TIDMHAYD
RNS Number : 9715W
Haydale Graphene Industries PLC
23 August 2022
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, JAPAN, NEW
ZEALAND, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA 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.
23 August 2022
HAYDALE GRAPHENE INDUSTRIES PLC
(" Haydale " or the " Company " or the " Group ")
Placing of 213,500,000 new Ordinary Shares, Subscription for
36,500,000 new Ordinary Shares, Open Offer for up to 25,516,784 new
Ordinary Shares all at 2 pence per Ordinary Share, and issue of up
to 138,758,392 Warrants
Haydale (AIM:HAYD), the global advanced materials group, today
announces its intention to conduct a Placing of and Subscription
for 250,000,000 new ordinary shares of 2 pence each in the capital
of the Company (" Ordinary Shares ") , in each case at a price of 2
pence per new Ordinary Share (the " Issue Price "), to raise in
aggregate GBP 5.00 million.
The Company also proposes to provide all Qualifying Shareholders
with the opportunity to subscribe for an aggregate of up to
25,516,784 new Ordinary Shares via the Open Offer, to raise up to
approximately GBP0.51 million (before expenses), on the basis of 1
Open Offer Share for every 20 Existing Ordinary Shares held on the
Record Date, at the Issue Price.
The Company also proposes to issue Warrants to subscribers in
the Placing, Subscription and Open Offer granting rights to
subscribe for 1 additional Ordinary Share for each Warrant held in
the ratio of 1 Warrant for every 2 New Ordinary Shares issued to
those subscribers (the " Warrants "). The Warrants are exercisable
at a price of 2 pence per Ordinary Share during the Warrant
Exercise Period.
The net proceeds of the Fundraising, amounting to between
GBP5.00 million and GBP5.51 million, depending on the take up of
the Open Offer, will be used to fund general working capital needs
of the business. If (assuming full take up under the Open Offer)
all Warrants are exercised, the Company would receive additional
gross proceeds of up to GBP2.77 million. The Company also announces
that it intends to appoint a new Non-Executive Director to the
Board in due course.
Placing Highlights:
-- Haydale intends to raise approximately GBP4.27 million before
expenses through a Placing arranged by finnCap Ltd ("finnCap") of
213,500,000 new Ordinary Shares ("Placing Shares") at the Issue
Price with new and existing investors.
-- The Company also intends to raise approximately GBP0.73
million through the issuance of 36,500,000 new Ordinary Shares via
the Subscriptions (the "Subscription Shares"), and, up to GBP0.51
million through the issuance of up to 25,516,784 new Ordinary
Shares via the Open Offer (the "Open Offer Shares"), both before
expenses (the Placing Shares, Subscription Shares and Open Offer
Shares, together, the "New Ordinary Shares").
-- The Company also intends to issue Warrants to investors in
the Placing, Subscription and Open Offer at the 1:2 ratio described
above, resulting in up to 138,758,392 Warrants exercisable at a
price of 2 pence per Ordinary Share during the Warrant Exercise
Period.
-- The Placing, to be conducted by way of an accelerated
bookbuild, will launch with immediate effect. 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 Keith Broadbent
and Theresa Wallis have indicated their intention to participate in
the Fundraising for, in aggregate, approximately 1,500,000 new
Ordinary Shares at the Issue Price, following publication of this
Announcement.
-- The funds raised from the Fundraising will be used to fund
general working capital needs of the business.
-- Intended additional appointment to the Non-Executive Board in due course.
-- The Fundraising is conditional (amongst other things) upon
the passing of resolutions to authorise the issue of the New
Ordinary Shares on a non-pre-emptive basis and grant the Warrants
("Resolutions"). A General Meeting is therefore being convened for
the purpose of considering the Resolutions on 11:00 a.m. on Monday
12 September 2022.
-- Admission of the New Ordinary Shares ("Admission") is
expected to take place on or around 14 September 2022.
For further information:
Haydale Graphene Industries plc Tel: +44 (0) 1269 842 946
Keith Broadbent, CEO
Mark Chapman, CFO
www.haydale.com
finnCap (Nominated Adviser & Broker) Tel: +44 (0) 20 7220 0500
Julian Blunt / Edward Whiley / George Dollemore, Corporate Finance
Andrew Burdis / Barney Hayward, ECM
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.
ADDITIONAL INFORMATION
Reasons for the Fundraising and Use of Proceeds
As previously reported, during the course of FY2022 we invested
in both production capacity at our Ammanford facility and our in
our human capital with recruitment across the group in the fields
of sales, marketing, quality and production in readiness for
expected volume orders from our current and potential clients,
spanning a wide range of use-cases for our functionalised
nano-materials. However, absent positive EBITDA or monthly positive
cashflow, the costs associated with such investment have continued
to deplete cash reserves. At 30 June 2022 gross cash stood at
GBP1.19 million and with an anticipated average monthly outflow of
circa GBP0.4m it is therefore vital that the Company raises further
funds. The net proceeds of the Fundraising will be used to fund the
loss envisaged through FY2023, to invest in Group working capital
and for further capital expenditure of approximately GBP0.6 million
(FY22: GBP1.0 million) to, amongst other investments, expand
current production capacity.
It is anticipated that the net proceeds of the Fundraising will
not be sufficient to fund the cash requirements of the Group
through to a position where it is able to fund itself from its own
cashflow. It is very likely that the Group will need to raise
additional funding in the future and, whilst the Directors believe
that future funding would be available, there can be no guarantee
that sufficient funds could be raised at a later date. We would
note that any additional equity financing may be dilutive to
Shareholders,
Trading Update and Outlook
As announced on 19 July 2022 the year ended 30 June 2022
("FY2022") has closed out ahead of revised expectations at the
revenue level with revenue of approximately GBP2.90* million, gross
profit of approximately GBP1.74* million and a loss before
interest, tax, depreciation and amortisation ("LBITDA") marginally
behind prior guidance at GBP3.35* million. Capital Expenditure in
FY2022 was GBP1.00* million and year end cash stood at GBP1.19
million.
As previously indicated, the commercial momentum from the second
half of FY2022 is expected to continue into the current financial
year. In particular, we are beginning to see commercial traction in
a number of areas including our range of advanced functional inks
where we are actively working with customers on ground-breaking
formulations that promise both cost effective and more
environmentally friendly solutions. At the same time we continue to
work to enhance and modify the Group's other advanced graphene and
nano material products to develop their technology readiness levels
to ensure longer term efficacy. Against this backdrop, the
annualised impact of the investment in sales, marketing, quality
and production resource during FY2022 alongside the inflationary
cost pressures we are seeing at our operating units will partly
offset the expected uplift in revenue at the LBITDA level. We
anticipate that the current year LBITDA will be smaller than
FY2022.
Notwithstanding this, with the significant increase in
functionalisation capacity that the HT1400 plasma reactor
(commissioned in FY2022) will deliver, when optimised, combined
with the investment made in human capital the Board remains
confident that it has the fundamental building blocks in place to
take advantage of the commercial traction it is seeing. The Board
remain confident in the medium and longer term prospects for the
Group.
The Board also intends to appoint an additional non-executive
director to the board in due course.
* Source: Haydale management information - subject to audit
The Placing
The Company is proposing to raise approximately GBP4.27 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 (the "Bookbuild" or the "Bookbuilding Process") which will
commence immediately following this Announcement. The Placing is
conditional, amongst other things, on the passing of the
Resolutions. Notice of the General Meeting will be set out in a
circular to shareholders of the Company (the "Circular") which is
expected to be posted to shareholders not later than tomorrow. The
General Meeting will be held on or around 12 September 2022. The
Bookbuild will determine final demand for and participation in the
Placing. The Bookbuild is expected to close this evening but may be
closed at such earlier or later time as finnCap may, after
consultation with the Company, in its absolute discretion,
determine. The allocations will be determined at the absolute
discretion of the Company in consultation with finnCap and will be
confirmed orally or by email by finnCap 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
Each of the following Directors, namely Keith Broadbent and
Theresa Wallis intend to enter into Subscription Agreements to
participate in the Fundraising at the Issue Price. In addition,
Anthony Best and Fynamore Asset Management Limited (a company
controlled by Nicholas Money-Kyrle) intend to participate in the
Fundraising via the Subscription and subscribe for approximately
GBP0.5 million and GBP0.2 million of New Ordinary Shares,
respectively, at the Issue Price. Further details will be announced
in the Result of Bookbuild Announcement.
The Open Offer
The Company is providing all Qualifying Shareholders with the
opportunity to subscribe for an aggregate of up to 25,516,784 Open
Offer Shares, to raise up to approximately GBP0.51 million (before
expenses), on the basis of 1 Open Offer Share for every 20 Existing
Ordinary Shares held on the Record Date, at the Issue Price,
payable in full on acceptance. Shareholders subscribing for their
full entitlement under the Open Offer may also request additional
Open Offer Shares through the Excess Application Facility.
Qualifying Shareholders should note that the Open Offer is not a
rights issue and therefore the Open Offer Shares which are not
applied for by Qualifying Shareholders will not be sold in the
market for the benefit of the Qualifying Shareholders who do not
apply under the Open Offer. The Application Form is not a document
of title and cannot be traded or otherwise transferred.
Qualifying Shareholders are able to apply for Open Offer Shares
under the Open Offer at the Issue Price on the following basis:
1 Open Offer Share for every 20 Existing Or dinary Shares held
by the Qualifying Shareholder on the Record Date
Entitlements of Qualifying Shareholders to apply for Open Offer
Shares will be rounded down to the nearest whole number of Open
Offer Shares. Fractional entitlements which would otherwise arise
will not be issued to the Qualifying Shareholders but will be
aggregated and made available under the Excess Application
Facility. The Excess Application Facility enables Qualifying
Shareholders to apply for Excess Shares in excess of their Open
Offer Entitlement. Not all Shareholders will be Qualifying
Shareholders. Shareholders who are located in, or are citizens of,
or have a registered office in certain restricted jurisdictions
will not qualify to participate in the Open Offer.
Valid applications by Qualifying Shareholders will be satisfied
in full up to their Open Offer Entitlements as shown on the
Application Form (for Qualifying Non-CREST Shareholders) and as
credited to stock accounts in CREST (for Qualifying CREST
Shareholders). Applicants can apply for less or more than their
entitlements under the Open Offer but the Company cannot guarantee
that any application for Excess Shares under the Excess Application
Facility will be satisfied as this will depend in part on the
extent to which other Qualifying Shareholders apply for less than
or more than their own Open Offer Entitlements. If applications
under the Excess Application Facility are received for more than
the total number of Open Offer Shares available following take up
of Open Offer Entitlements, such applications will be scaled back
pro rata to existing shareholdings. It should be noted that
applications under the Excess Application Facility may not be
satisfied in full.
Overseas Shareholders
The Open Offer Shares have not been and are not intended to be
registered or qualified for sale in any Restricted Jurisdiction.
Accordingly, unless otherwise determined by the Company and
effected by the Company in a lawful manner, the Application Form
will not be sent to Qualifying Shareholders with registered
addresses in any Restricted Jurisdiction since to do so would
require compliance with the relevant securities laws of that
jurisdiction. Applications from any such person will be deemed to
be invalid. If an Application Form is received by any Qualifying
Shareholder whose registered address is elsewhere but who is in
fact a resident or domiciled in a Restricted Jurisdiction, he/she
should not seek to take up his/her allocation.
The Open Offer Shares will be issued free of all liens, charges
and encumbrances and will, when issued and fully paid, rank pari
passu in all respects with the New Ordinary Shares, including the
right to receive all dividends and other distributions declared,
made or paid after the date of their issue.
Each Qualifying Shareholder who subscribes for Open Offer Shares
will also be granted 1 Warrant for every 2 Open Offer Shares
subscribed for. Qualifying Shareholders do not need to take any
further action in respect of such Warrants. Following the
expiration of the Open Offer period, and taking into account any
adjustments in respect of Excess Applications and/or scale back,
the holders of Open Offer Shares will receive a certificate in
respect of Warrants granted to them.
The Warrants
As detailed above, the Company has agreed to issue Warrants to
investors in the Placing, Subscription and Open Offer on the basis
of 1 Warrant for every 2 New Ordinary Shares subscribed for.
Accordingly, there will be up to 138,758,392 Warrants in issue
under the Block Admission, with each Warrant granting the holder
the right to subscribe for one new Ordinary Share. The Warrants are
exercisable at the Issue Price per Ordinary Share during the
Warrant Exercise Period. This above figure includes 1,000,000
warrants in identical form (and subject to the same conditions)
which will be issued to finnCap in part consideration for its
services in relation to the Fundraising (the "finnCap Warrants")
pursuant to a separate warrant instrument. If (assuming full take
up under the Open Offer) all of the Warrants and the finnCap
Warrants are exercised in full the Company will receive gross
proceeds of a further GBP2.77 million.
The issue and validity of the Warrants is conditional, amongst
other things, on the passing of the Resolutions and Admission of
the New Ordinary Shares occurring on or before 8.00 a.m. on 14
September 2022 (or such later date as finnCap and the Company may
agree being not later than 8.00 a.m. on 28 September 2022).
The other key terms and conditions of the Warrants are set out
in the table below:
Subscription Rights Each Warrant issued will confer on
the holder the right to subscribe
for 1 new Ordinary Share at a price
of 2.0 pence per Ordinary Share by
notice to the Company during the
Warrant Exercise Period.
Warrant Exercise Period The exercise period for a Warrant
is the period from the date of issue
of the Warrant to (and including)
5.00 p.m. on 14 September 2023 (unless
terminated earlier in accordance
with the terms of the Warrants).
Exercise of Warrants The Warrants may be exercised in
whole or in part during the Warrant
Exercise Period, provided that any
partial exercise of Warrants by a
holder shall be for a minimum aggregate
exercise price of GBP10,000 or, if
less, the balance of the relevant
holder's Warrants then outstanding.
Adjustment to Subscription The subscription rights conferred
Rights by the Warrants and/or the exercise
price of the Warrants shall be adjusted
by the Board in its sole discretion
on the occurrence of certain events
in relation to the Company, including
a) a subdivision, consolidation or
reclassification of the Ordinary
Shares;
b) a reduction of capital or any
other reduction in the number of
Ordinary Shares in issue from time
to time;
c) an issue of Ordinary Shares by
way of dividend or distribution or
by way of capitalisation of profits
or reserves; or
d) a consolidation, amalgamation
or merger of the Company with or
into another entity in certain circumstances,
with the intention, in broad terms,
that any such adjustment will leave
the holder(s) of the Warrant(s) in
a similar position to the position
they were in immediately before the
event giving rise to the adjustment.
Transfer The Warrants are non-transferable
by the holders without the prior
consent of the Company.
Security The Warrants are not secured.
Modifications The Company may amend the provisions
of the instrument constituting the
Warrants without the consent of the
holders of the Warrants where such
amendment is of a minor nature or
to correct a manifest error. Otherwise
no amendment or abrogation to the
terms of the instrument are permitted
without the consent of holders of
at least 75% of the Warrants in issue
at the time.
Information Rights The Warrants entitle holders to receive
the Company's annual report and accounts
and all accompanying documents, together
with every other document sent to
the holders of the Ordinary Shares,
in each case at the same time as
it is sent to the holders of Ordinary
Shares.
Administration The Warrants are in certificated
form and the Registrar has established
and will maintain a register of the
holders of Warrants. There are also
provisions in the Warrant Instrument
for convening meetings of the holders
of Warrants.
A copy of the Warrant Instrument is available on the Company's
website at www.haydale.com. The finnCap Warrant Instrument is on
substantially the same terms as the Warrant Instrument.
Expected Timetable
2022
Record Date for entitlements under the Open Offer Close of business on 22 Aug
Announcement of the Placing (Launch) and Open Offer 23 Aug
Announcement of the Results of the Fundraising 24 Aug
Ex-entitlement date for the Open Offer 8:00 a.m. 24 Aug
Publication and posting of the Circular, the Form of Proxy and, to Qualifying Non-CREST 24 Aug
Shareholders
only, Application Forms
Basic Entitlements and Excess Entitlements credited to stock accounts of qualifying CREST 25 Aug
Shareholders
Recommended latest time for requesting withdrawal of Basic Entitlements and Excess 4:30 p.m. 6 Sep
Entitlements
from CREST
Latest time and date for depositing Basic Entitlements and Excess Entitlements into CREST 3:00 p.m. 7 Sep
Latest time and date for splitting of Application Forms (to satisfy bona fide market 3:00 p.m. 8 Sep
claims
only)
Latest time and date for receipt of Forms of Proxy or electronic proxy appointments for 11:00 a.m. on 8 Sep
use
at the General Meeting
Latest time and date for receipt of completed Application Forms from Qualifying Non-CREST 11:00 a.m. 12 Sep
Shareholders and payment in full under the Open Offer or settlement of relevant CREST
instructions
(as appropriate)
General Meeting 11:00 a.m. on 12 Sep
Announcement of results of the General Meeting 12 Sep
Announcement of results of the Open Offer 13 Sep
Admission of New Ordinary Shares to trading on AIM and commencement of dealings 8.00 a.m. on 14 Sep
CREST accounts to be credited for New Ordinary Shares to be held in uncertificated form 14 Sep
Dispatch of definitive share certificates for New Ordinary Shares to be held in week commencing 19 Sep
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, the Subscriptions
and Open Offer is expected to take place on or before 8.00 a.m. on
or around 14 September 2022. The Fundraising is conditional upon,
among other things, the passing of the Resolutions, admission of
the New Ordinary Shares becoming effective and the Placing
Agreement not being terminated in accordance with its terms.
In respect of the Warrants, application will be made to the
London Stock Exchange for a block admission of up to 139,633,392
new Ordinary Shares to be admitted to trading on AIM ("Block
Admission"). These new Ordinary Shares may be issued and allotted
from time to time pursuant to the exercise of the Warrants. The new
Ordinary Shares issued pursuant to the exercise of the Warrants,
when issued, will rank pari passu with the existing Ordinary Shares
of the Company. A further announcement will be issued in due course
with regard the Block Admission.
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
finnCap 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 finnCap. 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 and/or the Warrants
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, Japan, New Zealand, the Republic of
Ireland or the Republic of South Africa, 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, Japan, New
Zealand, the Republic of Ireland or the Republic of South
Africa
The distribution or transmission of this Announcement and the
offering of the New Ordinary Shares and/or the Warrants 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.
finnCap, 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. finnCap
will not be responsible to any person other than the Company for
providing the protections afforded to clients of finnCap or for
providing advice to any other person in connection with the Placing
or any acquisition of shares in the Company. finnCap is not making
any representation or warranty, express or implied, as to the
contents of this Announcement. finnCap has not authorised the
contents of, or any part of, this Announcement, and no liability
whatsoever is accepted by finnCap 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 Warrants will not be admitted to trading on any 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
"Application Form" the non-CREST application form relating to the Open Offer to be
enclosed with the Circular
for use by Qualifying Non-CREST Shareholders
"Announcement" this announcement, including the Appendix
"Articles" the articles of association of the Company in force at the date of this
Announcement
"Basic Entitlements" the pro rata entitlement for Qualifying Shareholders to subscribe for
Open Offer Shares, pursuant
to the terms and conditions of the Open Offer
"Block Admission" the block admission applied for in respect of the up to 138,758,392 new
Ordinary Shares to
be admitted to trading on AIM pursuant to any exercise of the Warrants
"Bookbuilding Process" the accelerated bookbuilding process through which the Placing is to be
conducted by finnCap
as described in this Announcement
"Circular" the circular to shareholders in connection with the Fundraising (and
containing the notice
of the General Meeting) to be published and posted on or around 24
August 2022
"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 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 Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No. 3875), as
amended
"Directors" or "Board" the directors of the Company or any duly authorised committee thereof
"Euroclear" Euroclear UK & International 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 provisions of the Circular
"Excess Entitlement(s)" Open Offer Shares in excess of the Basic Entitlement, but not in excess
of the total number
of Open Offer Shares, allocated to a Qualifying Shareholder pursuant to
the Open Offer
"Ex-entitlement Date" the date on which the Existing Ordinary Shares are marked 'ex' for
entitlement under the Open
Offer being 24 August 2022
"Excess Shares" the Open Offer Shares for which Qualifying Shareholders may apply under
the Excess Application
Facility in addition to their Basic Entitlement
"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
"finnCap" finnCap Ltd, the Company's nominated adviser and broker
"finnCap Warrant Instrument" the instrument dated 23 August 2022 constituting the finnCap Warrants
"finnCap Warrants" the Warrants over 1,000,000 new Ordinary Shares exercisable at a price
of 2.0 pence per Ordinary
Share during the Warrant Exercise Period to be issued to finnCap
pursuant to the finnCap Warrant
Instrument
"Form of Proxy" the form of proxy for use in connection with the General Meeting which
accompanies the Circular
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"Fundraising" together, the Placing, the Subscriptions and the Open Offer
"General Meeting" the general meeting of the Company to be held at 11:00 a.m. on 12
September 2022 or any adjournment
thereof, notice of which will be set out at the end of the Circular
"Group" together, the Company and its subsidiary undertakings
"ISIN" International Securities Identification Number
"Issue Price" 2 pence per New Ordinary Share
"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
"Money Laundering Regulations" Terrorist Financing and Transfer of Funds (Information on the Payer)
Regulations 2017, the
Criminal Justice Act 2003 and the Proceeds of Crime Act 2002
"New Shares" or "New Ordinary Shares" together, the Placing Shares the Subscription Shares and the Open Offer
Shares
"Notice of General Meeting" the notice convening the General Meeting which forms part of the
Circular
"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
Announcement
"Open Offer Entitlements" entitlements for Qualifying Shareholders to subscribe for Open Offer
Shares pursuant to the
Basic Entitlement and the Excess Entitlement
"Open Offer Shares" up to 25,516,784 new Ordinary Shares to be issued to Qualifying
Shareholders 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 finnCap, 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 23 August 2022 between the Company and
finnCap, relating to
the Placing
"Placing Shares " means the new Ordinary Shares to be issued by the Company pursuant to
the Placing
"Prospectus Regulation" Regulation (EU) 2017/1129 on the prospectus to be published when
securities are offered to
the pubic or admitted to trading on a regulated market, as it forms
part of the domestic law
of the United Kingdom by virtue of the European Union (Withdrawal) Act
2018
"Prospectus Regulation Rules" the prospectus regulation rules made by the FCA pursuant to section 73A
of FSMA
"Qualifying CREST Shareholders" Qualifying Shareholders holding Existing Ordinary Shares which, on the
register of members
of the Company on the Record Date, are in uncertificated form in CREST
"Qualifying Non-CREST Shareholders" Qualifying Shareholders holding Existing Ordinary Shares which, on the
register of members
of the Company on the Record Date, are in certificated form
"Qualifying Shareholders" holders of Existing Ordinary Shares other than Overseas Shareholders,
whose names appear on
the register of members of the Company on the Record Date as holders of
Existing Ordinary
Shares and who are eligible to be offered Open Offer Shares under the
Open Offer in accordance
with the terms and conditions as set out in the Circular
"Record Date" 22 August 2022
"Registrars" Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham,
Surrey GU9 7XX
"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 as set out in the
notice of General
Meeting which forms part of the Circular
"Restricted Jurisdictions" the United States, Canada, Australia, Japan, New Zealand, the Republic
of Ireland or the Republic
of South Africa or any other jurisdiction where the extension or
availability of the Placing
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 comprising Keith Broadbent, Theresa Wallis, Tony Best
and Fynamore 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 36,500,000 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
"Warrant Instrument" the instrument dated 23 August 2022 constituting the Warrants
"Warrants" the unlisted warrants to be issued, conditional on the passing of the
Resolutions and completion
of the Fundraising, to subscribers of Placing Shares, Open Offer
Shares, and Subscription
Shares granting to the holders thereof rights to subscribe for new
Ordinary Shares granted
to subscribers of Placing Shares, Open Offer Shares, and Subscription
Shares exercisable at
a price of 2.0 pence per Ordinary Share during the Warrant Exercise
Period in accordance with
the terms of the Warrant Instrument. (and, where the context so
requires, shall include the
finnCap Warrants)
"Warrant Exercise Period" the period to 5.00 pm on 14 September 2023 unless expiring earlier in
accordance with Warrant
Instrument
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 and the Warrants 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 and/or the
Warrants 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 and/or Warrants 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, finnCap or
any finnCap Affiliates or Haydale Affiliates (as defined below)
that would permit an offer of the Placing Shares and/or the
Warrants or possession or distribution of this Announcement or any
other publicity material relating to such Placing Shares and/or
Warrants 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 and the Warrants 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 and the Warrants 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 or the Warrants and the Placing Shares and
the Warrants have not been, nor will they be, registered under or
offered in compliance with the securities laws of any state,
province or territory of Canada, Australia, Japan, New Zealand, the
Republic of Ireland or the Republic of South Africa. Accordingly,
the Placing Shares and/or the Warrants may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Canada,
Australia, Japan, New Zealand, the Republic of Ireland or the
Republic of South Africa or any other jurisdiction outside the
United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement 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.
finnCap, 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
finnCap 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
finnCap. Pursuant to the Placing Agreement, finnCap has, subject to
the passing of the Resolutions and to the other 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 14 September 2022.
Bookbuilding Process
Commencing today, finnCap 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, finnCap 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 finnCap. finnCap and finnCap 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 this evening, but may
be closed at such earlier or later time as finnCap 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, subject thereto, will be
legally binding on the Placee on behalf of which it is made and,
except with finnCap's consent, will not be capable of variation or
revocation after the time at which it is submitted.
A Placee who wishes to participate in the Bookbuilding Process
should communicate its bid by telephone to its usual sales contact
at finnCap. 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, finnCap 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. finnCap'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 finnCap pursuant to which each such
Placee will be required to accept the number of Placing Shares
allocated to it at the Issue Price on the terms and subject to the
conditions set out herein and in accordance with the Articles. Each
Placee will be deemed to have read and understood the Announcement
in its entirety. Each Placee's allocation and commitment will be
evidenced by a trade confirmation issued to such Placee by finnCap.
The terms of this Appendix will be deemed incorporated in that
trade confirmation.
finnCap 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. finnCap 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
finnCap.
Each Placee's obligations will be owed to the Company and to
finnCap. Following the oral confirmation referred to above, each
Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the Company and finnCap, as agent of
the Company, to pay to finnCap (or as finnCap 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.
All obligations under the Placing will be subject to fulfilment
of the conditions referred to below under "Conditions of the
Placing" and to the Placing not being terminated on the basis
referred to below under "Right to terminate under the Placing
Agreement". By participating in the Placing, each Placee will agree
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee.
To the fullest extent permissible by law, none of finnCap, any
holding company of finnCap, any subsidiary of finnCap, 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 "finnCap
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 finnCap,
any finnCap 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 finnCap 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, distributors and
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 Fundraising. Furthermore it is
noted that, notwithstanding the Target Market Assessment, finnCap
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 finnCap.
All obligations of finnCap 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 finnCap 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 Resolutions being validly passed at the General Meeting
without amendment and remaining in full force and effect;
3. the performance by the Company of its obligations under the
Placing Agreement to the extent that they fall to be performed
prior to Admission;
4. the obligations of finnCap not having been terminated (as
described below under "Right to terminate under the Placing
Agreement");
5. the Company allotting, subject only to Admission, the Placing
Shares in accordance with the Placing Agreement; and
6. Admission occurring not later than 8.00 a.m. on or around 14
September 2022 or such later time and/or date as finnCap may agree
in writing with the Company (but in any event not later than 8.00
a.m. on 28 September 2022).
If (a) the Conditions of the Placing are not fulfilled (or to
the extent permitted under the Placing Agreement waived by
finnCap), 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 finnCap, the Company, any finnCap 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
finnCap'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
finnCap 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,
circular or any announcement relating to the Placing is untrue,
incorrect or misleading in any respect which finnCap consider
material in the context of the Placing or Admission;
2. any of the warranties, was, when given, or becomes, untrue,
inaccurate or misleading in a respect which finnCap considers to be
material in the context of the Placing;
3. the Company has failed to comply materially with any of its
obligations under the Placing Agreement, the Companies Act, FSMA or
the AIM Rules;
4. any of the Conditions of the Placing have become incapable of fulfilment;
5. there has occurred (in the sole judgement of finnCap) any
material adverse change affecting the financial or trading position
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
finnCap in its absolute discretion considers to be material in the
context of the Placing or Admission.
By participating in the Placing, each Placee agrees with finnCap
that the exercise by finnCap of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of finnCap and that finnCap need not make any reference
to the Placees in this regard and that, to the fullest extent
permitted by law, neither the Company, finnCap, any finnCap
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, admission 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 (including this Appendix). 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 finnCap and the
Company that it has neither received nor relied on any information,
representation, warranty or statement made by or on behalf of
finnCap (other than the amount of the relevant Placing
participation in the oral confirmation given to Placees and the
trade confirmation referred to below), any finnCap Affiliate, any
persons acting on its or their behalf or the Company or any Haydale
Affiliate and none of finnCap, any finnCap 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 finnCap 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. No Placee should consider any
information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own attorney, tax adviser
and business adviser for legal, tax and business advice regarding
an investment in the Placing Shares.
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. finnCap reserves the
right to require settlement for and delivery of the Placing Shares
to Placees by such other means as finnCap 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 12 September 2022
Settlement Date 14 September 2022
ISIN Code GB00BKWQ1135
SEDOL BKWQ113
Deadline for input instruction into CREST 3.00 p.m. on 13 September 2022
CREST ID for finnCap 601
Following the close of the Bookbuilding Process, 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
finnCap and settlement instructions. Placees should settle against
the finnCap 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 finnCap.
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
finnCap.
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, finnCap may sell any or all of the Placing
Shares allocated to the Placee on such Placee's behalf and retain
from the proceeds, for finnCap'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 finnCap 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, admission document 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, admission 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, finnCap, finnCap 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 finnCap, any finnCap 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 finnCap, nor any
finnCap Affiliate nor any person acting on their behalf to provide
it with any such material or information;
6. acknowledges that (i) none of finnCap or any finnCap
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 finnCap and that finnCap 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 finnCap 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 finnCap is not acting for it or its clients, and
that finnCap 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
finnCap, nor any finnCap 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 finnCap, nor
any finnCap 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 finnCap, any finnCap 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 and is not purchasing Placing Shares on the basis of inside
information;
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 (save that in the case
of Exchange Information, a Placee's right to rely on that
information is limited to the right that such Placee would have as
a matter of law in the absence of this paragraph) 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 finnCap or any finnCap Affiliate or any person acting on their
behalf and understands that (i) none of finnCap, nor any finnCap
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 finnCap, nor any
finnCap 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 finnCap, nor any finnCap 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 and
authority 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, finnCap
or any finnCap 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 finnCap has been given to the offer or
resale; or (b) 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 finnCap 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 (i) its
obligations under the CJA and MAR; and (ii) the laws of all
relevant jurisdictions which apply to it and that 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 finnCap
(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 finnCap 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 finnCap, nor any finnCap 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 finnCap, nor any finnCap 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 finnCap'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
finnCap 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 finnCap 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
finnCap 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
finnCap on behalf of a Placee an agreement to subscribe for Placing
Shares and/or who authorises finnCap 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 finnCap will be
responsible. If this is the case, the Placee should take its own
advice and notify finnCap accordingly;
33. acknowledges that when a Placee or any person acting on
behalf of the Placee is dealing with finnCap, any money held in an
account with finnCap 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 finnCap in the course of
its business and the Placee will rank only as a general creditor of
finnCap;
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, finnCap (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 finnCap or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at finnCap's absolute
discretion or, where appropriate, delivery of the Placing Shares to
it in uncertificated form may be delayed at finnCap'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 finnCap (for itself and as agent on behalf of the Company)
or the Company's registrars have not received evidence satisfactory
to them, finnCap 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, finnCap, 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 finnCap 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 finnCap 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 finnCap;
41. acknowledges and agrees that it will be bound by the terms
of the Articles; and
42. acknowledges and agrees that the 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
finnCap 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 finnCap (for their own benefit and, where relevant, the benefit
of any finnCap Affiliate or Haydale Affiliate and any person acting
on their behalf) and are irrevocable.
No claim shall be made against the Company, finnCap, any finnCap
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 finnCap 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 finnCap in the event that any
of the Company or any Haydale Affiliate or finnCap or any finnCap
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. finnCap 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 finnCap 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 finnCap or any finnCap 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 finnCap 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
finnCap 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 finnCap 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
IOEEXLFLLVLXBBE
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