategy, as well as for general
working capital purposes.
-- Cantor Fitzgerald Europe is acting as financial adviser, Sole
Bookrunner and Broker in relation to the Placing and Open
Offer.
-- Completion of the Placing and Open Offer is subject, inter
alia, to shareholder approval to enable the issue of the New
Shares, which will be sought at a General Meeting of the Company
expected to be held at 10.00 a.m. on 6 June 2019.
The final number of Placing Shares will be agreed by Cantor
Fitzgerald Europe and AB Dynamics at the close of the Bookbuild,
and the result of the Placing will be announced as soon as
practicable thereafter. The timing for the close of the Bookbuild
and allocation of the Placing Shares shall be at the discretion of
Cantor Fitzgerald Europe in consultation with the Company. The
Placing is not underwritten.
In addition, in order to provide Shareholders who do not take
part in the Placing with an opportunity to participate in the
proposed issue of New Shares, the Company is providing all
Qualifying Shareholders with the opportunity to subscribe for Open
Offer Shares, to raise up to a further GBP5 million (before
expenses), on the basis of 1 Open Offer Share for every 86.5021363
Ordinary Shares held on the Record Date, at the Issue Price.
Shareholders subscribing for their full entitlement under the Open
Offer may also request additional Open Offer Shares through the
Excess Application Facility. The Open Offer is not
underwritten.
The issue of the Placing Shares and the Open Offer Shares are
conditional, inter alia, on the passing by Shareholders of a
resolution at the General Meeting of the Company, which is expected
to be convened for 10.00 a.m. on 6 June 2019. Application will be
made to the London Stock Exchange for the Placing Shares and the
Open Offer Shares to be admitted to trading on AIM. Admission is
expected to become effective and dealings in such shares are
expected to commence at 8.00 a.m. on 7 June 2019.
The New Shares, when issued, will be fully paid and will rank
pari passu in all respects with the existing Ordinary Shares of the
Company.
The Appendix (which forms part of this Announcement) contains
the detailed terms and conditions of the Placing.
A circular containing further details of the Placing and Open
Offer and convening the General Meeting and containing the
application form is expected to be despatched to shareholders
following completion of the Bookbuild and will thereafter be
available on the Company's website at www.abdynamics.com.
Enquiries:
AB Dynamics plc 01225 860 200
Tony Best, Non-Executive Chairman
Dr James Routh, Chief Executive Officer
Mat Hubbard, Chief Technology Officer
Rob Hart, Chief Financial Officer
Cantor Fitzgerald Europe (Financial
Adviser and Sole Bookrunner) 0207 894 7000
Phil Davies, David Foreman (Corporate
Finance)
Caspar Shand Kydd, Keith Dowsing, Arthur
Gordon (Equity Sales)
Cairn Financial Advisers (Nomad)
Tony Rawlinson
Liam Murray
Richard Nash 0207 213 0880
Tulchan Communications 0207 353 4200
James Macey White
Matt Low
Deborah Roney
The person responsible for arranging the release of this
information is Dr James Routh, CEO of the Company.
Overview of AB Dynamics plc
AB Dynamics is a leading designer, manufacturer and provider of
advanced products for testing of Advanced Driver Assistance Systems
("ADAS") technology, autonomous vehicle development and vehicle
dynamics to the global automotive research and development
sector.
The Group is headquartered in Bradford-on-Avon, UK, employing
approximately 187 staff. AB Dynamics currently supplies all the top
automotive manufacturers, Tier 1 suppliers and service providers,
who routinely use the Group's products to test vehicle safety and
dynamics.
ADDITIONAL INFORMATION
Background to the Transaction and Use of Proceeds
Alongside the announcement of the interim results for the six
month period ended 28 February 2019, the Board outlined an updated
strategy for the next phase of the Company's growth, building on
the existing foundations in order to fully capture the numerous
market opportunities while leveraging core strengths.
In the Board's view, the ongoing regulatory environment and
consumer demand for safety, which are driving technological
advancements in global mobility requirements, provide a highly
supportive market backdrop to the Group's activities.
During recent years, there has been significant investment in,
inter alia, the Company's operational capabilities, new product
development, the overseas footprint and state of the art
facilities; in mid-2018, the Company's new 3,070m(2) factory and
headquarters in Bradford on Avon became fully operational. The
Board is wholly committed to continuing this investment and, as set
out in more detail below, has allocated a substantial proportion of
the Group's existing cash resources to build a simulation centre of
excellence adjacent to the existing facilities.
The Board intends to use the net proceeds of the Transaction in
support of the updated strategy, as further described below,
including to finance potential acquisition opportunities, adding
important production capacity and for ongoing working capital
requirements.
Turning to the updated strategy, the five key priorities are set
out below:
i. New Product Development
Following an extensive review of the trends, drivers and needs
within our selected addressable markets and an assessment of the
Group's competitive position, we have developed an extensive
Product & Technology roadmap. This roadmap supports the growth
ambitions of the Board through disciplined and targeted investment
and is a key foundation of the strategy.
The market and regulatory growth drivers in Advanced Driver
Assistance Systems ("ADAS") and autonomous vehicle technology
remain favourable. Ongoing development of regulation and
legislation, consumer demands for active safety, incremental
introduction of ADAS technology and the limits of current
autonomous technologies supports increased investment in our
product portfolio and provides us with confidence in the long-term
demand for our products. Our planned new product launches include a
combination of new products and an evolution of existing products
as testing requirements become more complex.
ii. Capability & Capacity
A key element of the updated strategy is to ensure that
appropriate levels of capability and capacity are available to meet
the future growth demands of the business in terms of human
resources, facilities, infrastructure, manufacturing capability and
Business Management Systems (IT). We have identified clear
investment requirements for these areas of development based on the
planned growth profile over the strategic review cycle.
The Company has now received full planning permission for a new
2,846m(2) facility adjacent to our existing main building (the
"North Site"). This new facility will be used as a simulation
centre of excellence and engineering research and development, and
is expected to be ready for occupation in the second half of 2020.
In addition, the Board continues to assess the Group's ongoing
requirements for further production facilities.
The Board has also identified a need for a new integrated
Business Management System incorporating enterprise resource
planning (ERP), customer relationship management (CRM), finance and
operations to facilitate the successful delivery of the Group's
growth strategy.
iii. International Footprint
As a global business supplying advanced engineering solutions to
a demanding blue-chip client base, it is important to have a local
presence to provide the Service and Support element envisaged in
our updated strategy. We have already commenced operations from new
facilities in Germany and the US and as part of our planned
international expansion, we intend to establish AB Dynamics
operations in other key markets, particularly Asia.
Our sales strategy is evolving to address selected key markets
through direct sales by establishing sales resources in our
international locations, supported by a strengthened sales function
in the UK through a combination of recruitment, training and IT
systems.
Having international AB Dynamics locations will allow us to
build closer relationships and partnerships with our customers and
in particular our key accounts in order to meet their continually
evolving requirements.
iv. Service and Support
We recently delivered our 1000th driving robot system and our
overall installed base of products is increasing rapidly in all our
key markets. The Directors believe that as regulation and the
sophistication and integration of AB Dynamics' products increases,
customers will need greater levels of local service and support.
Customers require timely technical support and provision of
services such as spares, maintenance, calibration, training and
on-site technical support and this will form part of our ongoing
development.
This is an evolution of the existing AB Dynamics operating model
and is expected to provide enhanced earnings visibility as we
provide additional value adding services.
v. Acquisitive Growth
Although the strategic plan is based on delivering long term,
sustainable organic growth, the Board believes that selective
acquisitions could provide an expedited route to growth. This may
be to accelerate and de-risk product and technology development,
broaden our geographic footprint or product offering or to assist
vertical integration. Any acquisition activity would be highly
targeted against defined strategic, operational, financial and
cultural criteria before being considered. AB Dynamics will seek to
develop the additional internal skills and capabilities required to
support any acquisition activity.
The Board believes that it is prudent to seek additional funding
to support all aspects of the strategic plan in order to capitalise
on opportunities for organic growth. The Board has developed a
pipeline of attractive potential acquisitions, which are
progressing at varying rates and are at different stages of
assessment. In the Board's view it is important that the Group is
well positioned to execute those potential transactions that should
deliver enhanced shareholder value.
The potential acquisition opportunities currently under more
detailed consideration are at an early stage and the Board
currently considers that if such acquisitions were completed then
they would likely utilise the majority of the net proceeds of the
Placing.
There can be no certainty that any of these acquisition
opportunities will proceed to completion. In such circumstances,
the proceeds of the Placing, together with any monies received via
the Open Offer, would be used in support of other acquisition
opportunities that might arise and otherwise in pursuing the other
strategic aims described at paragraphs i. to iv. above over the
short to medium term.
Current Trading and Prospects
The Company announced its interim results for the six month
period ended 28 February 2019 on 24 April 2019. Financial
highlights for the period included an increase in revenue by 69% to
GBP25.8 million (H1 2018: GBP15.3 million), a profit before tax
increase of 95% to GBP6.4 million (H1 2018: GBP3.3 million) and
basic earnings per share increase of 130% to 28.36p (H1 2018:
12.35p). At an operational level, the Group has developed an
updated strategy for growth, seen significant improvement in
manufacturing efficiency resulting in reduced delivery lead times
and grown internationally with the establishment of AB Dynamics
GmbH in Germany and more recently with the establishment of AB
Dynamics Inc. in Detroit. The Board are also investigating the
provision of direct support operations in Asia to complement and
assist the Group's existing Asia representatives.
AB Dynamics' principal markets remain significant and are
forecast to continue growing strongly. There are various advisory
groups and regulatory growth drivers supporting this, including
Euro NCAP (which is widely regarded as having led OEM standards
ahead of regulations in Europe) now focusing on active safety and
scenario testing of ADAS features and EU regulations (which were
last updated in 2009) are expected to introduce requirements for
various ADAS features to be mandatory by 2022.
The Society of Automotive Engineers has defined 6 Levels of
autonomy: Level 0 translates to complete control by the driver;
Levels 1-2 include existing ADAS features; for Level 3 and above,
the full dynamic driving task can be undertaken by the vehicle,
including monitoring of the environment as well as lateral and
longitudinal control. Level 5 corresponds to complete autonomy,
with no input required by the driver. The UK Centre for Connected
and Autonomous Vehicles commissioned a report in 2017 which
forecast the global market for Level 3 to 5 associated technologies
rising from GBP4bn in 2020 to GBP63bn in 2035.
The Board is of the opinion, shared by several industry
commentators, that driving automation systems for Level 4 and 5
autonomous vehicles will take longer and cost more than originally
expected. The Board also see the industry focusing currently more
on real world testing with Level 2 and Level 3 autonomous systems.
This means the core addressable active safety market of AB Dynamics
should be more important and for a longer period of time.
In addition, there is an active shift in testing by way of
simulation due to immediate time and cost savings from a reduced
need for physical testing and also the resultant accelerated route
to market of new models. The Board believes that its ADAS testing
equipment and simulator offering position the Group well with OEMs
and other customers.
Details of the Transaction
The Company is proposing to raise up to GBP45.1 million (before
expenses) by way of a Placing of up to 2,050,000 Placing Shares at
2200 pence per Placing Share. Alongside the Placing, the Company is
making an Open Offer pursuant to which it may raise a further
amount of up to GBP5 million (before expenses). The proposed Issue
Price of 2200 pence per Open Offer Share is the same price as the
price at which New Shares are being issued pursuant to the
Placing.
Placing
Pursuant to the terms of the Placing and Open Offer Agreement,
Cantor Fitzgerald Europe, as agent for AB Dynamics, has
conditionally agreed to use reasonable endeavours to place the
Placing Shares at the Issue Price with existing Shareholders and
other institutional investors, representing gross proceeds of
GBP45.1 million if the Placing Shares are fully subscribed. The
Placing, which will be conducted by way of an accelerated bookbuild
process which will be launched immediately following this
Announcement, will comprise up to 2,050,000 Placing Shares.
The Placing is conditional, inter alia, on the following:
i. Resolution 1 being passed at the General Meeting;
ii. the Placing and Open Offer Agreement not being terminated
prior to Admission of the Placing Shares and becoming unconditional
in all respects; and
iii. Admission of the Placing Shares having become effective on
or before 8 a.m. on 7 June 2019 (or such later date and/or time as
the Company, Cantor Fitzgerald Europe and Cairn may agree not being
later than 28 June 2019).
The Placing Shares will, when issued and fully paid, rank pari
passu in all respects with the Ordinary Shares in issue at that
time, including the right to receive all dividends and other
distributions declared, made or paid after the date of Admission.
The Placing Shares are not subject to clawback and are not part of
the Open Offer. The Placing is not underwritten.
The allotment and issue of the Open Offer Shares is conditional
on Admission of the Placing Shares but the Placing is not
conditional on Admission of the Open Offer Shares; if the Placing
does not complete, then the Open Offer will also not complete.
However, if the Open Offer does not complete, then this will not
prevent the Placing from completing.
Open Offer
Subject to the fulfilment of the conditions set out below (and
as further detailed in the Circular), Qualifying Shareholders may
subscribe for Open Offer Shares in proportion to their holding of
Existing Ordinary Shares held on the Record Date. Shareholders
subscribing for their full entitlement under the Open Offer may
also request additional Open Offer Shares as an Excess Entitlement,
up to the total number of Open Offer Shares available to Qualifying
Shareholders under the Open Offer. The Open Offer is not
underwritten.
The Open Offer is conditional, inter alia, on the following:
i. Resolution 1 being passed at the General Meeting;
ii. the Placing and Open Offer Agreement not being terminated
prior to Admission of the Placing Shares and having become
unconditional in all respects; and
iii. Admission of the Open Offer Shares becoming effective on or
before 8.00 a.m. on 7 June 2019 (or such later date and/or time as
the Company, Cantor Fitzgerald Europe and Cairn may agree, being no
later than 28 June 2019).
The allotment and issue of the Open Offer Shares is conditional
on Admission of the Placing Shares but the Placing is not
conditional on Admission of the Open Offer Shares; if the Placing
does not complete, then the Open Offer will also not complete.
However, if the Open Offer does not complete, then this will not
prevent the Placing from completing.
Basic Entitlement
On, and subject to the terms and conditions of the Open Offer,
the Company invites Qualifying Shareholders to apply for their
Basic Entitlement of Open Offer Shares at the Issue Price. Each
Qualifying Shareholder's Basic Entitlement has been calculated on
the following basis:
1 Open Offer Share for every 86.5021363 Existing Ordinary Shares
held at the Record Date
Basic Entitlements will be rounded down to the nearest whole
number of Ordinary Shares.
General Meeting
It is proposed that a General Meeting will be held at the
offices of the Company at Middleton Drive, Bradford on Avon,
Wiltshire, BA15 1GB on 6 June 2019 at 10.00 a.m. where the
following Resolutions will be proposed:
Resolution 1 is a special resolution to:
(a) authorise the Directors to allot shares and to grant rights
up to an aggregate nominal amount of GBP22,775 in respect of the
Placing and Open Offer; and
(b) authorise the Directors to allot shares and to grant rights
up to an aggregate nominal amount of GBP22,775, being equal to
2,277,500 New Shares, on a non-pre-emptive basis for the purposes
of the Placing and Open Offer.
The authorities to be granted pursuant to Resolution 1 shall
expire on the date falling 3 months from the date of the passing of
such resolution (unless renewed, varied or revoked by the Company
prior to or on that date) and are in addition to the existing
authorities granted at the Company's last annual general meeting on
6 December 2018.
Resolution 2 is conditional upon the passing of Resolution 1 and
Admission of the New Shares and is an ordinary resolution to
authorise the Directors to allot shares in the Company up to an
aggregate nominal amount of GBP73,189.12 representing approximately
one-third of the Company's Enlarged Share Capital (assuming the New
Shares are issued in full and there are no further exercises of
options under the Option Schemes prior to Admission of the New
Shares).
Resolution 3 is conditional on the passing of the Resolutions 1
and 2 and Admission of the New Shares and is a special resolution
to allot equity securities (as defined in the Act) for cash
otherwise than to existing shareholders pro rata to their holdings.
This authority is limited to the allotment of (a) equity securities
in connection with a rights issue or other pre-emptive offer; and
(b) equity securities up to an aggregate nominal amount of
GBP21,956.74 representing approximately 10 per cent. of the
Company's Enlarged Share Capital (assuming the New Shares are
issued in full and there are no further exercises of options under
the Option Schemes prior to Admission of the New Shares).
The authorities to be granted pursuant to Resolutions 2 and 3
shall expire on the earlier of the date falling 15 months from the
date of the passing of such resolution and the next annual general
meeting of the Company (unless renewed, varied or revoked by the
Company prior to or on that date) and are in substitution for the
existing authorities granted at the Company's last annual general
meeting held on 6 December 2018. The Directors have no present
intention to use the authorities to be conferred by Resolutions 2
and 3 but consider that it is prudent and desirable that the
Company be granted these authorities.
Irrevocable commitments
The Directors (or persons connected with the Directors within
the meaning of sections 252 - 255 of the Act), who in aggregate
hold 6,185,411 Existing Ordinary Shares, representing approximately
31.4 per cent. of the existing issued ordinary share capital of the
Company, have irrevocably undertaken to vote in favour of the
Resolutions at the General Meeting and not to subscribe for any
Open Offer Shares.
Anthony Best (Non-executive Chairman), Robert Hart (Chief
Financial Officer), Matthew Hubbard (Chief Technology Officer) and
Bryan Smart (Non-Executive Director) have undertaken not to
participate in the Open Offer.
Risk Factors and Additional Information
The Circular, which is expected to be posted to Shareholders
later today, also contains a number of risk factors and additional
information on the Open Offer and the Company.
Expected Timetable of Principal Events
Record Date for entitlements under Close of business 17 May 2019
the Open Offer
Announcement of the proposed Placing 7.00 a.m. 20 May 2019
and Open Offer
Ex-entitlement Date of the Open Offer 7.00 a.m. 20 May 2019
Announcement of the result of the 20 May 2019
Placing and publication and posting
of the Circular (including Notice
of General Meeting), Application Forms
and Forms of Proxy
Open Offer Entitlements and Excess As soon as possible 21 May 2019
Entitlements credited to stock accounts after 8:00 a.m.
of Qualifying CREST Shareholders in
CREST
Recommended latest time and date for 4:30 p.m. 30 May 2019
requesting withdrawal of Open Offer
Entitlements and Excess Entitlements
from CREST
Latest time and date for depositing 3:00 p.m. 31 May 2019
Open Offer Entitlements and Excess
Entitlements into CREST
Latest time and date for splitting 3:00 p.m. 3 June 2019
Application Forms (to satisfy bona
fide market claims only)
Latest time and date for receipt of 10:00 a.m. 4 June 2019
Forms of Proxy
Latest time and date for receipt of 11:00 a.m. 5 June 2019
completed Application Forms and payment
in full under the Open Offer or settlement
of relevant CREST instructions (as
appropriate)
Announcement of result of Open Offer 6 June 2019
General Meeting 10:00 a.m. 6 June 2019
Announcement of the results of the 6 June 2019
General Meeting
Admission and commencement of dealings 8:00 a.m. 7 June 2019
in Placing Shares and Open Offer Shares
Despatch of definitive share certificates Within 10 business days of
for the New Shares in certificated Admission
form
DEFINITIONS
The following definitions apply throughout this Announcement,
unless the context otherwise requires:
Act the Companies Act 2006 (as amended)
ADAS Advanced Driver Assistance Systems
Admission Admission of the Placing Shares and/or
the Open Offer Shares (as appropriate)
to trading on AIM becoming effective
in accordance with the AIM Rules
AIM the market of that name operated
by the London Stock Exchange
AIM Rules the AIM Rules for Companies governing
the admission to and operation of
AIM published by the London Stock
Exchange as amended from time to
time
Application Form the application form relating to
the Open Offer and to be enclosed
with the Circular for use by Qualifying
non-CREST Shareholders
Articles the articles of association of the
Company in force at the date of this
Announcement
Basic Entitlement(s) the pro rata entitlement for Qualifying
Shareholders to subscribe for Open
Offer Shares, pursuant to the Open
Offer
Board or Directors the directors of the Company, as
at the date of this Announcement
Cairn Cairn Financial Advisers LLP, the
Company's Nominated Adviser
Cantor Fitzgerald Europe, Cantor Fitzgerald Europe, the Company's
Broker or Sole Bookrunner financial adviser, broker and sole
bookrunner in respect of the Transaction
certificated or in certificated in relation to a share or other security,
form a share or other security that is
not in uncertificated form, that
is not in CREST
Circular the circular to Shareholders to be
despatched to Shareholders convening
the General Meeting and containing
details of the Open Offer
Company or AB Dynamics AB Dynamics plc, a company incorporated
in England and Wales with company
number 08393914 whose registered
office is at Middleton Drive, Bradford
On Avon, Wiltshire, BA15 1GB
CREST the relevant system (as defined in
the CREST Regulations) for the paperless
settlement of trades and the holding
of uncertificated securities, operated
by Euroclear, in accordance with
the same regulations
CREST Regulations the Uncertificated Securities Regulations
2001 (SI 2001-No.3775), as amended
EEA the European Economic Area
Enlarged Share Capital the issued Ordinary Share capital
of the Company immediately following
the issue of the New Shares
EU the European Union
Euroclear Euroclear UK & Ireland Limited, the
operator of CREST
Excess Application Facility the arrangement pursuant to which
Qualifying Shareholders may apply
for additional Open Offer Shares
in excess of the Basic Entitlement
in accordance with the terms and
conditions of the Open Offer
Excess Entitlement(s) Open Offer Shares in excess of the
Basic Entitlement, but not in excess
of the total number of Open Offer
Shares, allocated to a Qualifying
Shareholder pursuant to the Open
Offer
Ex-entitlement Date the date on which the Existing Ordinary
Shares are marked 'ex' for entitlement
under the Open Offer being 20 May
2019
Existing Ordinary Shares the 19,679,236 Ordinary Shares in
issue as at the date of this Announcement
being the entire issued share capital
of the Company prior to the Transaction
FCA the Financial Conduct Authority of
the UK
Form of Proxy the form of proxy which is to accompany
the Circular for use in connection
with the General Meeting
FSMA the Financial Services and Markets
Act 2000 (as amended)
General Meeting the general meeting of the Company,
to be held at 10.00 a.m. on 6 June
2019 at the offices of the Company
at Middleton Drive, Bradford on Avon,
Wiltshire, BA15 1GB
Group together the Company and its subsidiary
undertakings
ISIN International Securities Identification
Number
Issue Price 2200 pence per New Share
London Stock Exchange London Stock Exchange plc
New Shares up to 2,277,500 new Ordinary Shares
to be issued pursuant to the Transaction
(being the Placing Shares and the
Open Offer Shares)
Notice of General Meeting the notice convening the General
Meeting to be set out at the end
of the Circular
OEM original equipment manufacturer
Open Offer the conditional invitation to Qualifying
Shareholders to apply for the Open
Offer Shares at the Issue Price on
the terms and conditions outlined
in the Circular and, where relevant,
in the Application Form
Open Offer Entitlements entitlements for Qualifying Shareholders
to subscribe for Open Offer Shares
pursuant to the Basic Entitlement
and the Excess Entitlement
Open Offer Shares up to 227,500 New Shares to be issued
pursuant to the Open Offer
Option Schemes the AB Dynamics plc Enterprise Management
Investment Share Option Plan, the
AB Dynamics plc Unapproved Share
Option Plan and the AB Dynamics plc
Company Share Option Plan, each dated
11 July 2016
Ordinary Shares ordinary shares of one penny each
in the capital of the Company having
the rights and being subject to the
restrictions contained in the Articles
Overseas Shareholders Shareholders with registered addresses,
or who are citizens or residents
of, or incorporated in Restricted
Jurisdictions
Placees any person who agrees to subscribe
for Placing Shares
Placing the placing by Cantor Fitzgerald
Europe, as agent of and on behalf
of the Company, of Placing Shares
at the Issue Price on the terms and
subject to the conditions in the
Placing and Open Offer Agreement
Placing and Open Offer the conditional agreement dated 20
Agreement May 2019 between the Company, Cantor
Fitzgerald Europe and Cairn, a summary
of which is set out in this Announcement
Placing Shares up to 2,050,000 New Shares to be
issued pursuant to the Placing
Qualifying CREST Shareholders Qualifying Shareholders holding Existing
Ordinary Shares which, on the register
of members of the Company on the
Record Date, are in uncertificated
form in CREST
Qualifying non-CREST Shareholders Qualifying Shareholders holding Existing
Ordinary Shares which, on the register
of members of the Company on the
Record Date, are in certificated
form
Qualifying Shareholders holders of Existing Ordinary Shares
other than Overseas Shareholders,
whose names appear on the register
of members of the Company on the
Record Date as holders of Existing
Ordinary Shares and who are eligible
to be offered Open Offer Shares under
the Open Offer in accordance with
the terms and conditions set out
in the Circular
Record Date 17 May 2019
Regulatory Information a service approved by the London
Service Stock Exchange for the distribution
to the public of AIM announcements
and included within the list on the
website of the London Stock Exchange
Resolution a resolution to be proposed at the
General Meeting as set out in the
notice of General Meeting
Restricted Jurisdictions the United States, Australia, Canada,
Japan, the Republic of South Africa
and any other jurisdiction where
the extension or availability of
the Open Offer would breach any applicable
law
Securities Act the United States Securities Act
of 1933, as amended
Shareholders registered holders of Ordinary Shares
Transaction together, the Placing and Open Offer
UK the United Kingdom of Great Britain
and Northern Ireland
uncertificated or in uncertificated a share or other security recorded
form on the relevant register of the share
or security concerned as being held
in uncertificated form in CREST and
title to which, by virtue of the
CREST Regulations, may be transferred
by means of CREST
US or United States the United States of America, its
territories and possessions, any
state of the United States and the
District of Columbia
A reference to GBP is to pounds sterling, being the lawful
currency of the UK.
A reference to $ or US$ is to United States dollars, being
the lawful currency of the US.
A reference to EUR or Euro is to the lawful currency of the
Euro area.
IMPORTANT NOTICE
This announcement, including the Appendix (together, the
"Announcement"), and the information contained herein is not for
release, publication or distribution, directly or indirectly, in
whole or in part, in or into or from the United States, Canada,
Australia, Japan or the Republic of South Africa, or any other
jurisdiction where to do so might constitute a violation of the
relevant laws or regulations of such jurisdiction (the "Restricted
Jurisdictions"). The Placing Shares have not been and will not be
registered under the United States Securities Act of 1933 (the
"Securities Act") or under the securities laws of any state or
other jurisdiction of the United States and may not be offered,
sold, or transferred, directly or indirectly, in or into the United
States absent registration under the Securities Act or an available
exemption from or in a transaction not subject to the registration
requirements of the Securities Act and, in each case, in compliance
with the securities law of any state or any other jurisdiction of
the United States. No public offering of the Placing Shares is
being made in the United States. The Placing Shares are being
offered and sold outside the United States in "offshore
transactions" within the meaning of Regulation S under the
Securities Act. Persons receiving this Announcement (including
custodians, nominees and trustees) must not forward, distribute,
mail or otherwise transmit it in or into the United States or use
the United States mails, directly or indirectly, in connection with
the Placing. This Announcement does not constitute or form part of
an offer to sell or issue or a solicitation of an offer to buy,
subscribe for or otherwise acquire any securities in any
jurisdiction including, without limitation, the Restricted
Jurisdictions or any other jurisdiction in which such offer or
solicitation would be unlawful. This Announcement and the
information contained in it is not for publication or distribution,
directly or indirectly, to persons in a Restricted Jurisdiction
unless permitted pursuant to an exemption under the relevant local
law or regulation in any such jurisdiction.
No action has been taken by the Company, Cantor Fitzgerald
Europe, Cairn or any of their respective directors, officers,
partners, agents, employees or affiliates that would permit an
offer of the Placing Shares or possession or distribution of this
Announcement or any other publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons receiving this Announcement are required to
inform themselves about and to observe any restrictions contained
in this Announcement.
This Announcement is directed at and is only being distributed
to: (A) persons in member states of the European Economic Area who
are "qualified investors", as defined in article 2.1(e) of the
Prospectus Directive (Directive 2003/71/EC), as amended (the
"Prospectus Directive"), (B) if in the United Kingdom, persons who
(i) have professional experience in matters relating to investments
who fall within the definition of "investment professionals" in
article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "FPO") or fall
within the definition of "high net worth companies, unincorporated
associations etc" in article 49(2)(a) to (d) of the FPO and (ii)
are "qualified investors" as defined in section 86 of the Financial
Services and Markets Act 2000, as amended ("FSMA") or (C) persons
to whom it may otherwise lawfully be communicated (each, a
"Relevant Person"). No other person should act on or rely on this
Announcement and persons distributing this Announcement must
satisfy themselves that it is lawful to do so. By accepting the
terms of this Announcement, you represent and agree that you are a
Relevant Person.
This Announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this Announcement or the Placing relate is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this Announcement are for
information purposes only.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by, a person
authorised under FSMA. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not apply.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Directive) to be
published.
The information contained in this Announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this Announcement or its accuracy, fairness or completeness.
Certain statements in this Announcement are forward-looking
statements which are based on the Group's expectations, intentions
and projections regarding its future performance, anticipated
events or trends and other matters that are not historical facts.
These forward-looking statements, which may use words such as
"aim", "anticipate", "believe", "could", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are
not historical facts. These forward-looking statements involve
risks, assumptions and uncertainties that could cause the actual
results of operations, financial condition, liquidity and dividend
policy and the development of the industries in which the Group's
businesses operate to differ materially from the impression created
by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and
unknown risks, uncertainties and other factors that could cause
actual results to differ materially from those expressed or implied
by such forward-looking statements. Given those risks and
uncertainties, prospective investors are cautioned not to place
undue reliance on forward-looking statements. Forward-looking
statements speak only as of the date of such statements and, except
as required by the UK Financial Conduct Authority ("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.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. 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.
Cantor Fitzgerald Europe, which is authorised and regulated in
the United Kingdom by the FCA, is acting exclusively for the
Company and for no one else in connection with the Placing and will
not be responsible to anyone other than the Company for providing
the protections afforded to clients of Cantor Fitzgerald Europe or
for providing advice in relation to the Placing, or any other
matters referred to in this Announcement.
Cairn, which is authorised and regulated in the United Kingdom
by the FCA, is acting exclusively for the Company and for no one
else in connection with the Placing and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of Cairn or for providing advice in relation to
the Placing, or any other matters referred to in this
Announcement.
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by or on
behalf of the Company (except to the extent imposed by law or
regulations) Cantor Fitzgerald Europe or Cairn or by their
affiliates or their respective agents, directors, officers and
employees as to, or in relation to, the contents of this
Announcement, including its accuracy, completeness or verification
or for any other statement made or purported to be made by any of
them, or on their behalf, the Company or any other person in
connection with the Company, the Placing or Admission or for any
other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefore is expressly disclaimed. Each of Cantor
Fitzgerald Europe, Cairn and their respective affiliates and agents
disclaims to the fullest extent permitted by law all and any
responsibility or liability whatsoever, whether arising in tort,
contract or otherwise, which it might otherwise have in respect of
this Announcement or any such statement.
The New Shares to be issued pursuant to the Placing and Open
Offer will not be admitted to trading on any stock exchange other
than to trading on AIM.
The Appendix to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
person who is invited to and who chooses to participate in the
Placing by making or accepting an oral and legally binding offer to
acquire Placing Shares will be deemed to have read and understood
this Announcement in its entirety and to be making such offer on
the terms and subject to the conditions set out in this
Announcement and to be providing the representations, warranties,
undertakings and acknowledgements contained in the Appendix.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, AND THE INFORMATION
CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE
LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO
APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT, INCLUDING THIS APPIX, AND THE TERMS AND
CONDITIONS SET OUT IN THIS APPIX ARE DIRECTED ONLY AT: (A) PERSONS
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU
PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC, AS AMED
FROM TIME TO TIME, AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE
MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE")
("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN
ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE
TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED
ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY
BE RESTRICTED OR PROHIBITED BY LAW OR REGULATION. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
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 FOR THE SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933 (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES ABSENT REGISTRATION UNDER THE
SECURITIES ACT OR AN EXEMPTION FROM, OR IN 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. THE
PLACING SHARES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES
IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN RELIANCE
ON, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES LAWS AND REGULATIONS OF AUSTRALIA, CANADA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA, AND MAY NOT BE OFFERED,
SOLD, RESOLD, OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN
AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA, OR IN ANY
JURISDICTION WHERE IT IS UNLAWFUL TO DO SO, EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING
SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR
ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Sole Bookrunner will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability 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.
Persons who are invited to and who choose to participate in the
Placing by making an oral or written offer to acquire Placing
Shares, including any individuals, funds or others on whose behalf
a commitment to acquire Placing Shares is given (the "Placees"),
will be deemed: (i) to have read and understood this Announcement,
including this Appendix, in its entirety; and (ii) to be
participating and making an offer for Placing Shares 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:
a) 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;
b) it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it has authority to exercise, and is exercising, investment
discretion and has authority to make and does make the
representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement;
c) 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; and
d) if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, 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 circumstances
which may give rise to an offer of securities to the public other
than an offer or resale to Qualified Investors in a member state of
the EEA which has implemented the Prospectus Directive, or in
circumstances in which the prior consent of the Sole Bookrunner has
been given to each such proposed offer or resale.
Details of the Placing and Open Offer Agreement, the Placing
Shares and the Bookbuild
Cantor Fitzgerald Europe is acting as broker and Sole Bookrunner
in connection with the Placing and has entered into the Placing and
Open Offer Agreement with the Company and Cairn under which it has
conditionally agreed to use its reasonable endeavours to procure
Placees to take up the Placing Shares, on the terms and subject to
the conditions set out therein and in this Appendix. The Placing is
not being underwritten.
Cantor Fitzgerald Europe will today commence the bookbuilding
process to determine demand for participation in the Placing by
potential Placees. 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 Sole Bookrunner shall be entitled to effect the Placing by
such alternative method to the Bookbuild as it may, in its absolute
discretion following consultation with the Company, determine.
The Placing Shares will, as from the date when they are issued,
be fully paid up and rank pari passu in all respects with the
Existing Ordinary Shares then in issue.
Application for listing and admission to trading
Application will be made to the London Stock Exchange for the
Placing Shares and the Open Offer Shares to be admitted to trading
on AIM ("Admission"). On the assumption that, amongst other things,
Resolution 1 is passed by Shareholders at the General Meeting, it
is expected that Admission will become effective and that dealings
in the Placing Shares and Open Offer Shares will commence at 8.00
a.m. on 7 June 2019.
Participation in, and principal terms of, the Placing
1. The Sole Bookrunner is arranging the Placing as agent of the
Company for the purpose of procuring Placees at the Issue Price for
the Placing Shares.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Sole Bookrunner. The Sole Bookrunner and its affiliates are
entitled to enter bids as principal in the Bookbuild.
3. The final number of Placing Shares will be agreed between the
Sole Bookrunner and the Company following completion of the
Bookbuild. The final number of Placing Shares to be issued will be
announced on a Regulatory Information Service following completion
of the Bookbuild.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing to their usual
sales contact at the Sole Bookrunner. Each bid should state the
number of Placing Shares which the prospective Placee wishes to
subscribe for at the Issue Price. Bids may be scaled down on the
basis referred to in paragraph 7 below.
5. The Bookbuild is expected to close no later than 4.30 p.m.
(London time) on 20 May 2019, but may be closed earlier or later,
at the discretion of the Sole Bookrunner. The Sole Bookrunner may,
in agreement with the Company, accept bids (either in whole or in
part) that are received after the Bookbuild has closed.
6. Each Placee's allocation will be confirmed to Placees orally
by the Sole Bookrunner following the close of the Bookbuild, and a
trade confirmation or contract note will be dispatched as soon as
possible thereafter. The terms of this Appendix are deemed to be
incorporated in the form of confirmation. The Sole Bookrunner's
oral confirmation to such Placee will constitute an irrevocable
legally binding commitment upon such person (who will at that point
become a Placee) in favour of the Sole Bookrunner and the Company,
pursuant to which such Placee agrees to acquire the number of
Placing Shares allocated to it and to pay or procure payment of the
relevant Issue Price in respect of such shares on the terms and
conditions set out in this Appendix and in accordance with the
Company's corporate documents.
7. Subject to paragraphs 3 and 4 above, after consultation with
the Company as to the allocation of the Placing Shares to Placees,
the Sole Bookrunner will, in effecting the Placing, determine the
identity of the Placees and the basis of allocation of the Placing
Shares.
8. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and, after confirmation (oral or
otherwise) by the Sole Bookrunner, will be legally binding on the
Placee on behalf of which it is made and except with the Sole
Bookrunner's consent will not be capable of variation or revocation
after the time at which it is submitted. Each Placee will also have
an immediate, separate, irrevocable and binding obligation, owed to
the Sole Bookrunner, to pay or procure payment to it (or as it may
direct) in cleared funds an amount equal to the product of the
Issue Price and the number of Placing Shares that such Placee has
agreed to acquire.
9. Except as required by law or regulation, no press release or
other announcement will be made by the Sole Bookrunner 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.
10. 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".
11. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable and permissible by law)
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 and
Open Offer Agreement".
12. By participating in the Bookbuild, 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 after confirmation (oral
or otherwise) by the Sole Bookrunner.
13. To the fullest extent permissible by law, neither the Sole
Bookrunner, the Company nor any of their respective affiliates or
persons acting on behalf of any of them shall have any
responsibility or liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
neither the Sole Bookrunner, nor the Company, nor any of their
respective affiliates or persons acting on behalf of any of them
shall have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) in respect of the Sole
Bookrunner's conduct of the Bookbuild or of such alternative method
of effecting the Placing as the Sole Bookrunner and the Company may
agree. Nothing in this paragraph excludes liability of any person
for fraud or fraudulent misrepresentation made by that person.
Conditions of the Placing
The Placing is conditional upon the Placing and Open Offer
Agreement becoming unconditional and not having been terminated in
accordance with its terms. The Sole Bookrunner's and the Nomad's
obligations under the Placing and Open Offer Agreement are
conditional on certain conditions, including inter alia:
a) the Company having complied with certain specified
obligations under the Placing and Open Offer Agreement (to the
extent such obligations fall to be performed prior to Admission)
including the Company allotting, conditional on Admission, the
Placing Shares subject to the Articles;
b) Resolution 1 having been duly passed without amendment by the
required majority at the General Meeting;
c) the delivery by the Company to the Sole Bookrunner of certain
documentary conditions precedent; and
d) Admission of the Placing Shares occurring at 8:00 a.m.
(London time) on 7 June 2019 (or such later time and/or date, not
being later than 8:00 a.m. (London time) on 28 June 2019, as the
Company, the Sole Bookrunner and Cairn may otherwise agree).
If: (i) any of the conditions contained in the Placing and Open
Offer Agreement in relation to Admission, including those described
above, are not fulfilled or (where applicable and permissible by
law) waived or extended in writing by the Sole Bookrunner and Cairn
by the relevant time or date specified (or such later time or date
as the Company, the Sole Bookrunner and Cairn may agree); or (ii)
prior to Admission the Placing and Open Offer Agreement is
terminated in accordance with its terms including, inter alia, in
the circumstances specified below, the Placing will lapse and the
Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by it in respect
thereof.
The Sole Bookrunner and Cairn may, at their discretion, extend
the time for satisfaction of, or, where applicable and permissible
by law, waive compliance by the Company with, the whole or any part
of certain of the Company's obligations in relation to the
conditions in the Placing and Open Offer Agreement. Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement.
The Sole Bookrunner 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 or to extend the time and/or 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 the
Sole Bookrunner.
During the period of 40 days after the later of the commencement
of the Placing and the closing of the Placing, the Placing Shares
may not be offered, sold or delivered within the United States or
to, or for the account or benefit of, U.S. persons (other than
Placing Shares sold pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act) and an offer or sale of the Placing Shares within
the United States during this period by any dealer (whether or not
participating in the Placing) may violate the registration
requirements of the Securities Act, if such offer or sale is made
otherwise than pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act. Terms used in this paragraph have the respective meanings
given to them by Regulation S under the Securities Act.
Right to terminate under the Placing and Open Offer
Agreement
Cantor Fitzgerald Europe may, after having to the extent
practicable in the circumstances consulted with the Company and
Cairn, at any time before Admission of the Placing Shares terminate
the Placing and the Placing and Open Offer Agreement in accordance
with its terms in certain limited circumstances including, inter
alia, if:
a) any statement contained in the Placing documents has, in the
opinion of the Sole Bookrunner or Cairn (acting reasonably), been
discovered to be materially untrue, incorrect or misleading; or
b) there has, in the opinion of the Sole Bookrunner or Cairn
(acting reasonably), been a material breach of any of the
warranties or any other obligations on the part of the Company
under the Placing and Open Offer Agreement which is material in the
context of the Placing.
Cantor Fitzgerald Europe may also, after having to the extent
practicable in the circumstances consulted with the Company and
Cairn, terminate the Placing and Open Offer Agreement, in
accordance with its terms if, at any time prior to Admission of the
Placing Shares, inter alia, there happens, develops or comes into
effect:
(a) any occurrence of any kind which (by itself or together with
any other such occurrence) in the Sole Bookrunner's or Cairn's
reasonable opinion is likely to materially and adversely affect the
market's position or prospects of the Group taken as a whole;
or
(b) 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 the reasonable opinion of the
Sole Bookrunner or Cairn is materially adverse to the Placing.
By participating in the Placing, Placees agree that the exercise
by Cantor Fitzgerald Europe of any right of termination or other
discretion under the Placing and Open Offer Agreement shall be
within the absolute discretion of Cantor Fitzgerald Europe (acting
in accordance with the terms of the Placing and Open Offer
Agreement) and that it need not make any reference to, or consult
with, Placees and that it shall have no liability to Placees
whatsoever in connection with any such exercise.
No Prospectus
No offering document or prospectus has been or will be submitted
to be approved by the FCA or submitted to the London Stock Exchange
in relation to the Placing.
Placees' commitments will be made solely on the basis of the
information contained in this Announcement (including this
Appendix) released by the Company today and subject to the further
terms set forth in any contract note to be provided to individual
Placees. Each Placee, by accepting a participation in the Placing,
agrees that the content of this Announcement (including this
Appendix) and all other publicly available information previously
published by the Company by notification to a Regulatory
Information Service 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 or Sole Bookrunner or any other person and
neither the Company nor the Sole Bookrunner nor any other person
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
Group in accepting a participation in the Placing. Nothing in this
paragraph shall exclude the liability of any person for fraud or
fraudulent misrepresentation by that person.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00B9GQVG73) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST").
Subject to certain exceptions, the Sole Bookrunner and the Company
reserve the right to require settlement for, and delivery of, the
Placing Shares (or any part thereof) to Placees by such other means
that they deem necessary if delivery or settlement is not possible
or practicable within the CREST system within the timetable set out
in this Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation in accordance with the standing arrangements
in place with Cantor Fitzgerald Europe stating the number of
Placing Shares allocated to it at the Issue Price, the aggregate
amount owed by such Placee to the Sole Bookrunner and settlement
instructions. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in
accordance with the standing CREST or certificated settlement
instructions in respect of the Placing Shares that it has in place
with Cantor Fitzgerald Europe.
It is expected that settlement for the Placing Shares will be on
7 June 2019 in accordance with the instructions set out in the
trade confirmation.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Sole Bookrunner may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the Sole Bookrunner's account and
benefit, an amount equal to the aggregate amount owed by the
Placee. 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 (together with any
penalties) or other similar taxes imposed in any jurisdiction which
may arise upon the sale of such Placing Shares on such Placee's
behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
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 circumstances in which any stamp duty or stamp
duty reserve tax or other similar taxes or duties (including any
interests and penalties relating thereto) is payable in respect of
the allocation, allotment, issue, sale, transfer or delivery of the
Placing Shares (or, for the avoidance of doubt, if any stamp duty
or stamp duty reserve tax is payable in connection with any
subsequent transfer of or agreement to transfer Placing Shares),
neither the Sole Bookrunner or the Company shall be responsible for
the payment thereof.
Representations, Warranties and Further Terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably:
1. represents and warrants that it has read and understood the
Announcement, including this Appendix, in its entirety and that its
acquisition of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
2. acknowledges that no offering document or prospectus has been
or will be prepared in connection with the Placing and represents
and warrants that it has not received and will not receive a
prospectus or other offering document in connection with the
Placing or the Placing Shares;
3. acknowledges that the Placing does not constitute a
recommendation or financial product advice and that the Sole
Bookrunner has had no regard to its particular objectives,
financial situation or needs;
4. acknowledges that none of the Sole Bookrunner, the Company,
any of their respective affiliates, agents, directors, officers or
employees has provided, nor will provide, it with any material
regarding the Placing Shares or the Company other than this
Announcement; nor has it requested any of the Sole Bookrunner, the
Company, any of their respective affiliates or any person acting on
behalf of any of them to provide it with any such information;
5. acknowledges that the Existing Ordinary Shares are listed on
AIM and that the Company is therefore required to publish certain
business and financial information in accordance with the rules and
practices under the AIM Rules, which includes a description of the
Company's business and the Company's financial information,
including balance sheets and income statements, and that it is able
to obtain or access such information, or comparable information
concerning other publicly traded companies, in each case without
undue difficulty;
6. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that neither the
Sole Bookrunner, nor its affiliates or any person acting on behalf
of it, has or shall have any liability for any information,
representation or statement contained in, or omission from, this
Announcement or any information previously published by or on
behalf of the Company, pursuant to applicable laws, 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 Placing Shares is contained in this Announcement
and any information previously published by the Company by
notification to a Regulatory Information Service, such information
being all that such Placee deems necessary or appropriate and
sufficient to make an investment decision in respect of the Placing
Shares and that it has neither received nor relied on any other
information given, or representations, warranties or statements
made, by the Sole Bookrunner or the Company nor any of their
respective affiliates, agents, directors, officers or employees and
the Sole Bookrunner or the Company or any such affiliate, agent,
director, officer or employee 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, provided that nothing in this paragraph excludes the
liability of any person for fraud or fraudulent misrepresentation
made by that person;
7. acknowledges and agrees that it may not rely, and has not
relied, on any investigation that the Sole Bookrunner, any of its
affiliates or any person acting on its behalf, may have conducted
with respect to the Placing Shares or the Company, and none of such
persons has made any representation, express or implied, with
respect to the Company, the Placing Shares or the accuracy,
completeness or adequacy of the information in this Announcement or
any other publicly available information; each Placee further
acknowledges that it has conducted its own investigation of the
Company and made its own assessment of the Placing Shares and has
received all information it believes necessary or appropriate in
connection with its investment in the Placing Shares;
8. acknowledges that it has made its own assessment and has
satisfied itself concerning the relevant tax, legal, currency and
other economic considerations relevant to its investment in the
Placing Shares;
9. acknowledges that none of the Sole Bookrunner, its affiliates
nor any person acting on behalf of any of them has or shall have
any liability for any information made publicly available by or in
relation to the Company or any representation, warranty or
statement relating to the Company or the Group contained therein or
otherwise, provided that nothing in this paragraph excludes the
liability of any person for fraud or fraudulent misrepresentation
made by that person;
10. represents and warrants that (i) it is and, at the time the
Placing Shares are subscribed for, will be outside the United
States and subscribing for the Placing Shares in an "offshore
transaction" in accordance with Rule 903 or Rule 904 of Regulation
S; (ii) if acquiring the Placing Shares for the account of one or
more other persons, it has full power and authority to make the
representations, warranties, agreements, undertakings and
acknowledgements herein on behalf of each such person; (iii) it is
not acquiring the Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S or as a result of any
"general solicitation" or "general advertising" within the meaning
of Rule 502(c) of Regulation D of the Securities Act; and (iv) it
will not publish, distribute or transmit this Announcement or any
other document or information related to the Placing, by any means
or media, directly or indirectly, in whole or in part, in or into
or from the United States;
11. acknowledges that it understands that the Placing Shares
have not been, and will not be, registered under the Securities Act
and may not be offered, sold, resold or transferred, directly or
indirectly, in or into or from the United States, except in
accordance with Regulation S or pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act;
12. acknowledges that in making any decision to acquire Placing
Shares it (i) has such knowledge and experience in financial and
business matters to be capable of evaluating the merits and risks
of subscribing for or purchasing the Placing Shares, (ii) will not
look to the Sole Bookrunner for all or part of any loss it may
suffer as a result of any such subscription or purchase, (iii) is
experienced in investing in securities of this nature in this
sector and is aware that it may be required to bear, and is able to
bear, the economic risk of an investment in the Placing Shares,
(iv) is able to sustain a complete loss of an investment in the
Placing Shares and (v) has no need for liquidity with respect to
its investment in the Placing Shares;
13. undertakes, unless otherwise specifically agreed with the
Sole Bookrunner, that it is not and at the time the Placing Shares
are acquired, neither it nor the beneficial owner of the Placing
Shares will be, a resident of Australia, Canada, Japan or South
Africa and further acknowledges that the Placing Shares have not
been and will not be registered under the securities legislation of
Australia, Canada, Japan or South Africa and, subject to certain
exceptions, may not be offered, sold, transferred, delivered or
distributed, directly or indirectly, in or into any of those
jurisdictions;
14. represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96
of the Finance Act 1986 (depositary receipts and clearance
services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer Placing Shares into a clearance service;
15. represents and warrants that it has complied with its
obligations: (i) under the Criminal Justice Act 1993 and the Market
Abuse Regulation (EU 596/2014); (ii) in connection with the laws of
all relevant jurisdictions which apply to it and it has complied,
and will fully comply, with all such laws (including where
applicable, the Anti-Terrorism, Crime and Security Act 2001, the
Proceeds of Crime Act 2002 (as amended) and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017) and that it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act
1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations ((i), (ii), (a) and (b), together,
the "Regulations") and rules and guidance on anti-money laundering
produced by the FCA and, if it is 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; and it is permitted to subscribe for
Placing Shares in accordance with the laws of all relevant
jurisdictions which apply to it and it has have complied, and will
fully comply, with all such laws (including where applicable, the
Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime
Act 2002 (as amended) and the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations
2017);
16. where a Placee is acting as agent for discretionary managed
clients, the Sole Bookrunner and the Company acknowledge that:
(a) the Placee is acting at all times as agent for and on behalf
of certain discretionary managed clients of whom it has
discretionary management authority (the "Funds");
(b) the Placee shall have no liability as principal to acquire
and pay for the Placing Shares allocated to it as agent for and on
behalf of the Funds or in respect of each Fund's obligations under
the Placing who will hold the Placing Shares through a custodian;
and
(c) all representations, warranties and undertakings are given
by the Placee as agent and not as principal.
For the avoidance of doubt, nothing in these terms and
conditions is intended to create joint and several liability
between the Funds. The Sole Bookrunner and the Company acknowledge
and agree that any liabilities of a Fund incurred hereunder shall
be limited to the property of that Fund and under no circumstances
shall there be recourse to the assets of any other fund within the
same umbrella as the Fund or any other Fund in respect of those
liabilities;
17. represents and warrants that it is acting as principal only
in respect of the Placing or, if it is acting for any other person
it is duly authorised to do so and has full power to make the
acknowledgments, warranties, representations, undertakings, and
agreements herein on behalf of each such person;
18. if a financial intermediary, as that term is used in Article
3(2) of the EU Prospectus Directive, represents, warrants and
undertakes that the Placing Shares purchased by it in the Placing
will not be acquired on a non-discretionary basis on behalf of, nor
will they be acquired with a view to their offer or resale to,
persons in a Member State of the EEA which has implemented the
Prospectus Directive other than Qualified Investors, or in
circumstances in which the prior consent of the Sole Bookrunner has
been given to the offer or resale;
19. represents, warrants and undertakes that it has not offered
or sold and will not offer or sell any Placing Shares to persons in
the United Kingdom, except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in the United
Kingdom within the meaning of section 85(1) of the FSMA;
20. represents, warrants and undertakes that it has not offered
or sold and will not, prior to Admission, offer or sell any Placing
Shares to persons in the EEA 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
(within the meaning of the Prospectus Directive) in any member
state of the EEA;
21. represents, warrants and undertakes that 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 the
FSMA) relating to the Placing Shares in circumstances in which
section 21(1) of the FSMA does not require approval of the
communication by an authorised person;
22. represents, warrants and undertakes that it has complied and
will comply with all applicable provisions of the FSMA with respect
to anything done by it in relation to the Placing Shares in, from
or otherwise involving the United Kingdom;
23. represents and warrants, if in a member state of an Economic
Area, unless otherwise specifically agreed with the Sole Bookrunner
in writing, that it is a "Qualified Investor";
24. represents and warrants, if in the United Kingdom, that it
is a person (i) having professional experience in matters relating
to investments who falls within the definition of "investment
professionals" in Article 19(5) of the Order or (ii) who falls
within Article 49(2) (a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order, or (iii) to whom
this Announcement may otherwise lawfully be communicated;
25. acknowledges and agrees that no action has been or will be
taken by either the Company or the Sole Bookrunner or any person
acting on behalf of the Company or the Sole Bookrunner 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;
26. represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of
all relevant jurisdictions and that it has fully observed such laws
and obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it
to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf it is acting, all necessary
consents and authorities to agree to the terms set out or referred
to in this Appendix) and will honour such obligations and that, to
the best of its knowledge and belief it has not taken any action or
omitted to take any action which will or may result in the Sole
Bookrunner, the Company or any of their respective directors,
officers, agents, employees or advisers acting in breach of the
legal or regulatory requirements of any jurisdiction in connection
with the Placing;
27. undertakes that it (and any person acting on its behalf)
will make or procure payment in respect of the Placing Shares
allocated to it in accordance with this Appendix on the due time
and date set out herein, failing which the relevant Placing Shares
may be placed with other acquirers or sold as the Sole Bookrunner
may in its sole discretion determine and without liability to such
Placee, who will remain liable for any amount by which the net
proceeds of such sale fall short of the product of the relevant
Issue Price and the number of Placing Shares allocated to it and
may be required to bear any stamp duty, stamp duty reserve tax or
other similar taxes (together with any penalties) which may arise
upon such placing or sale of such Placee's Placing Shares;
28. acknowledges neither the Sole Bookrunner, nor any of its
affiliates, agents, directors, officers or employees are making any
recommendations to it or 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 the Sole Bookrunner in
connection with its participation in the Placing and that the Sole
Bookrunner has no duty nor responsibility to it for providing the
protections afforded to its clients or customers or for providing
advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing and Open Offer Agreement nor for the exercise or
performance of any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
29. undertakes that 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 the Sole Bookrunner
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;
30. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to the terms and conditions
set out in this Appendix, and all non-contractual or other
obligations arising out of or in connection with them, shall be
governed by and construed in accordance with the laws of England
and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction
of the English courts as regards any claim, dispute or matter
arising out of any such contract (including any dispute regarding
the existence, validity or termination of such contract or relating
to any non-contractual or other obligation arising out of or in
connection with such contract), except that enforcement proceedings
in respect of the obligation to make or procure payment for the
Placing Shares may be taken by either the Company or the Sole
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;
31. except as set out in clause 33 below, represents and
warrants that it has neither received nor relied on any 'inside
information' (for the purposes of MAR and section 56 of the
Criminal Justice Act 1993) concerning the Company prior to or in
connection with accepting the invitation to participate in the
Placing and is not purchasing Placing Shares on the basis of
material non-public information;
32. 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, 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) dealt (or attempted to deal) in the
securities of the Company; (ii) encouraged, recommended or induced
another person to deal in the securities of the Company; or (iii)
unlawfully disclosed inside information to any person, prior to the
information being made publicly available;
33. represent, warrants and undertakes that its purchase of
Placing Shares is in full compliance with applicable laws and
regulations;
34. agrees that the Company, the Sole Bookrunner and their
respective affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements, agreements, and undertakings which are given to
the Sole Bookrunner on its own behalf and on behalf of the Company
and are irrevocable and it irrevocably authorises the Company and
the Sole Bookrunner to produce this Announcement, pursuant to, in
connection with, or as may be required by any applicable law or
regulation, administrative or legal proceeding or official inquiry
with respect to the matters set forth herein;
35. acknowledges that neither the Company nor the Sole
Bookrunner owes any fiduciary or other duties to any Placee in
respect of any acknowledgments, confirmations, undertakings,
representations, warranties or indemnities in the Placing and Open
Offer Agreement; and
36. acknowledges and agrees that its commitment to take up
Placing Shares on the terms set out in this Announcement (including
this Appendix) will continue notwithstanding any amendment that may
now 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
or the Sole Bookrunner's conduct of the Placing.
The foregoing representations, warranties, agreements,
undertakings, acknowledgements and confirmations are given for the
benefit of the Company as well as the Sole Bookrunner and are
irrevocable.
The agreement to allot and issue Placing Shares to Placees
(and/or to persons for whom such Placee is contracting as agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement also assumes that the Placing Shares are
not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into
a clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes may be
payable, for which neither the Company nor the Sole Bookrunner will
be responsible and the Placees shall indemnify the Company and the
Sole Bookrunner on an after-tax basis 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 Sole Bookrunner accordingly. Placees are
advised to consult with their own advisers regarding the tax
aspects of their subscription for Placing Shares.
The Company and the Sole Bookrunner are not liable to bear any
transfer taxes that arise on a sale of Placing Shares subsequent to
their acquisition by Placees or for transfer taxes arising
otherwise than under the laws of the United Kingdom. Each Placee
should, therefore, take its own advice as to whether any such
transfer tax liability arises and notify the Sole Bookrunner
accordingly. Furthermore, each Placee agrees to indemnify on an
after-tax basis and hold the Sole Bookrunner and the Company and
their respective affiliates harmless from any and all interest,
fines or penalties in relation to stamp duty, stamp duty reserve
tax and all other similar duties or taxes to the extent that such
interest, fines or penalties arise from the default or delay of
that Placee or its agent.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the acquisition by them of any
Placing Shares or the agreement by them to acquire any Placing
Shares.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that the Sole Bookrunner or any of its
affiliates may, at its 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 Sole Bookrunner, any money held in an account with
the Sole Bookrunner 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 the 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 Sole
Bookrunner's money in accordance with the client money rules and
will be used by the Sole Bookrunner in the course of its own
business and the Placee will rank only as a general creditor of the
Sole Bookrunner.
All times and dates in this Announcement may be subject to
amendment. The Sole Bookrunner 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.
END
MSCALMPTMBTBBML
(END) Dow Jones Newswires
May 20, 2019 02:00 ET (06:00 GMT)
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