TIDMHAYD
RNS Number : 2266M
Haydale Graphene Industries PLC
20 September 2021
THIS ANNOUNCEMENT, INCLUDING THE APPIX, 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, AUSTRALIA THE
REPUBLIC OF SOUTH AFRICA, JAPAN, NEW ZEALAND 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, INCLUDING THE APPIX, 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 WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR
REGULATION. 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 SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR,
YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE
APPIX WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF UK
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("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.
20 September 2021
HAYDALE GRAPHENE INDUSTRIES PLC
("Haydale" or the "Company" or the "Group")
Proposed placing by way of an accelerated bookbuild ("Placing")
and subscriptions by certain Directors and others ("Subscription")
and an offer to retail and other investors via the PrimaryBid
platform (" Retail Offer") to raise approximately GBP4.5
million
(the Placing, Subscription and the Retail Offer together the
"Fundraising")
Haydale (AIM:HAYD.L), the global technologies group and service
provider that facilitates the integration of graphene and other
nanomaterials into the next generation of industrial materials and
commercial technologies, today announces its intention to conduct a
placing of and subscription for new Ordinary Shares in each case at
6 pence per share to raise approximately GBP4.5 million. A separate
announcement will be made shortly by the Company regarding the
Retail Offer and its terms. Those investors who subscribe for new
Ordinary Shares pursuant to the Retail Offer will do so pursuant to
the terms and conditions of the Retail Offer contained in that
announcement. The Retail Offer, which is being made by the Company
via the PrimaryBid platform at the Issue Price, will provide
certain existing retail shareholders in the Company and other
retail investors with an opportunity to participate in the
Fundraise.
Placing highlights:
-- Haydale intends to raise approximately GBP4.5 million before
expenses through a fundraise arranged by Arden Partners plc
("Arden") of 75,000,000 new Ordinary Shares ("Placing Shares") at a
price of 6 pence per share (being the "Issue Price") with new and
existing shareholders.
-- Further details of the Placing including the terms and
conditions upon which the Placing is subject are set out below and
in the Appendix to this Announcement.
-- Certain of the Directors of Haydale, namely David Banks,
Keith Broadbent, Mark Chapman and Theresa Wallis intend to
participate in the fundraise for, in aggregate, approximately
590,477 new Ordinary Shares at the Issue Price, following
publication of this announcement in respect of the Placing.
-- The funds raised from the Placing will be used to fund
general working capital needs of the business.
-- Admission of the New Ordinary Shares ("Admission") is
expected to take place on or around 23 September 2021.
Further enquiries:
Haydale Graphene Industries plc Tel: 01269 842 946
Keith Broadbent Chief Executive Officer
Arden Partners Tel: 0207 614 5900
Paul Shackleton Corporate Finance
Simon Johnson Corporate Broking
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.
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, which forms part of UK law
by virtue of the European Union (Withdrawal) Act 2018 ("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.
ADDITIONAL INFORMATION
Reasons for the Fundraising and use of proceeds
The financial year-ended 30 June 2021 has taken place against
the backdrop of the Covid-19 pandemic which, whilst restraining
revenue, has acted as a catalyst to deliver on the strategic
priorities that the Group has previously set out. Notwithstanding
the challenges raised by the pandemic in several key markets the
Directors consider that the Group has delivered a resilient
performance in the year and, by focussing on elements within our
control, made solid strategic progress towards our longer-term
goals.
The Group continues to transform itself from a research and
development organisation to a manufacturing business focussed on
commercialising its portfolio of technology and securing profitable
outcomes.
The opportunities we set out last September continue to develop
and our progress towards commercialisation also includes:
- Ordering a larger plasma reactor to deliver a significant
increase in our functionalisation capacity, to move production
capacity to an industrial level from early 2022;
- Culmination of the three-year wearable technology program with
the English Institute of Sport which has produced heated garments
worn by podium athletes at Tokyo;
- Filing of a joint patent with Airbus for the lightning strike
electrical pre-preg. This technology has the potential to reduce
the weight and environmental impact of a commercial airliner;
- Signing of a collaboration agreement with ProMake Limited to
support in the delivery of Lot 2 and Lot 4 of the UK National
Microbiology Framework;
- Sale of elastomers to the footwear market and commencing
feasibility projects with several premium leisure footwear
manufacturers;
- Positive progress on the commercial roll out of
CeramycGuard(TM) - currently working closely with a number of UK
water utilities and other water facility management companies;
and
- Signing of a memorandum of understanding with Viritech for the
development of Type IV structural hydrogen tanks.
Proceeds from the Fundraising will put the Group in a stronger
position to accelerate the next stage of its development,
specifically to:
- fund working capital requirements across the next 12-18 months;
- support debt facilities in scaling up manufacturing capacity
at the Company's Ammanford site; and
- to drive forward product rollout into the US market.
Financial Update
The Directors believe that the Group has delivered a robust
performance for the year-ended 30 June 2021 given the general
economic uncertainty and the well reported headwinds in the
aerospace sector. The Group's unaudited revenue for the year of
GBP2.90 million (FY20: GBP2.95 million), showed a small decrease on
the prior year. Unaudited other operating income, which is mainly
grant funded projects, at GBP0.57 million (FY20 audited: GBP0.76
million) is below historic levels which reflects the Group's move
away from grant funded to commercial projects. The Group's
unaudited gross profit, which excludes other operating income,
reduced marginally to GBP1.98 million (FY20 audited: GBP2.06
million) delivering an unaudited gross profit margin of 68% (FY20
audited: 70%).
Group overheads reduced by 11% year on year and have reduced by
circa GBP2.4 million (31%) since FY18. For management review
purposes lease costs are treated as an operating expense as the
Directors feel that this more accurately records the trading
liabilities of the Group. The Group showed a reduced loss EBITDA of
GBP(2.76)million (FY20: GBP(3.17) million), before the application
of the changes required for the treatment of leases under IFRS 16.
Group cash and cash equivalents at the year ended 30 June 2021 was
GBP1.64 million (FY20: GBP0.82m).
Group Outlook
Whilst the Covid-19 pandemic has undoubtedly depressed demand
and subdued the Group's revenue expectations for the year ending 30
June 2021, it has not defined the Group's performance. The clear
priority remains to commercialise the Group's cutting edge
technology and the progress it has made since the last fundraise
gives the Group the confidence that it is moving towards an
inflexion point as it sees a more wide spread adoption of the
benefits that our technology offers.
The Directors remain mindful that downside risks that could
impinge on the general recovery persist, and the Group remains
dependent, to an extent, on the pace of recovery in specific
sectors such as aerospace and on the wider economy more generally.
However, the progress it is seeing reinforces the Directors' belief
that, whilst navigating the new industrial landscape will remain
challenging, it is in the knowledge that the Group is moving in the
right direction
The Group is pleased to report that it has made a positive start
to the year ending June 2022.
The Placing
The Company is proposing to raise approximately GBP4.5 million
(before expenses) pursuant to the Fundraising. 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 (the "Bookbuild" or the "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, 20 September 2021, 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
Fynamore Asset Management Limited (a company controlled by
Nicholas Money-Kyrle) and Tony Best intend to enter into
Subscription Agreements to participate in the Fundraising at the
Issue Price. Further, each of the following Directors, namely Keith
Broadbent, Mark Chapman, Theresa Wallis intend to enter into
Subscription Agreements to participate in the Fundraising at the
Issue Price. In addition, David Banks intends to participate in the
Placing and subscribe for approximately GBP9,071 of New Ordinary
Shares at the Issue Price. Further details will be announced in the
Result of Bookbuild Announcement.
Expected timetable: 2021
Announcement of the Fundraising and Bookbuild commences 7.00 a.m. 20 September
Admission and commencement of dealings in the New Shares 8.00 a.m. 23 September
New Shares in uncertificated form expected to be credited to As soon as possible after 8.00 a.m. 23 September
accounts in CREST
Dispatch of definitive share certificates for the New Shares in 7 October
certificated form
Admission, settlement and CREST
Application will be made to the London Stock Exchange for the
new Ordinary Shares issued pursuant to the Fundraising to be
admitted to trading on AIM ("Admission").
Subject to the satisfaction or waiver of the conditions of the
Placing Agreement , settlement for and admission of the new
Ordinary Shares to trading on AIM pursuant to the Placing and
Subscription is expected to take place on or before 8.00 a.m. on or
around 23 September 2021. The Placing is conditional upon, among
other things, admission of the Placing Shares becoming effective
and the Placing Agreement not being terminated in accordance with
its terms.
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 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 is released by Haydale Graphene Industries Plc
and contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 which forms part of UK
law by virtue of the European Union (Withdrawal) Act 2018 ("MAR").
It is disclosed in accordance with the Group's obligations under
Article 17 of MAR.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055 which forms part of UK law by virtue of
the European Union (Withdrawal) Act 2018, this Announcement is
being made on behalf of the Group by Mark Chapman. 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 a Restricted Jurisdiction. 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, 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
will not be responsible to any person other than the Company for
providing the protections afforded to clients of Arden or for
providing advice to any other person in connection with the Placing
or any acquisition of shares in the Company. Arden is not making
any representation or warranty, express or implied, as to the
contents of this Announcement. Arden has not authorised the
contents of, or any part of, this Announcement, and no liability
whatsoever is accepted by Arden 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
"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
"Bookbuilding Process" the accelerated bookbuildng process through which the Placing is to be
conducted by Arden
as described in this Announcement
"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
"Company" or "Haydale" Haydale Graphene Industries Plc a company incorporated in England and
Wales with company number
07228939 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 Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No. 3875), as
amended
"Directors" the directors of the Company or any duly authorised committee thereof
"Euroclear" Euroclear UK & Ireland Limited, the operator of CREST
"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
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"Fundraising" together, the Placing the Subscriptions and the Retail Offer
"Group" together the Company and its subsidiary undertakings
"ISIN" International Securities Identification Number
"Issue Price" 6 pence
"London Stock Exchange" London Stock Exchange plc
"MAR" EU Regulation 596/2014, which forms part of UK law by virtue of the
European Union (Withdrawal)
Act 2018
"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 Retail
Shares
"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 Agreement
"Placing Agreement" the conditional agreement dated 20 September 2021 between the Company
and Arden, relating
to the Placing
"Placing Shares " means the new Ordinary Shares to be issued by the Company pursuant to
the Placing;
"Primary Bid" PrimaryBid Limited
"Registrars" Share Registrars Limited The Courtyard, 17 West Street, Farnham, Surrey
GU9 7DR
"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
"Restricted Jurisdictions" the United States, Canada, Australia, the Republic of South Africa,
Japan, New Zealand or
any other jurisdiction where the extension or availability of the
Placing would breach any
applicable law
"Retail Offer" the separate offer to retail and other investors to be made by the
Company via PrimaryBid
which shall be subject to the terms and conditions set out in a
subsequent announcement to
be made by the Company
"Retail Shares" any new Ordinary Shares to be issued pursuant to the Retail Offer;
"Securities Act" the United States Securities Act of 1933, as amended
"Shareholders" registered holders of Ordinary Shares
"Subscribers" certain persons including Keith Broadbent, Mark Chapman, Theresa
Wallis, Tony Best and Kynamore
Asset Management Limited (a company controlled by Nicholas Money-Kyrle)
who intend 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" the 7,939,286 new Ordinary Shares which are proposed to be issued
pursuant to the Subscriptions
"UK" the United Kingdom of Great Britain and Northern Ireland
"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 (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF THE PROSPECTUS
REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION") ("EU
QUALIFIED INVESTORS") "); (2) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN
ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER AND (3) ARE QUALIFIED INVESTORS
WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AS
AMED, AS IT FORMS PART OF UK LAW AS RETAINED EU LAW AS DEFINED IN,
AND BY VIRTUE OF, THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS
AMED) (THE "UK PROSPECTUS REGULATION") ("UK QUALIFIED INVESTORS") ;
OR (4) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "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 Restricted Jurisdiction. This announcement and the
information contained herein are 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, 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.
All offers of the Placing Shares will be made pursuant to an
exemption under the UK Prospectus Regulation and the EU Prospectus
Regulation from the requirement to produce a prospectus. The
Placing Shares have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission
or other regulatory authority in the United States, nor have any of
the foregoing authorities passed upon or endorsed the merits of the
Placing or the accuracy or adequacy of this Announcement. Any
representation to the contrary is a criminal offence in the United
States. The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offered in compliance
with the securities laws of any state, province or territory of
Australia, Canada, Japan, New Zealand, the Republic of South Africa
or Russia. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan, New Zealand, the Republic of South
Africa, Russia or any other jurisdiction outside the United
Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement 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.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the Placing Agreement with
Arden. Pursuant to the Placing 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 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, be credited as fully paid and rank pari passu in all
respects with each other and with the Existing 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 Admission.
The Placing Shares will be issued free of any encumbrance, lien
or other security interest.
Application for admission to trading on AIM
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 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 or around 23 September 2021.
Bookbuilding Process
Commencing today, Arden will be conducting 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 Bookbuilding Process will establish the number of Placing
Shares to be issued pursuant to the Placing.
The book will open with immediate effect. The Bookbuilding
Process is expected to close not later than 4.30 p.m. on 20
September 2021, but may be closed at such earlier or later time as
Arden may, in its absolute discretion (after consultation with the
Company), determine. The Result of Bookbuild Announcement will be
released following the close of the Bookbuilding Process.
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 Issue 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 Issue Price on the terms and subject to the
conditions set out herein and in accordance with the Articles. 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 Issue 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"), which form part of UK law by
virtue of the European Union (Withdrawal) Act 2018 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. 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 Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of Arden under the Placing Agreement are
conditional, amongst other things, on:
1. the warranties on the part of the Company contained in the
Placing Agreement being true and accurate and not misleading on and
as of the date of the Placing 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 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
Agreement"); and
4. Admission occurring not later than 8.00 a.m. on or around 23
September 2021 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 30 September 2021).
If (a) the Conditions of the Placing are not fulfilled (or to
the extent permitted under the Placing Agreement waived by Arden),
or (b) the Placing 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 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 Agreement".
Right to terminate under the Placing Agreement
Arden may, at any time before Admission and in its absolute
discretion, terminate the Placing 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 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 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 EU Prospectus Regulation or the UK Prospectus
Regulation) 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. In the United Kingdom,
this Announcement is being directed solely at persons in
circumstances in which section 21(1) of the Financial Services and
Markets Act 2000 (as amended) does not apply.
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 21 September 2021
Settlement Date 23 September 2021
ISIN Code GB00BKWQ1135
SEDOL BKWQ113
Deadline for input instruction into CREST 3.00 p.m. on 22 September 2021
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 Issue 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 and has published
certain business and financial information in accordance with the
AIM Rules and UK version of the Market Abuse Regulation (EU
596/2014) which forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018 ("MAR") 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 (or any person acting on behalf of
a Placee) 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, agreements or
indemnities contained in the Placing 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. unless paragraph 10 applies, 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
(the "CJA") in relation to the Company or its participation in the
Placing;
10. it acknowledges and agrees that, if it has received any
inside information (for the purpose of MAR and section 56 of the
CJA) in relation to the Company and its securities in advance of
the Placing, it has consented to receive inside information for the
purposes of MAR and the CJA and it acknowledges that it was an
insider or a person who has received a market sounding for the
purpose of such legislation and it confirms that it has not: (a)
dealt (or attempted to deal) in the securities of the Company (or
cancelled or amended an order in relation thereto); (b) encouraged,
recommended or induced another person to deal in the securities of
the Company (or to cancel or amend an order in relation thereto);
(c) unlawfully disclosed inside information to any person, in each
case, prior to the information being made publicly available;
11. 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 any Exchange Information 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 or in any Exchange
Information;
12. 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;
13. 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;
14. 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;
15. 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;
16. 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;
17. represents and warrants that if it is a financial
intermediary, as that term is used in Article 5(1) of the UK
Prospectus Regulation: (a) any Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in the
United Kingdom or to which the UK Prospectus Regulation otherwise
applies other than UK Qualified Investors or in circumstances in
which the prior consent of Arden has been given to the offer or
resale; or (ii) where Placing Shares have been acquired by it on
behalf of persons in the United Kingdom other than UK Qualified
Investors, the offer of those Placing Shares to it is not treated
under the UK Prospectus Regulation as having been made to such
persons;
18. represents and warrants that, if it is a financial
intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation: (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
member state of the EEA or to which the EU Prospectus Regulation
otherwise applies other than EU Qualified Investors or in
circumstances in which the prior consent Arden has been given to
the offer or resale; or (ii) where Placing Shares have been
acquired by it on behalf of persons in any member state of the EEA
other than EU Qualified Investors, the offer of those Placing
Shares to it is not treated under the EU Prospectus Regulation as
having been made to such persons;
19. 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 EEA or the United Kingdom except in
circumstances falling within Article 1(4) of the EU Prospectus
Regulation which do not result in any requirement for the
publication of a prospectus pursuant to Article 3 of the EU
Prospectus Regulation;
20. 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;
21. 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;
22. represents and warrants that it has complied with its
obligations: (i) under the CJA and MAR; (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 Criminal Justice Act 1988, the Terrorism Act
2000, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds
of Crime Act 2002 (as amended), the Terrorism Act 2006, the
Counter-Terrorism Act 2008 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
complied, and will fully comply, with all such laws (including
where applicable, the Anti-Terrorism, Crime and Security Act 2001,
the Terrorism Act 2006, the Counter-Terrorism Act 2008, the
Proceeds of Crime Act 2002 (as amended) and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017);
23. 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 and (c) it
is a qualified investor as defined in Article 2(e) of the UK
Prospectus Regulation and (d) it is person to whom this
Announcement may otherwise lawfully be communicated;
24. 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;
25. 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;
26. 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 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;
27. 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;
28. 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;
29. 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;
30. represents and warrants that it is not a resident of any
Restricted 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 Restricted Jurisdiction and, subject to certain
exceptions, may not be offered, sold, taken up, renounced,
delivered or transferred, directly or indirectly, within any
Restricted Jurisdiction;
31. 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;
32. 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;
33. 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);
34. acknowledges and agrees that in order to ensure compliance
with the Criminal Justice Act 1988, the Terrorism Act 2000, the
Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime
Act 2002 (as amended) the Terrorism Act 2006, the Counter-Terrorism
Act 2008 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017, and, to the
extent applicable, any related or similar rules, regulations of any
body having jurisdiction in respect thereof and the Money
Laundering Sourcebook of the FCA, 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;
35. 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;
36. 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;
37. 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;
38. 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;
39. acknowledges and agrees that time is of the essence as
regards its obligations under this Appendix;
40. 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;
41. acknowledges and agrees that it will be bound by the terms
of the Articles; and
42. 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 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.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOESFAFUUEFSEIU
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