TIDMKETL
RNS Number : 7982B
Strix Group PLC
05 October 2022
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. THIS ANNOUNCEMENT
AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION,
RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.
THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF
SECURITIES FOR SALE IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT
NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
5 October 2022
Strix Group plc
("Strix", the "Company" or the "Group")
Proposed Placing to raise approximately GBP10 million by way of
an accelerated bookbuild
Strix Group Plc (AIM: KETL), the AIM quoted global leader in the
design, manufacture and supply of kettle safety controls and other
complementary water temperature management components, announces
its intention to undertake an equity placing to raise gross
proceeds of approximately GBP10 million (the "Placing ").
The net proceeds of the Placing will be used to prepay certain
debt facilities that the Group has negotiated in connection with
the acquisition of Billi, a leading Australian brand supplying
premium filtered and non-filtered instant boiling, chilled and
sparkling water systems (the " Acquisition " ). Details of the
Acquisition and related debt facilities are contained in a separate
announcement released by the Company today (the " Acquisition
Announcement " ), which should be read in conjunction with this
announcement (the " Announcement " ).
Proposed Placing
The Group announces a proposed non pre-emptive placing to raise
gross proceeds of approximately GBP10 million through the issue of
8,695,652 new ordinary shares of 1 penny each in the capital of the
Company (the "Placing Shares") at the price of 115p per Placing
Share (the "Placing Price") to new and existing eligible investors.
The Placing Price represents a discount of 10.0% to the closing mid
market price on 4 October 2022 (being the last practicable day
prior to the release of this Announcement) and 8.0% when taking
into account the interim dividend of 2.75p. The Placing Shares
represent 4.2% of the issued share capital of Strix.
The Placing will be conducted through an accelerated bookbuild
process being managed jointly by Zeus Capital Limited ("Zeus") and
Stifel Nicolaus Europe Limited ("Stifel") acting as joint
bookrunners ("Joint Bookrunners"). The accelerated bookbuild will
be launched immediately following this Announcement. The Placing is
conditional upon, amongst other things, Admission becoming
effective and the placing agreement between the Company and the
Joint Bookrunners becoming unconditional and not having been
terminated in accordance with its terms.
Certain directors of the Company have indicated their intention
to participate in the Placing as follows:
Director Placing Amount Placing Shares
Mark Bartlett GBP15,000 13,043
---------------- ---------------
Raudres Wong(1) GBP100,000 86,956
---------------- ---------------
Gary Lamb(2) GBP200,000 173,913
---------------- ---------------
Richard Sells GBP5,000 4,347
---------------- ---------------
Mark Kirkland GBP50,000 43,478
---------------- ---------------
Total GBP370,000 321,737
---------------- ---------------
1 Shares held in the name of her husband, Wing Yip Fong
2 Shares registered in the name of GEL Investments Limited, a
company controlled by Gary Lamb
The Placing is subject to the terms and conditions set out in
the Appendix to this Announcement. The Placing structure has been
chosen as it reduces the execution risk in respect of the
Acquisition and minimises cost, time to completion and use of
management time.
For further enquiries, please contact:
Strix Group Plc Tel: +44 (0) 1624 829829
Mark Bartlett, CEO
Raudres Wong, CFO
Zeus (Joint Bookrunner) +44 (0) 20 3829 5000
Nick Cowles / Jamie Peel / Jordan Warburton / Matt Hogg (Investment Banking)
Dominic King (Corporate Broking)
Stifel Nicolaus Europe Limited (Joint Bookrunner) +44 (0) 20 7710 7600
Matthew Blawat / Francis North
IFC Advisory Limited (Financial PR and IR) +44 (0) 20 3934 6630
Graham Herring / Tim Metcalfe / Florence Chandler
Market Abuse Regulation (EU) NO. 596/2014
This Announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018,
as amended.
The person responsible for arranging release of this
Announcement on behalf of the Company is Mark Bartlett.
Information on Strix
Isle of Man based Strix, is a global leader in the design,
manufacture and supply of kettle safety controls and other
components and devices involving water heating and temperature
control, steam management and water filtration.
Strix's core product range comprises a variety of safety
controls for small domestic appliances, primarily kettles. Kettle
safety controls require precision engineering and intricate
knowledge of material properties in order to repeatedly function
correctly. Strix has built up market leading capability and
know-how in this field since being founded in 1982.
Strix is admitted to trading on the AIM Market of the London
Stock Exchange (AIM: KETL).
Information on Billi
Established in 1989 and headquartered in Melbourne, with
distribution channels located across Australia, and internationally
in New Zealand, UK, Hong Kong, Singapore and China, Billi is
renowned for its premium filtered and temperature-controlled water
systems and manufacturing innovation. The Company is led by a
highly experienced management team with over 50 years of expertise
in leadership positions.
Products are marketed under two distinct ranges - 'Billi for
Work' (commercial) and 'Billi for Home' (residential), both sets of
products are fitted with industry leading features such as
water-cooled technology and space saving features. The core product
range is supported by consumable offerings (filters, CO2
cannisters, spare parts) and service (plans and reactive). The
Billi products are first choice for architects and designers for
specifications of products with an ESG focus, due to Billi's strong
ESG credentials. Billi was certified by Global Greentag, the WELL
building institute and Green Gas and has positioned itself at the
forefront of ESG in the premium filtered water systems
category.
Billi operated in the high growth and strategically important
hot tap and water filtration markets. Businesses and consumers are
increasingly becoming health and environmentally conscious and so
Billi has benefitted from the shift away from bottled beverage
consumption and the perception of filtered water systems being seen
as a must-have product in the home and office. As a result, Billi
has seen a c. 6% CAGR growth in its commercial channel and 30% CAGR
growth in its residential channel.
Billi has a total of 216 employees.
Details of the Placing
The Group is proposing to raise gross proceeds of approximately
GBP 10 million through the issue of the Placing Shares at the
Placing Price. In accordance with the terms of the term and
revolving credit facilities agreement that the Group has agreed in
connection with the Acquisition, the net proceeds of the Placing
will be used in their entirety to partially prepay and cancel the
term loan commitment. Failure to prepay and cancel the term loan in
the amount of not less than GBP10 million from the proceeds of the
Placing (or an alternative equity raise) within three months of the
effective date of the amendment and restatement agreement in
respect of the facility agreement will constitute an event of
default under the facility agreement. The Company has conducted a
market sounding exercise and is therefore confident that there will
be sufficient demand in the Placing to meet the minimum required
prepayment of the term loan.
The Placing will be conducted by way of an accelerated bookbuild
process ("Bookbuild") which will be launched immediately following
this Announcement, in accordance with the terms and conditions set
out in the Appendix to this Announcement. The Bookbuild process
will be managed by Zeus and Stifel acting as Joint Bookrunners.
The Joint Bookrunners have today entered into a placing
agreement with the Company (the "Placing Agreement"). Under the
terms of the Placing Agreement, the Joint Bookrunners have each
agreed, subject to certain conditions, to use their respective
reasonable endeavours to procure placees for the Placing
Shares.
The timing of the closing of the Bookbuild and the final number
and allocation of Placing Shares will be determined at the
discretion of the Company (in consultation with Stifel and Zeus).
The Bookrunners reserve the right, by agreement with the Company,
to increase the size of the Placing to accommodate additional
demand.
The Placing, which is subject to the terms and conditions set
out in the Appendix to this Announcement, is conditional upon,
inter alia, Admission becoming effective and the Placing Agreement
becoming unconditional in all respects by no later than 8.00 a.m.
on 10 October 2022 (or such later time and/or date, being not later
than 17 October 2022, as the Company, Zeus and Stifel may agree).
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is expected
that Admission will occur and that dealings will commence at 8.00
a.m. on 10 October 2022.
The Placing Shares will rank, on issue, pari passu in all
respects with the existing ordinary shares of 1 penny each in the
capital of the Company and will be issued free from all liens,
charges and encumbrances.
The Placing is not conditional on Shareholder approval, nor is
the Placing conditional on the completion of the Acquisition, which
is expected to be before year end. Completion of the Placing is not
a condition to completion of the Acquisition.
The Joint Bookrunners are not underwriting the Placing.
A further announcement will be made following closing of the
Placing, confirming the final details.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notice" section below.
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing.
Persons who have chosen to participate in the Placing, by making an
oral or written 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 herein, and to be providing the
representations, warranties, agreements, acknowledgements and
undertakings contained in the Appendix.
Expected Timetable of Principal Events
2022
Announcement of the Acquisition and 5 October
Placing
Announcement of the results of the 5 October
Placing
----------------
Admission and commencement of dealings 10 October
of the Placing Shares
----------------
Placing Shares credited to CREST stock 10 October
accounts
----------------
Completion of the Acquisition Before year end
----------------
Notes:
(i) References to times are to London time (unless otherwise stated).
(ii) If any of the above times or dates should change, the
revised times and/or dates will be notified by the Group via an
announcement to an RIS.
(iii) The timing of the events in the above timetable that fall
after the publication of this Announcement are indicative only and
subject to change.
IMPORTANT NOTICE
This announcement (including the appendix) and the terms and
conditions set out herein (the "Announcement") do not constitute or
form part of, and should not be construed as, any offer to sell or
issue or a solicitation of an offer to buy, subscribe for or
otherwise acquire any securities in any jurisdiction. This
Announcement is not for publication or distribution, directly or
indirectly, in whole or in part, in or into the United States of
America (including its territories and possessions, any state of
the United States and the District of Columbia) (the "United
States"), Australia, Canada, Japan, the Republic of South Africa or
any other jurisdiction in which such publication or distribution
would be unlawful ("Restricted Jurisdiction") (or to any persons in
a Restricted Jurisdiction) unless permitted pursuant to an
exemption under the relevant local law or regulation in any such
jurisdiction. Any failure to comply with this restriction may
constitute a violation of the applicable laws of such
jurisdictions. Persons needing advice should consult an independent
financial adviser.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States. This
Announcement is not an offer of securities for sale into the United
States. The securities referred to herein have not been and will
not be registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act"), and may not be offered or sold in the
United States, except pursuant to an applicable exemption from
registration. No public offering of securities is being made in the
United States.
No action has been taken by Strix Group plc (the "Company"),
Stifel Nicolaus Europe Limited ("Stifel"), Zeus Capital Limited
("Zeus") or any of their respective directors, officers, partners,
agents, employees, affiliates, advisors, consultants, persons
connected with them as defined in the Financial Services and
Markets Act 2000, as amended ("FSMA") (together, "Affiliates") that
would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement.
This Announcement is directed at and is only being distributed
to: (A) if in a member state of the European Economic Area, persons
who are "qualified investors" within the meaning of Article 2(e) of
Regulation (EU) 2017/1129, as amended (the "EU Prospectus
Regulation"), (B) if in the United Kingdom, persons who are
"qualified investors" within the meaning of Article 2(e) of
Regulation (EU) 2017/1129, as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018, as amended (the
"UK Prospectus Regulation") and who (i) have professional
experience in matters relating to investments falling within the
definition of "investment professionals" in Article 19(5) of
FSMA(Financial Promotion) Order 2005, as amended (the "Order"); or
(ii) high net worth entities falling within Article 49(2)(a) to (d)
of the Order or (C) other persons to whom it may otherwise lawfully
be communicated (all such persons together being referred to as
"Relevant Persons"). No other person should act on or rely on this
Announcement and persons distributing this Announcement must
satisfy themselves that it is lawful to do so. By accepting the
terms of this Announcement, you represent and agree that you are a
Relevant Person. This Announcement must not be acted on or relied
on by persons who are not Relevant Persons. Any investment or
investment activity to which this Announcement relates is available
only to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this Announcement are for
information purposes only.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by, a person
authorised under FSMA. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person.
No prospectus has been or will be made available in connection
with the matters contained in this Announcement and no such
prospectus is required (in accordance with the EU Prospectus
Regulation and the UK Prospectus Regulation) to be published.
The information contained in this Announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this Announcement or its accuracy, fairness or completeness.
None of the information in this Announcement has been independently
verified or approved by Stifel, Zeus or any of their respective
Affiliates.
Certain statements in this Announcement are forward-looking
statements, which include all statements other than statements of
historical fact and which are based on the Company's expectations,
intentions and projections regarding the Company's future financial
condition, performance, anticipated events, strategic initiatives,
or trends, the Acquisition, the future performance of the Company
resulting from the potential Acquisition and other matters that are
not historical facts. These forward-looking statements, which may
use words such as "aim", "anticipate", "believe", "could",
"intend", "estimate", "expect" (or the negatives thereof) and words
of similar meaning. These forward-looking statements are not
guarantees of future performance and involve known and unknown
risks, assumptions, uncertainties and other factors that could
cause the actual results of operations, financial condition,
performance, liquidity and dividend policy and the development of
the industries in which the Company's and Billi's businesses
operate to differ materially from those expressed or implied by the
forward-looking statements. Given those risks and uncertainties,
prospective investors should not rely on such forward-looking
statements in making their investment decisions. In particular, but
without prejudice to the generality of the above, no representation
or warranty is given, and no responsibility or liability is
accepted, either as to the achievement or reasonableness of any
future projections, forecasts, estimates or statements as to any
prospects or future returns contained or referred to in this
Announcement or in relation to the basis or assumptions underlying
such projections or forecasts. Forward-looking statements speak
only as of the date of such statements. Except as required by the
London Stock Exchange or applicable law, the Company, Stifel, Zeus
and their respective Affiliates undertake no obligation to update
or revise publicly any forward-looking statements, whether as a
result of new information, future events or otherwise. Results can
be positively or negatively affected by market conditions beyond
the control of the Company or any other person.
Stifel and Zeus, each of which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, are acting
exclusively for the Company and for no one else in connection with
the Placing and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the
Placing or any other matter referred to in this Announcement, and
will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients nor
for providing advice in relation to the Placing, or any other
matter referred to in this Announcement. The responsibilities of
Zeus as the Company's nominated adviser under the AIM Rules for
Companies and the AIM Rules for Nominated Advisers are owed solely
to the London Stock Exchange and are not owed to the Company or any
director, shareholder or any other person.
This Announcement is being issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by or on
behalf of Stifel or Zeus or any of their respective Affiliates as
to, or in relation to, the accuracy, adequacy 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 therefor is expressly disclaimed.
Recipients of this Announcement should conduct their own
independent investigation, evaluation and assessment of the merits
or otherwise of the business, data and property described in this
Announcement. This Announcement does not constitute a
recommendation concerning any investor's options with respect to
the Placing. The price and value of securities can go down as well
as up. Past performance is not a guide to future performance. 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 or earnings per share of the Company for the current
or future financial years would necessarily match or exceed the
historical published earnings or earnings per share of the Company.
The contents of this Announcement are not to be construed as legal,
business, financial, regulatory or tax advice. Each shareholder or
prospective investor should consult with his or her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business, regulatory or tax advice. Investing
in the Placing Shares involves a substantial degree of risk.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM.
The Appendix to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
Placee will be deemed to have read and understood this Announcement
(including the Appendix) in its entirety and to be making such
offer to acquire Placing Shares on the terms and subject to the
conditions set out in this Announcement and to be providing the
representations, warranties, undertakings and acknowledgements
contained in the Appendix.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
Information to Distributors
UK product governance
Solely for the purposes of the product governance requirements
contained within of Chapter 3 of the FCA Handbook Production
Intervention and Product Governance Sourcebook (the "UK Product
Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that such securities are: (i) compatible with an end
target market of investors who meet the criteria of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in Chapter 3
of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all permitted distribution
channels (the "UK Target Market Assessment"). Notwithstanding the
UK Target Market Assessment, distributors should note that: (a) the
price of the Placing Shares may decline and investors could lose
all or part of their investment; (b) the Placing Shares offer no
guaranteed income and no capital protection; and (c) an investment
in the Placing Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The UK Target Market Assessment
is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, the Joint Bookrunners will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapter 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the Placing
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
EEA product governance
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the
Company's ordinary shares is compatible only with investors who do
not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Joint Bookrunners will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") ARE RESTRICTED AND
ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED JURISDICTIONS") UNLESS
PERMITTED PURSUANT TO AN EXEMPTION UNDER THE RELEVANT LOCAL LAW OR
REGULATION IN ANY SUCH JURISDICTION.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING AND NO PUBLIC OFFERING OF PLACING SHARES IS BEING OR WILL
BE MADE. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND
REFERRED TO IN IT ARE DIRECTED ONLY AT PERSONS WHO ARE (A) IF IN A
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE
"QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF THE
REGULATION (EU) 2017/1129, AS AMED (THE "EU PROSPECTUS
REGULATION"); (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE
"QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF
REGULATION (EU) 2017/1129, AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED (THE
"UK PROSPECTUS REGULATION") AND WHO (I) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN THE
DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "ORDER"); OR (II) HIGH NET WORTH ENTITIES
FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (C) OTHER
PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE OR FORM PART OF AN
OFFER FOR SALE OR SUBSCRIPTION OR A SOLICITATION OF AN OFFER FOR
SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT
BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. EACH PLACEE SHOULD CONSULT WITH ITS
OWN ADVISERS AS TO LEGAL, BUSINESS, FINANCIAL, REGULATORY, TAX AND
RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. DISTRIBUTION OF
THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR
PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by or on behalf of Strix Group plc (the
"Company"), Stifel Nicolaus Europe Limited ("Stifel"), Zeus Capital
Limited ("Zeus" and, together with Stifel, the "Joint Bookrunners")
or their respective directors, officers, partners, agents,
employees, affiliates, advisors, consultants, persons connected
with them as defined in the Financial Services and Markets Act
2000, as amended ("FSMA") (together, "Affiliates") 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 therefor is expressly disclaimed.
The Placing Shares have not been and will not be registered
under the U.S. 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, transferred or delivered, directly or indirectly, in or
into the United States absent registration under the Securities
Act, except pursuant to an exemption from the registration
requirements of the Securities Act. No public offering of the
Placing Shares is being made in the United States. The Placing
Shares are being offered and sold outside the United States in
"offshore transactions", as defined in, and in compliance with,
Regulation S under the Securities Act. Persons receiving this
Announcement (including custodians, nominees and trustees) must not
forward, distribute, mail or otherwise transmit it or any part of
it in or into the United States.
This Announcement does not constitute or form part of an offer
to sell or issue or a solicitation of an offer or invitation to buy
or subscribe for or otherwise acquire any securities in any
jurisdiction. No copy or part of this Announcement or the
information contained in it may be published or distributed,
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.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offered in compliance
with the securities laws of any state, province or territory of
Australia, Canada, Japan or the Republic of South Africa.
Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia,
Canada, Japan or the Republic of South Africa or any other
jurisdiction outside the United Kingdom.
No action has been taken by the Company, Stifel, Zeus or any of
their respective Affiliates that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons receiving this Announcement are required to
inform themselves about and to observe any restrictions contained
in this Announcement.
Persons distributing any part of this Announcement must satisfy
themselves that it is lawful to do so. 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
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean
that earnings or earnings per share of the Company for the current
or future financial years would necessarily match or exceed the
historical published earnings or earnings per share of the
Company.
Stifel and Zeus, each of which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority ("FCA"), are
acting exclusively for the Company and for no one else in
connection with the Placing and will not regard any other person
(whether or not a recipient of this Announcement) as a client in
relation to the Placing or any other matter referred to in this
Announcement, and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective
clients nor for providing advice in relation to the Placing, or any
other matter referred to in this Announcement.
By participating in the Placing, each Placee is deemed to have
read and understood this Announcement (including the Appendix) in
its entirety and to be making such offer to acquire Placing Shares
on the terms and subject to the conditions set out in this
Announcement and to be providing the representations, warranties,
undertakings, agreements and acknowledgements contained in this
Appendix.
In particular, each Placee represents, warrants, undertakes and
acknowledges to and agrees with the Company and the Joint
Bookrunners (amongst other things) that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. if it is a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation, (a) the Placing
Shares purchased by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the EEA other than "qualified investors" within the meaning of
Article 2(e) of the EU Prospectus Regulation or in circumstances in
which the prior consent of the Joint Bookrunners has been given to
the offer or resale, or (b) where the Placing Shares have been
subscribed for by it on behalf of persons in any member state of
the EEA other than "qualified investors" within the meaning of
Article 2(e) of the EU Prospectus Regulation, the offer of those
Placing Shares to it is not treated under the EU Prospectus
Regulation as having been made to such persons;
3. if it is a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation, (a) the Placing
Shares purchased by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in the UK other
than Relevant Persons or in circumstances in which the prior
consent of the Joint Bookrunners has been given to the offer or
resale, or (b) where the Placing Shares have been subscribed for by
it on behalf of persons in the UK other than Relevant Persons, the
offer of those Placing Shares to it is not treated under the UK
Prospectus Regulation as having been made to such persons;
4. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement;
5. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
6. it (and any person on whose account it is acting) is located
outside the United States and is otherwise acquiring the Placing
Shares in an "offshore transaction" meeting the requirements of
Regulation S under the Securities Act.
The Company and the Joint Bookrunners will rely upon the truth
and accuracy of the foregoing representations, warranties,
acknowledgements, undertakings and agreements. Each Placee hereby
agrees with the Company and the Joint Bookrunners to be bound by
these terms and conditions as being the terms and conditions upon
which Placing Shares will be issued. A Placee shall, without
limitation, become so bound if either of the Joint Bookrunners
confirms to such Placee its allocation of Placing Shares.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into an agreement (the "Placing
Agreement") with the Joint Bookrunners. Pursuant to the Placing
Agreement, each of the Joint Bookrunners has agreed, subject to the
terms and conditions set out in such agreement, severally (and not
jointly or jointly and severally) as agent for and on behalf of the
Company, to use its reasonable endeavours to procure Placees for
the Placing Shares. The Placing is not being underwritten.
The Joint Bookrunners will today commence the bookbuilding
process (the "Bookbuild") to determine demand for participation in
the Placing by Placees. This Appendix gives details of the terms
and conditions of, and the mechanics for participation in, the
Placing. No commissions will be paid to Placees or by Placees in
respect of any Placing Shares. Members of the public are not
entitled to participate. The Company and the Joint Bookrunners
shall be entitled to effect the Placing by such alternative method
to the Bookbuild as they may, in their absolute discretion,
determine.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, be credited as fully paid and rank
pari passu in all respects with each other and with the existing
ordinary shares of 1 penny each in the capital of the Company (the
"Ordinary Shares"), including the right to receive all dividends
and other distributions declared, made or paid in respect of the
Ordinary Shares after the date of issue of the Placing Shares. The
Placing Shares will be issued free of any encumbrance, lien or
other security interest.
Application for Admission
Application will be made to London Stock Exchange plc for
admission of the Placing Shares to trading on AIM ("Admission").
Admission is expected to become effective on or around 10 October
2022 (or such later time and/or date as the Joint Bookrunners may
agree with the Company, b eing not later than 17 October 2022) and
dealings in the Placing Shares are expected to commence on the same
day.
Principal terms of the Placing
1. Each of the Joint Bookrunners is acting as joint bookrunner
and agent of the Company in connection with the Placing on the
terms and subject to the conditions of the Placing Agreement.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by the Joint
Bookrunners to participate. Each of the Joint Bookrunners and any
of their respective Affiliates are entitled to enter bids in the
Bookbuild as principal.
3. The placing price of 115p per Placing Share (the "Placing
Price") will be payable to the Joint Bookrunners (as agents for the
Company) by all Placees whose bids are successful. No commissions
will be paid to Placees or by the Placees in respect of any Placing
Shares.
4. The final number of Placing Shares will be determined by the
Company (in consultation with the Joint Bookrunners) following
completion of the Bookbuild. The results of the Placing will then
be announced on a Regulatory Information Service as soon as is
practicable following completion of the Bookbuild.
5. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing to their usual
sales contact at Stifel or Zeus. Each bid should state the number
of Placing Shares which the prospective Placee wishes to subscribe
for at the Placing Price. Bids may be scaled down by the Joint
Bookrunners on the basis referred to in paragraph 9 below. Each of
the Joint Bookrunners reserves the right not to accept bids or to
accept in bids in part rather than in whole.
6. The Bookbuild is expected to close later today but may be
closed earlier or later at the absolute discretion of the Joint
Bookrunners in consultation with the Company. The Joint Bookrunners
may, in agreement with the Company, accept bids, either in whole or
in part, that are received after the Bookbuild has closed, allocate
Placing Shares after the time of any initial allocation to any
person submitting a bid after time and allocate Placing Shares
after the Bookbuild has closed to any person submitting a bid after
that time.
7. Each prospective Placee's allocation will be agreed between
the Company and the Joint Bookrunners, and will be confirmed orally
or in writing by one of the Joint Bookrunners (each as agent for
the Company) to such Placee, and a trade confirmation will be
despatched as soon as practicable thereafter and the terms and
conditions of this Appendix will be deemed incorporated into the
trade confirmation.
8. A Joint Bookrunner's oral and/or written confirmation to any
person of an allocation of Placing Shares will give rise to an
immediate, separate, irrevocable and legally binding commitment by
that person, in favour of the Joint Bookrunners and the Company,
under which it agrees and is obligated to (a) acquire the number of
Placing Shares allocated to it and (b) pay the Joint Bookrunners
(or as they may direct) in cleared funds an amount equal to the
product of the Placing Price and the number of Placing Shares
allocated to it and that the Company has agreed to allot and issue
to that Placee, on the terms and subject to the conditions set out
in this Appendix and in accordance with the Company's articles of
association. Except with the Joint Bookrunners' consent, such
commitment will not be capable of variation or revocation after the
time at which it is submitted.
9. Subject to paragraphs 4 and 5 above, the Joint Bookrunners
may choose to accept bids, either in whole or in part, on the basis
of allocations determined in agreement with the Company and may
scale down any bids for this purpose on such basis as they may
determine.
10. The Company reserves the right (upon agreement with the
Joint Bookrunners) to reduce or seek to increase the amount to be
raised pursuant to the Placing.
11. Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners or the
Company using the name of any Placee (or its agent) in its capacity
as Placee (or agent) other than with such Placee's prior written
consent.
12. Irrespective of the time at which the Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time on the basis explained below
under "Registration and Settlement".
13. All obligations under the Placing will be subject to
fulfilment (or where applicable, waiver) of the conditions referred
to below under "Conditions of the Placing" and to the Placing not
being terminated on the basis referred to below under "Rights to
terminate under the Placing Agreement".
14. By participating in the Bookbuild, each Placee will agree
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee after
confirmation (oral or otherwise) by a Joint Bookrunner.
15. To the fullest extent permissible by law, neither the Joint
Bookrunners nor any of their respective Affiliates shall have any
liability (whether in contract, tort or otherwise and including to
the extent permissible by law, any fiduciary duties) to Placees or
to any other person whether acting on behalf of a Placee or
otherwise. In particular, neither of the Joint Bookrunners nor any
of their respective Affiliates shall have any liability (whether in
contract, tort or otherwise and including, to the extent
permissible by law, any fiduciary duties) in respect of their
conduct of the Bookbuild or of such alternative method of effecting
the Placing as the Joint Bookrunners and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of the Joint Bookrunners under the Placing
Agreement are conditional on certain customary conditions including
(but not limited to):
1. the warranties given by the Company under the Placing
Agreement being true and accurate and not misleading at the date of
the Placing Agreement, at the time of execution of the term sheet
and at Admission by reference to the facts and circumstances then
subsisting;
2. the Company having complied with its obligations under the
Placing Agreement to the extent that such obligations are required
to be performed on or prior to Admission, in each case, in all
respects which are, in the good faith opinion of the Joint
Bookrunners, material in the context of the Placing and/or
Admission;
3. the net proceeds of the Placing being sufficient to meet the
condition relating to the minimum required prepayment of the term
loan commitment (as described above in this Announcement);
4. the acquisition agreement having been duly executed and not
having lapsed or been varied, rescinded or terminated;
5. there not having occurred, in the good faith opinion of the
Joint Bookrunners, any material adverse change in the group;
6. Admission taking place by not later than 8.00 a.m. on 10
October 2022 (or such later time and/or date as the Company and the
Joint Bookrunners may agree being not later than 17 October
2022).
The Joint Bookrunners have discretion to waive compliance by the
Company with the whole or any part of certain of the Company's
obligations in relation to the conditions in the Placing Agreement
and/or agree an extension in time for their satisfaction. Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement.
If (a) any of the conditions contained in the Placing Agreement
(including those described above) are not fulfilled (or, to the
extent permitted under the Placing Agreement, waived by the Joint
Bookrunners) by the relevant time or date specified in the Placing
Agreement (or such later time or date as the Company and the Joint
Bookrunners may agree), 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
terminate at such time and no claim may be made by a Placee in
respect thereof.
Neither the Company, nor the Joint Bookrunners nor any of their
respective Affiliates shall have any liability to any Placees (or
to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they 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 and by participating in the
Placing each Placee agrees that any such decision is within the
absolute discretion of the Company and/or the Joint
Bookrunners.
By participating in the Placing, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Rights to terminate under
the Placing Agreement" and will not be capable of rescission or
termination by the Placee after confirmation (oral or otherwise) by
a Joint Bookrunner.
Rights to terminate under the Placing Agreement
The Joint Bookrunners may, at any time before Admission,
terminate their obligations under the Placing Agreement by giving
notice to the Company if, inter alia:
1. the application for Admission and/or the Company's
application to Euroclear for the Placing Shares to be admitted as
participating securities in CREST is withdrawn by the Company
and/or refused by the London Stock Exchange or Euroclear (as
appropriate);
2. it shall come to the notice of either Joint Bookrunner that
any statement contained in this Announcement or certain of the
other documents issued in relation to the Placing is or has become
untrue or incorrect or misleading, or any matter has arisen which
would constitute a material omission from this Announcement or such
other documents;
3. there has been a breach by the Company of any of the
warranties in the Placing Agreement ;
4. there has been a breach by the Company of its obligations
under the Placing Agreement or the acquisition agreement which, in
the good faith opinion of a Joint Bookrunner, is material in the
context of the Placing and/or Admission;
5. in the good faith opinion of the Joint Bookrunners, a
material adverse change in respect of the group has occurred;
or
6. there has occurred certain market disruption or force majeure events; or
7. any of the conditions in the Placing Agreement has not been
satisfied or (to the extent capable of being waived) waived by the
Joint Bookrunners by the date specified therein (or such later time
and/or the date as the Company and the Joint Bookrunners may
agree).
Upon termination, the Company and the Joint Bookrunners shall be
released and discharged (except for any liability arising before or
in relation to such termination) from their respective obligations
under or pursuant to the Placing Agreement, subject to certain
exceptions.
By participating in the Placing, each Placee agrees that the
exercise by the Joint Bookrunners of any right of termination or
other discretion under the Placing Agreement shall be within the
absolute discretion of the Joint Bookrunners (acting in good faith
where required) and that the Joint Bookrunners will not need to
make any reference to, consult with or seek consent from the
Placees in this regard and the Joint Bookrunners and the Company
(or the Company's directors, officers or employees) shall not have
any liability whatsoever to the Placees in connection with any such
exercise or failure so to exercise.
No prospectus
No offering document or prospectus has been or will be prepared,
submitted or approved by the FCA in relation to the Placing and no
such prospectus is required to be published and Placees'
commitments will be made solely on the basis of the information
contained in this Announcement and any information published by or
on behalf of the Company by notification to a Regulatory
Information Service prior to the publication of this Announcement
and subject to the further terms set forth in the trade
confirmation to be provided to individual prospective Placees.
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 the Joint Bookrunners
and the Company that it has neither received nor relied on any
information, representation, warranty or statement made by or on
behalf of the Joint Bookrunners or any of their respective
Affiliates, any persons acting on their behalf or the Company and
neither of the Joint Bookrunners nor any of their respective
Affiliates, nor any persons acting on behalf of the foregoing, nor
the Company 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, and
agrees with the Joint Bookrunners, for itself and as agent for the
Company that it has relied on its own investigation of the
business, financial or other position of the Company in deciding to
participate in the Placing. Nothing in this paragraph shall exclude
the liability of any person for fraudulent misrepresentation.
Restriction on further issue of securities
The Company has undertaken to the Joint Bookrunners that,
between the date of the Placing Agreement and 180 calendar days
after the date of Admission, it will not, without the prior written
consent of the Joint Bookrunners, directly or indirectly allot or
issue Ordinary Shares, subject to customary exceptions agreed
between the Joint Bookrunners and the Company.
By participating in the Placing, Placees agree that the exercise
by the Joint Bookrunners of any power to consent to waive the
undertaking by the Company of a transaction which would otherwise
be subject to such undertaking shall be within the absolute
discretion of the Joint Bookrunners, and that they do not need to
make any reference to, consult with, or seek consent from, Placees
and that the Joint Bookrunners shall have no liability to Placees
whatsoever in connection with any such exercise (or failure to
exercise) of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
IM00BF0FMG91) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST is
expected to occur on 10 October 2022 unless otherwise notified by
the Joint Bookrunners. The Joint Bookrunners reserve the right to
require settlement for and delivery of the Placing Shares to
Placees by such other means that they deem necessary, if delivery
or settlement is not possible or practicable within the CREST
system within the timetable set out in this Announcement or would
not be consistent with the regulatory requirements in the Placee's
jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation in accordance with the standing arrangements
in place with the Joint Bookrunners stating the number of Placing
Shares allocated to it, the Placing Price, the aggregate amount
owed by such Placee to the Joint Bookrunners and settlement
instructions. 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 that it has in place with the Joint
Bookrunners.
A Placee's entitlement to receive any Placing Shares under the
Placing will be conditional on the Joint Bookrunners' receipt of
payment in full for such Placing Shares by the relevant time to be
stated in the written confirmation referred to above, or by such
later time and date as the Joint Bookrunners and the Company may in
their absolute discretion determine, or otherwise in accordance
with that confirmation's terms.
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: (a) the Company may release itself (if it
decides in its absolute discretion to do so) and will be released
from all obligations it may have to issue any such Placing Shares
to such Placee or at its direction which are then unissued; (b) the
Company may exercise all rights of lien, forfeiture and set-off
over and in respect of any Placing Shares to the fullest extent
permitted under its articles of association or otherwise by law and
to the extent that such Placee then has any interest in or rights
in respect of any Placing Shares; (c) the Company or the Joint
Bookrunners may sell (and all of them are irrevocably authorised by
such Placee to do so) all or any Placing Shares on such Placee's
behalf and then retain from the proceeds, for the account and
benefit of the Company or, where applicable, the Joint Bookrunners
(i) any amount up to the total amount due to it as, or in respect
of, subscription monies, or as interest on such monies, for any
Placing Shares, (ii) any amount required to cover any stamp duty or
stamp duty reserve tax (together with any interest or penalties)
arising on the sale of such Placing Shares on such Placee's behalf,
and (iii) any amount required to cover dealing costs and/or
commissions necessarily or reasonably incurred by it in respect of
such sale; and (d) such Placee shall remain liable to the Company
(and to the Joint Bookrunners as applicable) for the full amount of
any losses or shortfall and of any costs which it may suffer or
incur as a result of it (i) not receiving payment in full for such
Placing Shares by the required time, and/or (ii) the sale of any
such Placing Shares to any other person at whatever price and on
whatever terms actually obtained for such sale by or for it. By
communicating a bid for Placing Shares, each Placee confers on the
Joint Bookrunners all such authorities and powers necessary to
carry out any such sale under this paragraph and agrees to ratify
and confirm all actions which the Joint Bookrunners lawfully take
in pursuance of such sale.
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 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 the Joint Bookrunners 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 and Warranties
By submitting a bid and/or participating in the Placing, each
Placee (and any person acting on such Placee's behalf) irrevocably
acknowledges, confirms, undertakes, represents and agrees (as the
case may be) with the Company and each Joint Bookrunner, in each
case as a fundamental term of its application for Placing Shares,
that:
1. it has read and understood this Announcement (including this
Appendix) in its entirety and acknowledges that its participation
in the Bookbuild and the Placing will be governed by the terms and
conditions of the Placing as referred to and included in this
Announcement (including this Appendix);
2. no prospectus or offering document has been or will be
prepared in connection with the Placing and that it has not
received and will not receive a prospectus or other offering
document in connection with the Placing or the Placing Shares;
3. the Placing does not constitute a recommendation or financial
product advice and the Joint Bookrunners have not had regard to its
particular objectives, financial situation or needs;
4. (a) the ordinary shares in the capital of the Company are
admitted to trading on AIM, and the Company is therefore required
to publish certain business and financial information in accordance
with the rules and practices of the London Stock Exchange and
Regulation (EU) No. 596/2014 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018, as amended ("UK
MAR") (collectively "Exchange Information"), which includes a
description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account,
and that it is able to obtain or access such information or
comparable information concerning any other publicly traded company
without undue difficulty; and (b) it has had access to such
financial and other information (including business, financial
condition, prospects, creditworthiness, status and affairs of the
Company, the Placing and the Placing Shares) concerning the
Company, the Placing and the Placing Shares as it has deemed
necessary in connection with its own investment decision to acquire
any of the Placing Shares;
5. it has made its own assessment of the Company, the Placing
Shares and the terms and conditions of the Placing and has relied
on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and has satisfied itself that the information is still current;
6. it will indemnify on an after-tax basis and hold harmless
each of the Company, the Joint Bookrunners, their respective
Affiliates and any person acting on behalf of any of the foregoing
from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach by it of the representations, warranties, acknowledgements,
agreements and undertakings in this Announcement (including this
Appendix) and agrees that the provisions of this Announcement
including this Appendix shall survive after completion of the
Placing;
7. neither of the Joint Bookrunners nor any of their respective
Affiliates nor any person acting on behalf of any of the foregoing
has provided, and none of them will provide it with, any material
or information regarding the Placing Shares or the Company; nor has
it requested that the Joint Bookrunners nor any of their respective
Affiliates nor any person acting on their behalf to provide it with
any such material or information;
8. the content of this Announcement is exclusively the
responsibility of the Company and that neither of the Joint
Bookrunners nor any of their respective Affiliates nor any person
acting on behalf of any of the foregoing 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 or subsequently published by or on
behalf of the Company (including, without limitation, the Exchange
Information) and neither of the Joint Bookrunners nor any of their
respective Affiliates nor any person acting on behalf of any of the
foregoing 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 Placing Shares is the information
contained in this Announcement and any Exchange Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and that it has relied on
its own investigation with respect to the Placing Shares and the
Company in connection with its decision to subscribe for Placing
Shares and acknowledges that it is not relying on any investigation
that the Joint Bookrunners, any of their respective Affiliates or
any person acting on behalf of any of the foregoing may have
conducted with respect to the Placing Shares or the Company and its
Affiliates and none of such persons has made any representations to
it, express or implied, with respect thereto;
9. in making any decision to acquire Placing Shares: (a) it has
such knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for Placing Shares; (b) 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; (c) it has had sufficient time and access to
information to consider and conduct its own investigation with
respect to the offer and subscription for Placing Shares, including
the tax, legal and other economic considerations; (d) it has relied
upon its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved; and (e) it will not look
to the Company, the Joint Bookrunners, any of their respective
Affiliates, or any person acting on behalf of any of the foregoing,
for all or part of any such loss or losses it may suffer;
10. it has not relied on any confidential price sensitive
information concerning the Company in making its investment
decision to participate in the Placing and is not purchasing the
Placing Shares on the basis of material non-public information or
inside information (as defined under UK MAR);
11. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares it has agreed to subscribe
for and acknowledges, agrees and undertakes that it (and any person
acting on its behalf) will pay the total subscription amount for
the Placing Shares allocated to it in accordance with the terms of
this Announcement by the due time and date set out in this
Announcement or any trade confirmation issued pursuant to this
Announcement, failing which the relevant Placing Shares may be
placed with other placees or sold at such price as the Joint
Bookrunners determine and without liability to such Placee, and it
will remain liable for any amount by which the net proceeds of such
sale falls short of the product of the Placing Price and the number
of Placing Shares allocated to it and may be required to bear any
costs, commissions, stamp duty or stamp duty reserve tax or other
similar taxes (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 Placing Shares on its behalf;
12. it has not relied on any information relating to the Company
contained in any research reports prepared by the Joint
Bookrunners, their respective Affiliates or any person acting on
behalf of any of the foregoing and understands that (a) neither of
the Joint Bookrunners nor any of their respective Affiliates nor
any person acting on behalf of any of the foregoing has or shall
have any liability for public information or any representation;
(b) neither of the Joint Bookrunners nor any of their respective
Affiliates nor any person acting on behalf of any of the foregoing
has or shall have any liability for any additional information that
has otherwise been made available to such Placee, whether at the
date of this Announcement or otherwise; and (c) neither of the
Joint Bookrunners nor any of their respective Affiliates nor any
person acting on behalf of any of the foregoing makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such information, whether at the date
of this Announcement or otherwise;
13. (a) it is entitled to acquire Placing Shares under the laws
and regulations of all relevant jurisdictions which apply to it;
(b) it has fully observed such laws and regulations and obtained
all such governmental and other guarantees and other consents and
authorities (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement (including this Appendix)) which may be required
thereunder and has complied with all necessary formalities; (c) it
has all necessary capacity and authority and is entitled to commit
to participation in the Placing and to perform its obligations in
relation thereto and will honour such obligations, and to make the
representations and agreements contained in this Appendix; (d) it
has paid any issue, transfer or other taxes due in connection with
its participation in the Placing in any territory; (e) it has not
taken any action which will or may result in the Company, or the
Joint Bookrunners or any of their respective Affiliates or any
person acting on behalf of any of the foregoing being in breach of
the legal and/or regulatory requirements of any territory in
connection with the Placing; and (f) if it is a pension fund or
investment company it is aware of, and it is in full compliance
with, all applicable laws and regulations with respect to its
subscription for Placing Shares;
14. it (and any person who it is acting on behalf of) is outside
of the United States and is otherwise acquiring the Placing Shares
in an "offshore transaction" meeting the requirements of Regulation
S under the Securities Act;
15. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed will not be,
a resident of, or with an address in any Restricted Jurisdiction,
and it acknowledges and agrees that the Placing Shares have not
been and will not be registered or otherwise qualified under the
securities legislation of any Restricted Jurisdiction and may not
be offered, sold, or acquired, directly or indirectly, within those
jurisdictions;
16. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any other materials concerning the
Placing (including any electronic copies thereof), directly or
indirectly, in whole or in part, in or into any Restricted
Jurisdiction;
17. if it is a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation, (a) the Placing
Shares purchased by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the EEA other than "qualified investors" within the meaning of
Article 2(e) of the EU Prospectus Regulation or in circumstances in
which the prior consent of the Joint Bookrunners has been given to
the offer or resale, or (b) where the Placing Shares have been
subscribed for by it on behalf of persons in any member state of
the EEA other than "qualified investors" within the meaning of
Article 2(e) of the EU Prospectus Regulation, the offer of those
Placing Shares to it is not treated under the EU Prospectus
Regulation as having been made to such persons;
18. if it is a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation, (a) the Placing
Shares purchased by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in the UK other
than Relevant Persons or in circumstances in which the prior
consent of the Joint Bookrunners has been given to the offer or
resale, or (b) where the Placing Shares have been subscribed for by
it on behalf of persons in the UK other than Relevant Persons, the
offer of those Placing Shares to it is not treated under the UK
Prospectus Regulation as having been made to such persons;
19. it has not offered or sold and will not offer or sell any
Placing Shares to the public in the United Kingdom or any member
state of the EEA except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted in
and which will not result in an offer to the public in the United
Kingdom within the meaning of section 85(1) of FSMA or an offer to
the public in a member state of the EEA within the meaning of the
EU Prospectus Regulation;
20. it has not been engaged to subscribe for the Placing Shares
on behalf of any other person who is not a qualified investor
(within the meaning of Article 2 of the UK Prospectus Regulation)
unless the terms on which it is engaged enable it to make decisions
concerning the acceptance of offers of transferable securities on
the client's behalf without reference to the client as described in
section 86(2) of FSMA;
21. 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
and it acknowledges and agrees that this Announcement has not been
approved by either of the Joint Bookrunners in their capacity as
authorised persons under section 21 of FSMA and it may not
therefore be subject to the controls which would apply if it was
made or approved as a financial promotion by an authorised
person;
22. it is aware of, has complied with and will comply with all
applicable laws with respect to anything done by it, or on its
behalf, in relation to the Placing Shares (including, without
limitation, all relevant provisions of FSMA and the Financial
Services Act 2012) in respect of anything done in, from or
otherwise involving the United Kingdom;
23. it is aware of and has complied with its obligations in
connection with money laundering and terrorist financing under the
Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism
Act 2006, the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017 and related or
similar rules, regulations or guidelines, issued, administered or
enforced by any government agency having jurisdiction in respect
thereof and the Money Laundering Sourcebook of the FCA (together,
the "Money Laundering Regulations") 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 Money Laundering Regulations, and its
application is only made on the basis that it accepts full
responsibility for any requirement to verify the identity of its
clients and other persons in respect of whom it has applied and
recorded by it to verify the identity of the third party as
required by the applicable law;
24. if in the United Kingdom, it is a "qualified investor"
within the meaning of Article 2(e) of the UK Prospectus Regulation
and (a) has professional experience in matters relating to
investments falling within the definition of "investment
professionals" in Article 19(5) of the Order, (b) high net worth
entities falling within Article 49(2)(a) to (d) of the Order, or
(c) is a person to whom this Announcement may otherwise lawfully be
communicated;
25. if in the United Kingdom, unless otherwise agreed with the
Joint Bookrunners, it is a "professional client" or an "eligible
counterparty" within the meaning of chapter 3 of the FCA's Conduct
of Business Sourcebook;
26. if in a member state of the EEA, it is a "qualified
investor" within the meaning of Article 2(e) of the EU Prospectus
Regulation;
27. it will acquire, hold, manage and (if applicable) dispose of
any Placing Shares that are allocated to it for the purposes of its
business only;
28. 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;
29. if it has received any confidential price sensitive
information (including inside information as defined under UK MAR)
about the Company in advance of the Placing, it has not: (a) dealt
in the securities of the Company; (b) encouraged or required
another person to deal in the securities of the Company; or (c)
disclosed such information to any person except as permitted under
applicable law, prior to the information being made publicly
available;
30. it is aware of its obligations regarding insider dealing,
including, without limitation, as contained within in the Criminal
Justice Act 1993 and UK MAR, and confirms that it has and will
continue to comply with those obligations;
31. neither the Joint Bookrunners, nor any of their respective
Affiliates nor any person acting on behalf of any of the foregoing
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 that neither the Joint
Bookrunners, nor any of their respective Affiliates nor any person
acting on behalf of any of the foregoing 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 the Joint Bookrunners'
rights and obligations thereunder, including any right to waive or
vary any condition or exercise any termination right contained
therein;
32. it irrevocably appoints each of the Joint Bookrunners and
any of their respective duly authorised officers 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;
33. that any person who confirms to the Joint Bookrunners on
behalf of a Placee an agreement to subscribe for Placing Shares
and/or who authorises the Joint Bookrunners to notify the Placee's
name to the Company's registrar, has authority to do so on behalf
of the Placee;
34. the agreement to settle each Placee's allocation of Placing
Shares (and/or the allocation 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 and the Placee agrees
that it shall be responsible for such stamp duty or stamp duty
reserve tax, and acknowledges that neither the Company nor the
Joint Bookrunners will be responsible. If this is the case, the
Placee should take its own advice and notify the Joint Bookrunners
accordingly;
35. that it, or the person specified by it for registration as a
holder of the Placing Shares, will be liable for any stamp duty and
all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines
or penalties relating thereto), if any, payable on acquisition of
any of the Placing Shares or the agreement to subscribe for the
Placing Shares and acknowledges and agrees that none of the Joint
Bookrunners, the Company, any of their respective Affiliates or any
person acting on behalf of any of the foregoing will be responsible
for any liability to stamp duty or stamp duty reserve tax resulting
from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to participate in the
Placing, and agrees to indemnify the Company and the Joint
Bookrunners on an after-tax basis in respect of the same, on the
basis that the Placing Shares will be allotted to the CREST stock
account of Stifel who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions;
36. the Placing Shares will be issued subject to the terms and
conditions set out in this Announcement (including this
Appendix);
37. in order to ensure compliance with the Money Laundering
Regulations, each of the Joint Bookrunners (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 the Joint Bookrunners or the Company's registrars,
as applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at the Joint
Bookrunners' absolute discretion or, where appropriate, delivery of
the Placing Shares to it in uncertificated form, may be retained at
the Joint Bookrunners' or the Company's registrars', as the case
may be, absolute discretion. If within a reasonable time after a
request for verification of identity, the Joint Bookrunners (for
themselves and as agent on behalf of the Company) or the Company's
registrars have not received evidence satisfactory to them, the
Joint Bookrunners 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;
38. when a Placee or any person acting on behalf of the Placee
is dealing with either of the Joint Bookrunners, any money held in
an account with the relevant Joint Bookrunners on behalf of the
Placee and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the relevant rules
and regulations of the FCA made under FSMA. The Placee acknowledges
that the money will not be subject to the protections conferred by
the client money rules; as a consequence, this money will not be
segregated from the relevant Joint Bookrunner's money in accordance
with the client money rules and will be used by the relevant Joint
Bookrunner in the course of its business; and the Placee will rank
only as a general creditor of the relevant Joint Bookrunner;
39. time is of the essence as regard its obligations in respect
of its participation in the Placing under these terms and
conditions;
40. the basis of allocation will be determined by the Company in
its absolute discretion in consultation with the Joint Bookrunners.
The right is reserved to reject in whole or in part and/or scale
back any participation in the Placing;
41. it irrevocably authorises the Company and the Joint
Bookrunners to produce this Announcement (including this Appendix)
pursuant to, in connection with, or as may be required by any
applicable law or regulation, administrative or legal proceeding or
official inquiry with respect to the matters set forth in this
Announcement (including this Appendix);
42. its commitment to subscribe for Placing Shares on the terms
set out in this Announcement (including this Appendix) will
continue notwithstanding any amendment that may in future be made
to the terms or conditions of the Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's conduct of the Placing;
43. each of the Joint Bookrunners, and their respective
Affiliates, acting as an investor for its or their own account(s)
may subscribe for and/or purchase Placing Shares and, in that
capacity may retain, purchase, offer to sell or otherwise deal for
its or their own account(s) in the Placing Shares, any other
securities of the Company or other related investments in
connection with the Placing or otherwise. Accordingly, references
in this Announcement to the Placing Shares being offered,
subscribed, acquired or otherwise dealt with should be read as
including any offer to, or subscription, acquisition or dealing by,
the Joint Bookrunners and/or any of their respective Affiliates
acting as investors for their own account(s). Each Placee further
acknowledges that the Joint Bookrunners and their respective
Affiliates may enter into financing arrangements and swaps with
investors in connection with which the Joint Bookrunners and any of
their respective Affiliates may from time to time acquire, hold or
dispose of such securities of the Company, including the Placing
Shares. Neither the Joint Bookrunners nor the Company intend to
disclose the extent of any such investment or transaction otherwise
than in accordance with any legal or regulatory obligation to do
so;
44. each of the Joint Bookrunners and their respective
Affiliates may have engaged in transactions with, and provided
various investment banking, financial advisory transactions and
services in the ordinary course of their business with the Company
and/or its Affiliates for which they would have received customary
fees and commissions, and each of the Joint Bookrunners and their
respective Affiliates may provide such services to the Company and
its Affiliates in the future;
45. a communication that the transaction or the book is
"covered" (i.e. indicated demand from investors in the book equals
or exceeds the amount of securities being offered) is not any
indication or assurance that the book will remain covered or that
the transaction and securities will be fully distributed by the
Joint Bookrunners. The Joint Bookrunners reserve the right to take
up a portion of the securities in the Placing as a principal
position at any stage at their sole discretion, inter alia, to take
account of the Company's objectives, MiFID II requirements and/or
their allocation policies;
46. neither the Company nor the Joint Bookrunners owes any
fiduciary or other duties to any Placee in respect of any
acknowledgements, confirmations, representations, warranties,
undertakings or indemnities in the Placing Agreement;
47. if it is subscribing for the Placing Shares as a fiduciary
or agent for one or more investor accounts, it has full power and
authority to make, and does make, the foregoing representations,
warranties, acknowledgements, agreements and undertakings on behalf
of each such accounts and it is and will remain liable to the
Company and the Joint Bookrunners for the performance of all its
obligations as a Placee in respect of the Placing (regardless of
the fact that it is acting for another person). Each Placee agrees
that the provisions of this paragraph will survive the resale of
the Placing Shares by or on behalf of any person for whom it is
acting;
48. its participation in the Placing, these terms and conditions and any contractual or non-contractual obligations arising out of, or in relation to thereto, shall be governed by and construed in accordance with English law and that the courts of England shall have exclusive jurisdiction to hear and decide any proceedings which may arise out of or in connection with these terms and conditions, except that enforcement proceedings in respect of the Placee's obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Joint Bookrunners or the Company in any jurisdiction; and
49. the Company, the Joint Bookrunners and others will rely upon
the truth and accuracy of the foregoing agreements,
acknowledgements, representations, warranties, agreements and
undertakings which are given to the Joint Bookrunners (for their
own benefit and, where relevant, the benefit of their respective
Affiliates) and the Company and are irrevocable.
No claim shall be made against the Company, the Joint
Bookrunners or their respective Affiliates or any other person
acting on behalf of any of the foregoing by a Placee to recover any
damage, cost, charge or expense which it may suffer or incur by
reason of or arising from the carrying out by it of the work to be
done by it pursuant to this Announcement or the performance of its
obligations pursuant to this Announcement or otherwise in
connection with the Placing.
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 the Joint
Bookrunners 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 the Joint Bookrunners in the event that either of the Company
and/or either of the Joint Bookrunners 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.
Each Placee should seek its own advice as to whether any of the
above tax liabilities arise.
All times and dates in this Announcement may be subject to
amendment. The Joint Bookrunners shall notify the Placees and any
person acting on behalf of the Placees of any such changes.
The rights and remedies of the Joint Bookrunners 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 of one will not prevent the exercise
of others.
Each Placee may be asked to disclose in writing or orally to the
Joint Bookrunners:
(a) if he is an individual, his nationality; or
(b) if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
This information is provided by RNS, the news service of the
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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
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END
IOEUVRRRUSURRRA
(END) Dow Jones Newswires
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