TIDMHAYD
RNS Number : 8089Q
Haydale Graphene Industries PLC
22 February 2019
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES OF AMERICA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT NOTICE IN THE APPIX TO THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN HAYDALE GRAPHENE INDUSTRIES PLC OR
ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR
THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED
ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF
HAYDALE GRAPHENE INDUSTRIES PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION ("MAR"). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF
THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS
PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND
SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.
22 February 2019
HAYDALE GRAPHENE INDUSTRIES PLC
("Haydale" or the "Company")
Proposed placing by way of an accelerated bookbuild to raise
approximately GBP3.8 million ("Placing")
Proposed subscriptions by certain Directors and others
("Subscription")
and
Proposed open offer to raise up to GBP4.0 million ("Open
Offer")
(the Placing, Subscription and Open Offer together the
"Fundraising")
Appointment of CEO
Fundraising highlights
-- Haydale intends to raise approximately GBP3.8 million before
expenses through a Placing arranged by Arden Partners plc ("Arden")
of 190,000,000 new Ordinary Shares ("Placing Shares") at a price of
2 pence per share (being the "Issue Price") with new and existing
shareholders.
-- Further details of the Placing are set out below and in the Appendix to this Announcement.
-- Certain of the Directors of Haydale, namely David Banks,
Keith Broadbent, Laura Redman-Thomas and Roger Humm, and other(s)
intend to subscribe for, in aggregate, approximately GBP0.2 million
of new Ordinary Shares at the Issue Price, following publication of
this announcement in respect of the Fundraising.
-- In addition to the Placing and Subscription, the Company
considers that it is important that all Shareholders be given an
opportunity to participate in the Fundraising and is providing all
Qualifying Shareholders with the opportunity to subscribe for an
aggregate of up to 200,000,000 new Ordinary Shares ("Open Offer
Shares") at the Issue Price per share, to raise approximately
GBP4.0 million (before expenses), on the basis of 7 New Shares for
every 1 Existing Ordinary Share held on the Record Date (the "Open
Offer"). Shareholders subscribing for their full entitlement under
the Open Offer may also request additional Open Offer Shares
through the Excess Application Facility.
-- The funds raised from the Fundraising will be used to fund
general working capital, restructuring costs and investment in
equipment alongside the delivery of short-term commercial
targets.
-- Completion of the Fundraising is subject, inter alia, to
Shareholder approval of certain resolutions to enable the issue of
the New Ordinary Shares, which will be sought at a General Meeting
of the Company expected to be held at 10.00 a.m. on 12 March
2019.
-- On the passing of the necessary Shareholder resolutions to
approve the Fundraising Keith Broadbent, COO, will be appointed CEO
of the Group and lead the executive management team as the Group
moves towards profitability.
-- Admission of the New Ordinary Shares ("Admission") is
expected to take place on 13 March 2019.
-- A Circular containing further details of the Fundraising and
including a notice convening the General Meeting and 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.haydale.com.
Expected timetable: 2019
Record Date for entitlement under the Open Offer 6.00 p.m. 20 February
Announcement of the Fundraising and Bookbuild commences 7.01 a.m. 22 February
Publication of the Circular and Form of Proxy 22 February
Ex-entitlement Date of the Open Offer 8.00 a.m. 22 February
Open Offer Entitlements credited to stock accounts of Qualifying As soon as possible after 8.00 a.m. 25 February 2019
CREST Shareholders in CREST
Recommended latest time for requesting withdrawal of Open Offer 4.30 p.m. 5 March 2019
Entitlements from CREST
Latest time and date for depositing Open Offer Entitlements into 3.00 p.m. 6 March 2019
CREST
Latest time and date for splitting Application Forms (to satisfy 3.00 p.m. 7 March 2019
bona fide market claims only)
Latest time and date for receipt of completed Forms of Proxy and 10.00 a.m. 8 March
receipt of electronic proxy
appointments via the CREST system for the General Meeting
Latest time and date for receipt of completed Application Forms 11.00 a.m. 11 March 2019
and payment in full under
the Open Offer and settlement of relevant CREST instructions (as
appropriate)
Announcement of the result of the Open Offer 12 March
General Meeting 10.00 a.m. 12 March
Announcement of results of General Meeting 12 March
Admission and commencement of dealings in the New Shares 8.00 a.m. 13 March
New Shares in uncertificated form expected to be credited to As soon as possible after 8.00 a.m. 13 March 2019
accounts in CREST
Despatch of definitive share certificates for the New Shares in 27 March
certificated form
Each of the times and dates above refer to London time and are
subject to change by the Company. Any such change will be notified
to Shareholders by an announcement on a Regulatory Information
Service. The Circular will contain further details of the expected
timetable for the Fundraising and General Meeting and
Admission.
Further information on the Fundraising and Admission is included
in the section headed 'Additional Information' below. Attention is
also drawn to the section headed 'Important Information' of this
Announcement and the terms and conditions of the Placing
(representing important information for Placees only) in the
Appendix to this Announcement.
Capitalised terms used but not defined in this Announcement
shall have the meanings given to such terms in the section headed
'Definitions' below save that any capitalised term defined in the
Appendix shall have such meaning in the Appendix to the exclusion,
in the Appendix only, of any definition of such term elsewhere in
this Announcement.
This Announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market
soundings (as defined in MAR) were taken in connection with the
Fundraising as a result of which certain persons became aware of
inside information (as defined in MAR), as permitted by MAR. This
inside information is set out in this Announcement. Therefore,
those persons that received such inside information in a market
sounding are no longer in possession of such inside information
relating to the Company and its securities.
Further enquiries:
Haydale Group Tel: 01269 842 946
David Banks Interim Executive Chairman
Keith Broadbent Chief Operating Officer
Arden Partners Tel: 0207 614 5900
Paul Shackleton / Ruari McGirr / Benjamin Cryer Corporate Finance
Fraser Marshall Corporate Broking
ADDITIONAL INFORMATION
Use of Proceeds
The net proceeds of the Fundraising are expected to be applied
to general working capital and specific capital investment in inks
(in both the UK and Taiwan) and pre-preg in the UK. The capital
investment planned is expected to support the immediate commercial
opportunities identified and being pursued by the Group. This
investment reflects the Group's strategy to focus resources on
customers and markets that the Directors believe are closest to
generating commercial orders, at scale.
The Directors have undertaken a review of operations and the
sales target with an intention to focus the business on realising
commercial revenues in the short and medium term. Accordingly, the
Group intends to focus on three core areas:
Silicon Carbide (SiC)
The Group previously acquired a US based nano-2D business with a
long-term order book and regular repeat sales of c.$3.5 million per
annum. This division currently accounts for the majority of the
Group's sales and profitability. Recently the Group has made
significant investment of approximately $1.5 million in the
division to produce a higher value product, 'Blanks'. This is
expected to launch in March 2019. The Blanks project has been
driven by customer demand and is pre-qualified with three leading
industrial manufacturers. The Directors expect the SiC division to
grow its sales at approximately 30 per cent per annum.
Functionalised Inks
The Group has developed functionalised graphene inks that the
Directors believe are more stable and accurate than those available
from its competitors. The Group has previously announced a number
of developments with commercial partners, including the
commencement of supply of functionalised ink to a major print house
in Taiwan for use in biomedical sensors. Additionally, the Group's
facility in Ammanford is producing pressure sensor ink for use in
wearables. This includes a functionalised piezoresistive ink for
deployment in diagnostic helmets able to measure and collect high
quality impact and pressure data. Haydale's inks are also being
designed into garments being designed by leading wearables
manufacturer Makalot with which Haydale has signed a Joint
Development Agreement ("JDA"). The JDA allows the parties to
quickly co-develop screen printable conductive graphene inks to
produce smart sensors to be incorporated into wearable products for
a range of Makalot's existing customers. The Group has previously
supplied more than 30kg of ink to Makalot for pre-production and
production trials. This graphene-based ink recently passed
washability tests, a key milestone along the way to mass
production.
Graphene Composites
Previously the Group has invested significant time and expense
in gaining an understanding of graphene enhanced composites. The
development cycle has proved longer than originally expected and
the Group has therefore reduced the cost and is utilising its
knowledge in faster adopting markets. This includes utilising
graphene enhanced pre-preg in bicycles and niche automotive
markets. Working capital will be deployed by the Group in
supporting the ongoing development and commercialisation of the
Group's products. The Directors also intend to retain a focus on
the cost control and expect to incur one off restructuring costs
over the next 6 months.
Appointment of CEO
Haydale is pleased to announce the appointment of Keith
Broadbent as CEO, subject to the passing of all Resolutions at the
General Meeting. Keith is currently COO of the Group having joined
the Company in July 2017 and was subsequently appointed to the
Board in September 2018. Prior to joining the Board, Keith was
Managing Director of the Group's Resins, Polymers and Composites
SBU.
Since joining the Board, Keith has led, in conjunction with
Laura Redman-Thomas (CFO), a review of the Group's operations in
order to re-focus the Group on areas where it can achieve
commercial success in the short and medium term. As part of this
review, the Board has also considered the cost base of the Group
relative to its existing operational scale resulting in an
annualised GBP1.0 million reduction in its S,G&A costs, as
previously announced on 9 November 2018.
Prior to joining Haydale, Keith held a number of senior
operational and commercial positions which covered aerospace,
automotive, defence, marine and medical sectors. His experience
includes significant multi-site responsibilities in both the UK and
internationally. The companies Keith has worked for include
Princess Yachts International, Sunseeker, TT Electronics and most
recently at Ultra Electronics. Keith has demonstrated a strong
track record in the delivery of budgets, high level customer
service and enhancing shareholder value.
Current Trading
The Directors continue to implement the management actions
already started to re-set the cost base, reducing central cost, and
consolidate the Group's position over the next 6 months. There will
be a marginal impact on sales in the current financial year as
restructuring continues and operational changes are bedded in. The
Group is looking to leverage the significant investment already
made in the Group's US business to create a stable platform for the
Group to achieve its plan to profitability and cash breakeven in
the near term. While the Directors believe in the long-term
prospects of the Group and its opportunity as set out above, in the
short term it is expected to require cash financing. Accordingly,
should the Fundraising not proceed the Directors will need to
consider alternative funding options and there can be no guarantee
that funding will be available to the Group or on terms that enable
the Group to continue its operations.
Further details of the Group's trading in the six months to 31
December 2018 are set out in the Group's unaudited interim results
which were also released today.
The Placing
The Company is proposing to raise approximately GBP3.8 million
(before expenses) pursuant to the Placing. The Placing will be
conducted by the Company in accordance with the terms and
conditions set out in the Appendix to this Announcement. The
Placing is being conducted through an accelerated bookbuilding
process which will commence immediately following this
Announcement.
The Bookbuild will determine final demand for and participation
in the Placing. The Bookbuild is expected to close not later than
4.30 p.m. (London) today, 22 February 2019, but may be closed at
such earlier or later time as Arden may after consultation with the
Company, in its absolute discretion, determine. The allocations
will be determined at the absolute discretion of Arden and will be
confirmed orally or by email by Arden following the close of the
Bookbuild. A further announcement will be made following the
completion of the Bookbuild (the "Result of Bookbuild
Announcement").
The Appendix (which forms a part of this Announcement) contains
the detailed terms and conditions of the Placing.
The Subscription
Certain directors of the Company and other(s) have indicated
that they intend to participate in the Fundraising through the
Subscriptions. Further details will be announced in the Result of
Bookbuild Announcement.
The Open Offer
The Company considers it important that Qualifying Shareholders
have an opportunity (where it is practicable for them to do so) to
participate in the Fundraising and accordingly the Company is
proposing to make the Open Offer to Qualifying Shareholders. The
Company is proposing to raise a maximum of GBP4.0 million (before
expenses) (assuming full take up of the Open Offer but being less
than the EUR8 million maximum aggregate amount permitted for this
Open Offer without requiring the publication by the Company of a
prospectus under the Prospectus Rules of the FCA) through the issue
of up to 200,000,000 Open Offer Shares.
The Open Offer Shares are proposed to be made available to
Qualifying Shareholders pursuant to the Open Offer at the Issue
Price per Open Offer Share, payable in full on acceptance. Any Open
Offer Shares not subscribed for by Qualifying Shareholders will be
available to Qualifying Shareholders under the Excess Application
Facility.
On, and subject to the terms and conditions of the Open Offer,
the Company proposes to invite 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:
7 Open Offer Shares for every 1 Existing Ordinary Share held at
the Record Date
Basic Entitlements will be rounded down to the nearest whole
number of Ordinary Shares.
Excess Entitlement
Qualifying Shareholders are also proposed to be invited to apply
for additional Open Offer Shares (up to the total number of Open
Offer Shares available to Qualifying Shareholders under the Open
Offer) as an Excess Entitlement. Any Open Offer Shares not issued
to a Qualifying Shareholder pursuant to their Basic Entitlement
will be apportioned between those Qualifying Shareholders who have
applied for an Excess Entitlement at the sole discretion of the
Board, provided that no Qualifying Shareholder shall be required to
subscribe for more Open Offer Shares than he or she has specified
on the Application Form or through CREST.
The Open Offer 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 of
them.
Qualifying Shareholders should note that the Open Offer is not a
"rights issue". Invitations to apply under the Open Offer are not
transferable unless to satisfy bona fide market claims. Qualifying
non-CREST Shareholders should be aware that the Application Form is
not a negotiable document and cannot be traded. Qualifying
Shareholders should also be aware that in the Open Offer, unlike in
a rights issue, any Open Offer Shares not applied for will not be
sold in the market nor will they be placed for the benefit of
Qualifying Shareholders who do not apply for Open Offer Shares
under the Open Offer.
Settlement and dealings
Application will be made to the London Stock Exchange for
Admission of the Open Offer Shares. It is expected that such
Admission will become effective and that dealings will commence at
8.00 a.m. on 13 March 2019.
Overseas Shareholders
The Open Offer Shares have not been and are not intended to be
registered or qualified for sale in any jurisdiction other than the
United Kingdom. Accordingly, unless otherwise determined by the
Company and effected by the Company in a lawful manner, the
Application Form will not be sent to existing shareholders with
registered addresses in any jurisdiction other than the United
Kingdom since to do so would require compliance with the relevant
securities laws of that jurisdiction. The Company reserves the
right to treat as invalid any application or purported application
for Open Offer Shares which appears to the Company or its agents or
professional advisers to have been executed, effected or despatched
in a manner which may involve a breach of the laws or regulations
of any jurisdiction or if the Company or its agents or professional
advisers believe that the same may violate applicable legal or
regulatory requirements or if it provides an address for delivery
of share certificates for Open Offer Shares, or in the case of a
credit of Open Offer Shares in CREST, to a CREST member whose
registered address would
not be in the UK.
Notwithstanding the foregoing and any other provision of this
document or the Application Form, the Company reserves the right to
permit any Qualifying Shareholder to apply for Open Offer Shares if
the Company, in their sole and absolute discretion, are satisfied
that the transaction in question is exempt from, or not subject to,
the legislation or regulations giving rise to the restrictions in
question.
Part III of the Circular together with the accompanying
Application Form, in the case of Qualifying non-CREST Shareholders,
is proposed to contain the terms and conditions of the Open
Offer.
If a Qualifying Shareholder does not wish to apply for Open
Offer Shares he should not complete or return the Application Form
or send a USE message through CREST.
IMPORTANT INFORMATION
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 Carin
or Arden or by any of their respective affiliates or agents as to
or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
This Announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company. In particular, the New
Ordinary Shares have not been, and will not be, registered under
the United States Securities Act of 1933 as amended or qualified
for sale under the laws of any state of the United States or under
the applicable laws of any of Canada, Australia, the Republic of
South Africa, Japan or New Zealand and, subject to certain
exceptions, may not be offered or sold in the United States or to,
or for the account or benefit of, US persons (as such term is
defined in Regulation S under the Securities Act) or to any
national, resident or citizen of Canada, Australia, the Republic of
South Africa, Japan or New Zealand.
The distribution or transmission of this Announcement and the
offering of the New Ordinary Shares in certain jurisdictions other
than the UK may be restricted or prohibited by law or regulation.
Persons distributing this Announcement must satisfy themselves that
it is lawful to do so. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction. No action has been taken by the Company that
would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company to
inform themselves about, and to observe, such restrictions. In
particular, this Announcement may not be distributed, directly or
indirectly, in or into the United States, Canada, the Republic of
South Africa, Australia, Japan or New Zealand. Overseas
Shareholders and any person (including, without limitation,
nominees and trustees), who have a contractual or other legal
obligation to forward this Announcement to a jurisdiction outside
the UK should seek appropriate advice before taking any action.
This Announcement includes "forward-looking statements" which
includes all statements other than statements of historical fact,
including, without limitation, those regarding the Company's
financial position, business strategy, plans and objectives of
management for future operations, or any statements preceded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates",
"would", "could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Company's
control that could cause the actual results, performance or
achievements of the Group to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are
based on numerous assumptions regarding the Company's present and
future business strategies and the environment in which the Company
will operate in the future. These forward-looking statements speak
only as at the date of this Announcement. The Company expressly
disclaims any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statements are based unless required to do so by
applicable law or the AIM Rules.
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.
Arden Partners plc, which is authorised and regulated by the FCA
in the United Kingdom, is acting as nominated adviser, lead broker
and bookrunner to the Company in connection with the Placing. Arden
Partners plc will not be responsible to any person other than the
Company for providing the protections afforded to clients of Arden
Partners plc or for providing advice to any other person in
connection with the Placing or any acquisition of shares in the
Company. Arden Partners plc is not making any representation or
warranty, express or implied, as to the contents of this
Announcement. Arden Partners plc has not authorised the contents
of, or any part of, this Announcement, and no liability whatsoever
is accepted by Arden Partners plc for the accuracy of any
information or opinions contained in this Announcement or for the
omission of any material information.
The New Ordinary Shares will not be admitted to trading on any
stock exchange other than the AIM market of the London Stock
Exchange.
The Appendix to this Announcement (which forms part of 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 (including the Appendix) 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.
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.
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Act" the Companies Act 2006, as amended
"Admission" the admission of the New Ordinary Shares 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
"Announcement" this announcement, including the Appendix
"Applicant" a Qualifying Shareholder or a person by virtue of a bona fide
market claim who lodges an Application
Form or relevant CREST instruction under the Open Offer
"Application Form" the application form relating to the Open Offer and enclosed
with this document for use by
Qualifying non-CREST Shareholders
"Arden" Arden Partners plc, the Company's nominated adviser and broker
"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 "the Directors" the directors of the Company or any duly authorised committee
thereof
"certificated" or "in certificated form" in relation to a share or other security, a share or other
security that is not in uncertificated
form, that is not in CREST
"Circular" or "Document" the circular in relation to the Fundraising to be dispatched to
Shareholders
"City Code" the City Code on Takeovers and Mergers
"Closing Price" the closing middle market quotation of a share as derived from
the AIM Appendix to the Daily
Official List of the London Stock Exchange
"Company" or "Haydale" Haydale Graphene Industries Plc a company incorporated in
England and Wales with company number
7228939 whose registered office is at Clos Fferws, Parc Hendre,
Capel Hendre, Ammanford, Carmarthenshire,
SA18 3BL
"CREST" the relevant system (as defined in the CREST Regulations 2001)
for the paperless settlement
of trades and the holding of uncertificated securities,
operated by Euroclear, in accordance
with the same regulations
"CREST Manual" the rules governing the operation of CREST, as published by
Euroclear
"CREST member" a person who has been admitted by Euroclear as a system-member
(as defined in the CREST Regulations)
"CREST participant" a person who is, in relation to CREST, a system participant (as
defined in the CREST Regulations)
"CREST payment" shall have the meaning given in the CREST Manual issued by
Euroclear
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No.
3875), as amended
"CREST sponsor" a CREST participant admitted to CREST as a CREST sponsor
"CREST sponsored member" a CREST member admitted to CREST as a sponsored member (which
includes all CREST Personal
Members)
"Enlarged Share Capital" the issued Ordinary Share capital of the Company immediately
following the issue of the New
Ordinary Shares
"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 CREST Open Offer Entitlement" in respect of each Qualifying CREST Shareholder, the
entitlement to apply for Open Offer Shares
in addition to the Basic Entitlement credited to the Qualifying
CREST Shareholder's account
in CREST, pursuant to the Excess Application Facility, which is
conditional on the Qualifying
CREST Shareholder taking up his Basic Entitlement in full and
which may be subject to scaleback
in accordance with the terms of the Open Offer to be set out in
the Circular and/or the Application
Form
"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 in
accordance with the terms of the Open Offer to be set out in
the Circular and/or the Application
Form
"Excess Shares" the Open Offer Shares for which Qualifying Shareholders may
apply under the Excess Application
Facility in addition to their Basic Entitlement
"Ex-entitlement Date" the date on which the Existing Ordinary Shares are marked 'ex'
for entitlement under the Open
Offer being 22 February 2019
"Existing Ordinary Shares" the Ordinary Shares in issue as at the date of this
Announcement being the entire issued share
capital of the Company prior to the Fundraising
"FCA" the Financial Conduct Authority of the UK
"Form of Proxy" the form of proxy to be enclosed with the Circular for use in
relation to the General Meeting
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"Fundraising" together, the Placing, the Subscriptions and Open Offer
"General Meeting" the General Meeting of the Company, convened for 10.00 a.m. on
12 March 2019 or any adjournment
thereof
"Group" together the Company and its subsidiary undertakings
"ISIN" International Securities Identification Number
"Issue Price" 2 pence
"London Stock Exchange" London Stock Exchange plc
"member account ID" the identification code or number attached to any member
account in CREST
"New Shares" or "New Ordinary Shares" together, the Placing Shares, the Subscription Shares and the
Open Offer Shares
"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
this document 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 Excess Entitlement
"Open Offer Shares" New Ordinary Shares which are proposed to be issued pursuant to
the Open Offer
"Ordinary Shares" ordinary shares of 2 pence 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, countries outside of the United Kingdom
"participant ID" the identification code or membership number used in CREST to
identify a particular CREST
member or other CREST participant
"Placees" persons who agree to subscribe for Placing Shares under the
Placing
"Placing" the conditional placing by Arden, as agent of and on behalf of
the Company, of the 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 Agreement" the conditional agreement dated 22 February 2019 between the
Company and Arden, relating
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" subject to any restrictions imposed on Overseas Shareholders,
holders of Existing Ordinary
Shares 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 this document
"Receiving Agent", "Registrar", or "Share Registrars" Share Registrars Limited The Courtyard, 17 West Street,
Farnham, Surrey GU9 7DR
"Record Date" shall have the meaning to be ascribed to in the Circular
"Regulatory Information Service" a service approved by the London Stock Exchange for the
distribution to the public of AIM
announcements and included within the list on the website of
the London Stock Exchange
"Resolutions" the resolutions to be proposed at the General Meeting, which
will be set out in the notice
of General Meeting which will be set out in the Circular
"Restricted jurisdictions" the United States, Australia, Canada, Japan, 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
"Subscribers" certain persons including certain Directors who propose to
subscribe for the Subscription
Shares pursuant to the Subscription Agreements
"Subscriptions" the proposed conditional subscriptions by the Subscribers for
the Subscription Shares at the
Issue Price proposed to be made on the terms and subject to the
conditions set out in the
Subscription Agreements
"Subscription Agreements" the conditional letter agreements proposed to be entered into
between the Company and each
of the Subscribers, relating to the Subscriptions
"Subscription Shares" New Ordinary Shares which are proposed to be issued pursuant to
the Subscriptions
"UK" the United Kingdom of Great Britain and Northern Ireland
"UKLA" the UK Listing Authority, being the FCA acting as the competent
authority for the purposes
of Part VI of the FSMA
"uncertificated" or " in uncertificated form" a share or other security recorded 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
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND
REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY ARDEN
WHO ARE (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA
WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2.1(E) OF
DIRECTIVE 2003/71/EC AS AMED FROM TIME TO TIME AND INCLUDES ANY
RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE (THE
"PROSPECTUS DIRECTIVE") AND (B) IF IN THE UNITED KINGDOM, PERSONS
WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT
PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMED (THE
"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 ("FSMA") OR (C) PERSONS
TO WHOM IT MAY OTHERWISE LAWFULLY BE 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.
The Placing Shares have not been and will not be registered
under the United States Securities Act of 1933, as amended (the
"Securities Act") or under the securities laws of any state or
other jurisdiction of the United States and may not be offered,
sold, resold or delivered, directly or indirectly, in or into the
United States, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act. No public offering of the Placing Shares is being
made in the United States. The Placing (as defined below) is being
made solely outside the United States to persons in offshore
transactions (as defined in Regulation S under the Securities Act
("Regulation S")) meeting the requirements of Regulation S. 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 an offer to sell or issue
or a solicitation of an offer to buy or subscribe for Placing
Shares in any jurisdiction including, without limitation, the
United States, Canada, Australia, Japan, the Republic of South
Africa or any other jurisdiction where the extension or
availability of the Placing or in which such offer or solicitation
is or may be unlawful (a "Prohibited Jurisdiction"). This
announcement and the information contained herein are not for
publication or distribution, directly or indirectly, to persons in
a Prohibited 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, Arden or any
Arden Affiliates or Haydale Affiliates (as defined below) 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 such
restrictions.
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.
Any indication in this announcement of the price at which the
existing Ordinary 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.
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.
Arden, which is authorised and regulated in the United Kingdom
by the FCA, is acting for Haydale and for no one else in connection
with the Placing and will not regard any other person (whether or
not a recipient of this document) as a client in relation to the
Placing or Admission and will not be responsible to anyone other
than Haydale for providing the protections afforded to clients of
Arden or for affording advice in relation to the Placing or
Admission, or any other matters referred to herein.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making or accepting an oral and/or written legally binding offer to
subscribe for Placing Shares is deemed to have read and understood
this announcement in its entirety (including this Appendix) and to
be providing the representations, warranties, undertakings,
agreements and acknowledgements contained herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR
PLACING SHARES.
A Circular explaining the background to and reasons for the
Placing and containing the Notice of General Meeting is expected to
be posted to shareholders following the close of the Bookbuilding
Process. A copy of the Circular and Notice of General Meeting will
thereafter be made available on the Company's website
www.haydale.com.
Details of the Placing and Open Offer Agreement and the Placing
Shares
The Company has today entered into the Placing and Open Offer
Agreement with Arden. Pursuant to the Placing and Open Offer
Agreement, Arden has, subject to the terms and conditions set out
therein, agreed to use reasonable endeavours, as agent of the
Company, to procure subscribers for the Placing Shares pursuant to
the Bookbuilding Process described in this announcement and as set
out in the Placing and Open Offer Agreement.
The Placing is conditional on the Placing becoming unconditional
and not being terminated in accordance with the terms of the
Placing and Open Offer Agreement.
The Placing is not being underwritten. No element of the
Fundraising is being underwritten.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, be credited as fully paid and rank
pari passu in all respects with each other and with the Ordinary
Shares then in issue, including the right to receive all dividends
and other distributions declared, made or paid in respect of the
Ordinary Shares after the date of issue of the Placing Shares.
The Placing Shares will be issued free of any encumbrance, lien
or other security interest.
Application for listing and admission to trading
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to AIM. Subject to the satisfaction
or waiver of the conditions of the Placing and Open Offer Agreement
("Conditions"), it is expected that Admission will take place and
dealings in the Placing Shares will commence on AIM on or around
8.00 a.m. on 13 March 2019.
Bookbuild
Commencing today, Arden will be conducting an accelerated
bookbuilding process (the "Bookbuilding Process") to determine
demand for participation in the Placing by Placees. This
announcement gives details of the terms and conditions of, and the
mechanics of participation in, the Placing. However, Arden will be
entitled to effect the Placing by such alternative method to the
Bookbuilding Process as it may, after consultation with the
Company, determine. No commissions will be paid by or to Placees in
respect of any participation in the Placing or subscription for
Placing Shares.
Participation in, and principal terms of, the Bookbuilding
Process
Participation in the Placing is by invitation only and will only
be available to persons who may lawfully be, and are, invited to
participate by Arden. Arden and Arden Affiliates are entitled to
participate as Placees in the Bookbuilding Process.
The book will open with immediate effect. The Bookbuilding
Process is expected to close not later than 4.30 p.m. on 22
February 2019, but may be closed at such earlier or later time as
Arden may, in its absolute discretion (after consultation with the
Company), determine. A further announcement will be made following
the close of the Bookbuilding Process detailing the the precise
number of shares to be subscribed for by the Placees at the Placing
Price (the "Result of Bookbuild Announcement").
A bid in the Bookbuilding Process will be made on the terms and
conditions in this announcement and will be legally binding on the
Placee on behalf of which it is made and, except with Arden's
consent, will not be capable of variation or revocation after the
close of the Bookbuilding Process.
A Placee who wishes to participate in the Bookbuilding Process
should communicate its bid by telephone to its usual sales contact
at Arden. Each bid should either state the number of Placing Shares
which the prospective Placee wishes to subscribe for or a fixed
monetary amount at, in either case, the Placing Price. If
successful, Arden will re-contact and confirm orally to Placees
following the close of the Bookbuilding Process the size of their
respective allocations and a trade confirmation will be despatched
as soon as possible thereafter. Arden's oral confirmation of the
size of allocations and each Placee's oral commitments to accept
the same will constitute an irrevocable legally binding agreement
in favour of the Company and Arden pursuant to which each such
Placee will be required to accept the number of Placing Shares
allocated to the Placee at the Placing Price on the terms and
subject to the conditions set out herein and in accordance with the
Company's articles of association. Each Placee's allocation and
commitment will be evidenced by a trade confirmation issued to such
Placee by Arden. The terms of this Appendix will be deemed
incorporated in that trade confirmation.
Arden reserves the right to scale back the number of Placing
Shares to be subscribed by any Placee in the event that the Placing
is oversubscribed. Arden also reserves the right not to accept
offers to subscribe for Placing Shares or to accept such offers in
part rather than in whole. The acceptance and, if applicable,
scaling back of offers shall be at the absolute discretion of
Arden.
Each Placee's obligations will be owed to the Company and to
Arden. Following the oral confirmation referred to above, each
Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the Company and Arden, as agent of the
Company, to pay to Arden (or as Arden may direct) in cleared funds
an amount equal to the product of the Placing Price and the number
of Placing Shares allocated to such Placee.
To the fullest extent permissible by law, none of Arden, any
holding company of Arden, any subsidiary of Arden, any subsidiary
of any such holding company, any branch, affiliate or associated
undertaking of any such company nor any of their respective
directors, officers and employees (each an "Arden Affiliate") nor
any person acting on their behalf shall have any liability to
Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, none of Arden, any Arden
Affiliate nor any person acting on their behalf shall have any
liability (including, to the extent legally permissible, any
fiduciary duties), in respect of its conduct of the Bookbuilding
Process or of such alternative method of effecting the Placing as
Arden may determine.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the
"Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the
securities referred to in this Announcement will be subject to a
product approval process, which is expected to determine that the
securities 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, recipients of this
Announcement should note that: the price of the securities may
decline and investors could lose all or part of their investment;
the securities offer no guaranteed income and no capital
protection; and an investment in the securities 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 and Open Offer. Furthermore
it is noted that, notwithstanding the Target Market Assessment,
Arden 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 securities.
Each distributor is responsible for undertaking its own target
market assessment in respect of the securities and for determining
appropriate distribution channels.
Persons who are invited to and who choose to participate in the
Placing, by making 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 to acquire
Placing Shares on the terms and conditions, and to be providing the
representations, warranties, acknowledgements and undertakings
contained in this Appendix.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) by whom or on whose behalf a commitment to take up Placing
Shares has been given and who has been invited to participate in
the Placing by Arden.
All obligations of Arden under the Placing will be subject to
fulfilment of the conditions referred to in this announcement
including without limitation those referred to below under
"Conditions of the Placing".
Conditions of the Placing
The Placing is conditional upon the Placing becoming
unconditional and not having been terminated in accordance with the
terms of the Placing and Open Offer Agreement.
The obligations of Arden under the Placing and Open Offer
Agreement are conditional, amongst other things, on:
1. the warranties on the part of the Company contained in the
Placing and Open Offer Agreement being true and accurate and not
misleading on and as of the date of the Placing and Open Offer
Agreement and at all times during the period up to and including
Admission;
2. the performance by the Company of its obligations under the
Placing and Open Offer Agreement to the extent that they fall to be
performed prior to Admission;
3. the obligations of Arden not having been terminated (as
described below under "Right to terminate under the Placing and
Open Offer Agreement"); and
4. Admission occurring not later than 8.00 a.m. on 13 March 2019
or such later time and/or date as Arden may agree in writing with
the Company (but in any event not later than 8.00 a.m. on 27 March
2019).
If (a) the Conditions of the Placing are not fulfilled (or to
the extent permitted under the Placing and Open Offer Agreement
waived by Arden), or (b) the Placing and Open Offer Agreement is
terminated in the circumstances specified below, the Placing will
lapse and each Placee's rights and obligations hereunder shall
cease and determine at such time and no claim may be made by a
Placee in respect thereof. None of Arden, the Company, any Arden
Affiliate, nor any holding company of the Company, any subsidiary
of the Company, any subsidiary of any such holding company, any
branch, affiliate or associated undertaking of any such company nor
any of their respective directors, officers and employees (each a
"Haydale Affiliate") shall have any liability to any Placee (or to
any other person whether acting on behalf of a Placee or otherwise)
in respect of any decision it may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any
condition in the Placing and Open Offer Agreement or in respect of
the Placing generally.
By participating in the Placing, each Placee agrees that Arden's
rights and obligations in respect of the Placing terminate, inter
alia, in the circumstances described below under "Right to
terminate under the Placing and Open Offer Agreement".
Right to terminate under the Placing and Open Offer
Agreement
Arden may, at any time before Admission and in its absolute
discretion, terminate the Placing and Open Offer Agreement with
immediate effect if, amongst other things:
1. any statement contained in any investor presentation or any
announcement relating to the Placing is untrue, incorrect or
misleading in any respect or that matters have arisen which
constitute a significant new factor;
2. any of the warranties, was, when given, or becomes, untrue, inaccurate or misleading;
3. the Company has failed to comply materially with any of its
obligations under the Placing and Open Offer Agreement;
4. any of the Conditions of the Placing have become incapable of fulfilment;
5. there has occurred any material adverse change affecting the
financial condition, operations, earnings, business affairs or
prospects of the Company and its subsidiaries; or
6. there has occurred any international crisis, act of
terrorism, outbreak of hostilities, change in national or
international financial, monetary, economic, industrial, political
or market conditions including fluctuations in exchange rates, or
the suspension of trading in securities generally on the London
Stock Exchange or the New York Stock Exchange or trading is limited
or minimum prices established on any such exchange, or the
declaration of a banking moratorium in London or by the US Federal
or New York State authorities or material disruption to any
commercial banking or securities settlement services in the US or
the UK, or there comes into effect any government regulation which
Arden in its absolute discretion believe is, will or may be
materially prejudicial to the Company or to the successful outcome
of the Placing.
By participating in the Placing, each Placee agrees with Arden
that the exercise by Arden of any right of termination or other
discretion under the Placing and Open Offer Agreement shall be
within the absolute discretion of Arden and that Arden need not
make any reference to the Placees in this regard and that, to the
fullest extent permitted by law, neither the Company, Arden, any
Arden Affiliate nor any Haydale Affiliate shall have any liability
whatsoever to the Placees in connection with any such exercise or
failure to so exercise.
No Prospectus
No offering document or prospectus has been or will be prepared
in relation to the Placing and no such prospectus is required (in
accordance with the Prospectus Directive) to be published or
submitted to be approved by the FCA and Placees' commitments will
be made solely on the basis of the information contained in this
announcement.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this announcement is exclusively the
responsibility of the Company and confirms to Arden and the Company
that it has neither received nor relied on any information,
representation, warranty or statement made by or on behalf of Arden
(other than the amount of the relevant Placing participation in the
oral confirmation given to Placees and the trade confirmation
referred to below), any Arden Affiliate, any persons acting on its
or their behalf or the Company or any Haydale Affiliate and none of
Arden, any Arden Affiliate, any persons acting on their behalf, the
Company, any Haydale Affiliate nor any persons acting on their
behalf will be liable for the decision of any Placee to participate
in the Placing based on any other information, representation,
warranty or statement which the Placee may have obtained or
received (regardless of whether or not such information,
representation, warranty or statement was given or made by or on
behalf of any such persons). By participating in the Placing, each
Placee acknowledges to and agrees with Arden for itself and as
agent for the Company that, except in relation to the information
contained in this announcement, it has relied on its own
investigation of the business, financial or other position of the
Company in deciding whether to participate in the Placing. Nothing
in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the CREST system, using the DVP
mechanism, subject to certain exceptions. Arden reserves the right
to require settlement for and delivery of the Placing Shares to
Placees by such other means as Arden may deem necessary, including,
without limitation, 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.
The expected timetable for settlement will be as follows:
Trade Date 11 March 2019
Settlement Date 13 March 2019
ISIN Code GB00BKWQ1135
SEDOL BKWQ113
Deadline for input instruction into CREST 3.00 p.m. on 11 March 2019
CREST ID for Arden 601
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation stating the number of Placing Shares allocated
to it, the Placing Price, the aggregate amount owed by such Placee
to Arden and settlement instructions. Placees should settle against
the Arden CREST ID shown above. It is expected that such trade
confirmation will be despatched on the expected trade date shown
above. Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions
which it has in place with Arden.
It is expected that settlement will take place on the Settlement
Date shown above on a DVP basis in accordance with the instructions
set out in the trade confirmation unless otherwise notified by
Arden.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the base rate of
Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations, Arden may sell any or all of the Placing Shares
allocated to the Placee on such Placee's behalf and retain from the
proceeds, for Arden's own account and profit, an amount equal to
the aggregate amount owed by the Placee plus any interest due. The
Placee will, however, remain liable for any shortfall below the
aggregate amount owed by such Placee and it may be required to bear
any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee 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 the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to any levy, stamp duty or stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither Arden nor the Company shall be
responsible for the payment thereof. Placees will not be entitled
to receive any fee or commission in connection with the
Placing.
Representations, warranties and terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf):
1. represents and warrants that it has read and understood this
announcement in its entirety (including this Appendix) and
acknowledges that its participation in the Placing and the issue of
the Placing Shares will be governed by the terms of this
announcement (including this Appendix);
2. acknowledges that no prospectus or offering document has been
or will be prepared in connection with the Placing and it has not
received and will not receive a prospectus or other offering
document in connection with the Bookbuilding Process, the Placing
or the Placing Shares;
3. agrees to indemnify on an after-tax basis and hold harmless
each of the Company, Arden, Arden Affiliates and Haydale Affiliates
and any person acting on their behalf from any and all costs,
losses, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this announcement and further agrees that the
provisions of this announcement shall survive after completion of
the Placing;
4. acknowledges that the Placing Shares will be admitted to AIM
and the Company is therefore required to publish certain business
and financial information in accordance with AIM Rule 26 and other
applicable laws and regulations (the "Exchange Information"), which
includes certain business and financial and the Company's
announcements and circulars published in the past 12 months, and
that the Placee is able to obtain or access this Exchange
Information without undue difficulty and is aware of the contents
of the Exchange Information;
5. acknowledges that none of Arden, any Arden Affiliate or any
person acting on their behalf has provided, and will not provide,
it with any material or information regarding the Placing Shares or
the Company; nor has it requested any of Arden, nor any Arden
Affiliate nor any person acting on their behalf to provide it with
any such material or information;
6. acknowledges that (i) none of Arden or any Arden Affiliate or
any person acting on behalf of any of them is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and
that participation in the Placing is on the basis that it is not
and will not be a client of Arden and that Arden does not have any
duties or responsibilities to it for providing the protections
afforded to its clients 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, and (ii) neither
it nor, as the case may be, its clients expect Arden to have any
duties or responsibilities to it similar or comparable to the
duties of "best execution" and "suitability" imposed by the Conduct
of Business Sourcebook contained in the FCA's Handbook of Rules and
Guidance, and that Arden is not acting for it or its clients, and
that Arden will not be responsible to any person other than the
Company for providing protections afforded to its clients;
7. acknowledges that the content of this announcement is
exclusively the responsibility of the Company and that none of
Arden, nor any Arden Affiliate nor any person acting on their
behalf will be responsible for or shall have any liability for any
information, representation or statement relating to the Company
contained in this announcement or any information previously
published by or on behalf of the Company and none of Arden, nor any
Arden Affiliate nor any person acting on their behalf will 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
to subscribe for the Placing Shares is contained in this
announcement, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares, and
that it has relied on its own investigation with respect to the
Placing Shares and the Company in connection with its decision to
subscribe for the Placing Shares and acknowledges that it is not
relying on any other information whatsoever and in particular it is
not relying on any investigation that Arden, any Arden Affiliate or
any person acting on their behalf may have conducted with respect
to the Placing Shares or the Company and none of such persons has
made any representations to it, express or implied, with respect
thereto;
8. acknowledges that it has knowledge and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for the
Placing Shares. It further acknowledges that it is experienced in
investing in securities of this nature and is aware that it may be
required to bear, and is able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the Placing. It
has had sufficient time to consider and conduct its own
investigation in connection with its subscription for the Placing
Shares, including all tax, legal and other economic considerations
and has relied upon its own examination of, and due diligence on,
the Company, and the terms of the Placing, including the merits and
risks involved;
9. represents and warrants that it has neither received nor
relied on any confidential price sensitive information concerning
the Company in accepting its invitation to participate in the
Placing;
10. acknowledges that it is not entitled to rely on any
information (including, without limitation, any information
contained in any management presentation given in relation to the
Placing) other than that contained in this announcement (including
this Appendix) and represents and warrants that it has not relied
on any representations relating to the Placing, the Placing Shares
or the Company other than the information contained in this
announcement;
11. acknowledges that it has not relied on any information
relating to the Company contained in any research reports prepared
by Arden or any Arden Affiliate or any person acting on their
behalf and understands that (i) none of Arden, nor any Arden
Affiliate nor any person acting on their behalf has or shall have
any liability for any public information relating to the Company or
otherwise or any representation; (ii) none of Arden, nor any Arden
Affiliate, nor any person acting on their behalf has or shall have
any liability for any additional information that has otherwise
been made available to such Placee, whether at the date of
publication, the date of this announcement or otherwise; and that
(iii) none of Arden, nor any Arden Affiliate, nor any person acting
on their behalf makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of such
information, whether at the date of publication, the date of this
announcement or otherwise;
12. represents and warrants that (i) it is entitled to acquire
the Placing Shares for which it is subscribing under the laws and
regulations of all relevant jurisdictions which apply to it; (ii)
it has fully observed such laws and regulations and obtained all
such governmental and other guarantees and other consents and
authorities which may be required or necessary in connection with
its subscription for Placing Shares and its participation in the
Placing and has complied with all other necessary formalities in
connection therewith; (iii) it has all necessary capacity to commit
to participation in the Placing and to perform its obligations in
relation thereto and will honour such obligations; (iv) it has paid
any issue, transfer or other taxes due in connection with its
subscription for Placing Shares and its participation in the
Placing in any territory; and (v) it has not taken any action which
will or may result in the Company, Arden or any Arden Affiliate or
Haydale Affiliate or any person acting on their behalf being in
breach of the legal and/or regulatory requirements of any territory
in connection with the Placing;
13. represents and warrants that it understands that the Placing
Shares have not been and will not be registered under the
Securities Act or under the securities laws of any state or other
jurisdiction of the United States and are not being offered or sold
within the United States, except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act;
14. represents and warrants that its acquisition of the Placing
Shares has been or will be made in an "offshore transaction" as
defined in and pursuant to Regulation S;
15. represents and warrants that it will not offer or sell,
directly or indirectly, any of the Placing Shares in 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;
16. represents and warrants that, if it is a financial
intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, 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 European Economic Area which
has implemented the Prospectus Directive other than "qualified
investors" as defined in Article 2.1(e) of the Prospectus
Directive, or in circumstances in which the prior consent of Arden
has been given to such an offer or resale;
17. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to the public in any
member state of the European Economic Area except in circumstances
falling within Article 3(2) of the Prospectus Directive which do
not result in any requirement for the publication of a prospectus
pursuant to Article 3 of the Prospectus Directive;
18. represents and warrants 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 FSMA) relating to the
Placing Shares in circumstances in which it is permitted to do so
pursuant to section 21 of FSMA;
19. represents and warrants that it has complied and will comply
with all applicable provisions of FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
20. 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 Financial Conduct Authority ("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);
21. if in the United Kingdom, represents and warrants that: (a)
it is a person having professional experience in matters relating
to investments who falls within the definition of "investment
professionals" in Article 19(5) of the FPO, or (b) it is a person
who falls within Article 49(2) (a) to (d) ("High Net Worth
Companies, Unincorporated Associations etc") of the FPO, or (c) it
is a qualified investor as defined in section 86(7) of FSMA, being
a person falling within Article 2.1(e)(i), (ii) or (iii) of the
Prospectus Directive, or (d) if not a person meeting the criteria
set out in (a) or (b) of this paragraph 21 or the other criteria of
qualified investors for the purposes of section 86(7) of FSMA, he
or she is a director of the Company at the time of the Placing or
(d) it is person to whom this announcement may otherwise lawfully
be communicated;
22. represents and warrants that its participation in the
Placing would not give rise to an offer being required to be made
by it or any person with whom it is acting in concert pursuant to
Rule 9 of the City Code on Takeovers and Mergers;
23. undertakes that it (and any person acting on its behalf)
will pay for the Placing Shares acquired by it in accordance with
this announcement and with any trade confirmation sent by Arden (or
on its behalf) to it in respect of its allocation of Placing Shares
and its participation in the Placing on the due time and date set
out herein against delivery of such Placing Shares to it, failing
which the relevant Placing Shares may be placed with other Placees
or sold as Arden may, in its absolute discretion, determine and it
will remain liable for any shortfall below the net proceeds of such
sale and the placing proceeds of such Placing Shares and may be
required to bear any stamp duty or stamp duty reserve tax (together
with any interest or penalties due pursuant to the terms set out or
referred to in this announcement) which may arise upon the sale of
such Placee's Placing Shares on its behalf;
24. acknowledges that none of Arden, nor any Arden Affiliate nor
any person acting on their behalf is making any recommendations to
it or advising it regarding the suitability or merits of any
transaction it may enter into in connection with the Placing, and
acknowledges that none of Arden, nor any Arden Affiliate nor any
person acting on their behalf has any duties or responsibilities to
it for providing advice in relation to the Placing or in respect of
any representations, warranties, undertakings or indemnities
contained in the Placing and Open Offer Agreement or for the
exercise or performance of any of Arden's rights and obligations
thereunder, including any right to waive or vary any condition or
exercise any termination right contained therein;
25. undertakes that (i) the person whom it specifies for
registration as holder of the Placing Shares will be (a) the Placee
or (b) the Placee's nominee, as the case may be, (ii) neither Arden
nor the Company will be responsible for any liability to stamp duty
or stamp duty reserve tax resulting from a failure to observe this
requirement and (iii) the Placee and any person acting on its
behalf agrees to acquire the Placing Shares on the basis that the
Placing Shares will be allotted to the CREST stock account of Arden
which will hold them as settlement agent as nominee for the Placee
until settlement in accordance with its standing settlement
instructions with payment for the Placing Shares being made
simultaneously upon receipt of the Placing Shares in the Placee's
stock account on a delivery versus payment basis;
26. acknowledges that any agreements entered into by it pursuant
to these terms and conditions, and any non-contractual obligations
arising out of or in connection with such agreements, shall be
governed by and construed in accordance with the laws of England
and 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 courts of England and Wales as regards any claim, dispute or
matter arising out of any such contract;
27. acknowledges that it irrevocably appoints any director of
Arden as its agent for the purposes of executing and delivering to
the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares agreed to be taken up by it under the Placing;
28. represents and warrants that it is not a resident of any
Prohibited Jurisdiction and acknowledges that the Placing Shares
have not been and will not be registered nor will a prospectus be
cleared in respect of the Placing Shares under the securities
legislation of any Prohibited Jurisdiction and, subject to certain
exceptions, may not be offered, sold, taken up, renounced,
delivered or transferred, directly or indirectly, within any
Prohibited Jurisdiction;
29. represents and warrants that any person who confirms to
Arden on behalf of a Placee an agreement to subscribe for Placing
Shares and/or who authorises Arden to notify the Placee's name to
the Company's registrar, has authority to do so on behalf of the
Placee;
30. acknowledges that the agreement to settle each Placee's
acquisition of Placing Shares (and/or the acquisition of a person
for whom it is contracting as agent) free of stamp duty and stamp
duty reserve tax depends on the settlement relating only to an
acquisition by it and/or such person direct from the Company of the
Placing Shares in question. Such agreement 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 were any such
arrangements, or the settlement related to other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor Arden will be
responsible. If this is the case, the Placee should take its own
advice and notify Arden accordingly;
31. acknowledges that when a Placee or any person acting on
behalf of the Placee is dealing with Arden, any money held in an
account with Arden on behalf of the Placee and/or any person acting
on behalf of the Placee will not be treated as client money within
the meaning of the relevant rules and regulations of the FCA. 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 in accordance with the client
money rules and will be used by Arden in the course of its
business; and the Placee will rank only as a general creditor of
Arden (as the case may be);
32. acknowledges and agrees that in order to ensure compliance
with 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, Arden (for itself and as agent on behalf of the
Company) or the Company's registrars may, in their absolute
discretion, require verification of its identity. Pending the
provision to Arden or the Company's registrars, as applicable, of
evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at Arden's absolute discretion or,
where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at Arden's or the Company's
registrars', as the case may be, absolute discretion. If within a
reasonable time after a request for verification of identity Arden
(for itself and as agent on behalf of the Company) or the Company's
registrars have not received evidence satisfactory to them, Arden
and/or the Company may, at its absolute discretion, terminate its
commitment in respect of the Placing, in which event the monies
payable on acceptance of allotment will, if already paid, be
returned without interest to the account of the drawee's bank from
which they were originally debited;
33. acknowledges and understands that the Company, Arden, and
others will rely upon the truth and accuracy of the foregoing
representations, warranties, agreements, undertakings and
acknowledgements;
34. acknowledges that the basis of allocation will be determined
by Arden at its absolute discretion and that the right is reserved
to reject in whole or in part and/or scale back any participation
in the Placing;
35. irrevocably authorises the Company and Arden to produce this
announcement pursuant to, in connection with, or as maybe required
by any applicable law or regulation, administrative or legal
proceeding or official inquiry with respect to the matters set
forth herein;
36. acknowledges and agrees that its commitment to subscribe for
Placing Shares on the terms set out herein will continue
notwithstanding any amendment that may in future be made to the
terms of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to
the Company's conduct of the Placing;
37. acknowledges and agrees that time is of the essence as
regards its obligations under this Appendix;
38. acknowledges and agrees that any document that is to be sent
to it in connection with the Placing will be sent at its risk and
may be sent to it at any address provided by it to Arden;
39. acknowledges and agrees that it will be bound by the terms
of the articles of association of the Company; and
40. acknowledges and agrees that these terms and conditions in
this Appendix and all documents into which this Appendix is
incorporated by reference or otherwise validly forms a part and/or
any agreements entered into pursuant to these terms and conditions
and all agreements to acquire shares pursuant to the Placing will
be governed by and construed in accordance with English law and it
submits to the exclusive jurisdiction of the English courts in
relation to any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by the Company or
Arden in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange.
The acknowledgements, agreements, undertakings, representations
and warranties referred to above are given to each of the Company
and Arden (for their own benefit and, where relevant, the benefit
of any Arden Affiliate or Haydale Affiliate and any person acting
on their behalf) and are irrevocable.
No claim shall be made against the Company, Arden, any Arden
Affiliate, any Haydale Affiliate, or any other person acting on
behalf of any of such persons by a Placee to recover any damage,
cost, loss, charge or expense which it may suffer or incur by
reason of or arising from or in connection with the performance of
its obligations hereunder or otherwise howsoever in connection with
the Placing or Admission.
No UK stamp duty or stamp duty reserve tax should be payable to
the extent that the Placing Shares are issued or transferred (as
the case may be) into CREST to, or to the nominee of, a Placee who
holds those shares beneficially (and not as agent or nominee for
any other person) within the CREST system and registered in the
name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a
depositary receipts system or a clearance service or to hold the
Placing Shares as agent or nominee of a person to whom a depositary
receipt may be issued or who will hold the Placing Shares in a
clearance service, or any arrangements subsequently to transfer the
Placing Shares, may give rise to stamp duty and/or stamp duty
reserve tax, for which neither the Company nor Arden will be
responsible and the Placee to whom (or on behalf of whom, or in
respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such stamp duty or
stamp duty reserve tax undertakes to pay such stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and Arden in the event that any of
the Company or any Haydale Affiliate or Arden or any Arden
Affiliate has incurred any such liability to stamp duty or stamp
duty reserve tax.
In addition, Placees should note that they will be liable for
any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the 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.
All times and dates in this announcement may be subject to
amendment. Arden shall notify the Placees and any person acting on
behalf of the Placees of any such changes.
This announcement has been issued by the Company and is the sole
responsibility of the Company.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Arden does not owe any fiduciary or other duties
to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing and Open Offer
Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Arden or any Arden Affiliate may, at
their absolute discretion, agree to become a Placee in respect of
some or all of the Placing Shares.
The rights and remedies of Arden and the Company under these
terms and conditions are in addition to any rights and remedies
which would otherwise be available to each of them and the exercise
or partial exercise or partial exercise of one will not prevent the
exercise of others.
Each Placee may be asked to disclose in writing or orally to
Arden and, if so, undertakes to provide:
1. if he is an individual, his nationality;
2. if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned; and
3. such other "know your client" information as Arden may reasonably request.
References to time in this announcement are to London time,
unless otherwise stated.
All times and dates in this announcement may be subject to
amendment.
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will", or
"should" or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements include
matters that are not historical facts. They appear in a number of
places throughout this announcement and include statements
regarding the Directors' current intentions, beliefs or
expectations concerning, among other things, the Company's results
of operations, financial condition, liquidity, prospects, growth,
strategies and the Company's markets. Forward-looking statements
may and often do differ materially from actual results. Any
forward-looking statements in this Announcement are based on
certain factors and assumptions, including the Directors' current
view with respect to future events and are subject to risks
relating to future events and other risks, uncertainties and
assumptions relating to the Company's operations, results of
operations, growth strategy and liquidity. While the Directors
consider these assumptions to be reasonable based upon information
currently available, they may prove to be incorrect. Save as
required by law or applicable regulations, the Company undertakes
no obligation to publicly release the results of any revisions to
any forward-looking statements in this announcement that may occur
due to any change in the Directors' expectations or to reflect
events or circumstances after the date of this announcement.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
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
IOEUURRRKNAUURR
(END) Dow Jones Newswires
February 22, 2019 02:01 ET (07:01 GMT)
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