TIDMPHC
RNS Number : 6451D
Plant Health Care PLC
22 June 2023
THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE INFORMATION
CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA,
NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND
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BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT (INCLUDING THE APPICES) IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
(INCLUDING THE APPICES) DOES NOT CONSTITUTE OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF THE COMPANY IN ANY JURISDICTION WHERE TO DO SO WOULD
BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT
FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (AS AMED) ("MAR"). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF
THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS
PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND
SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.
22 June 2023
Plant Health Care plc
("Plant Health Care" or the "Company")
Fundraising to raise up to US$3.6 million before expenses
Plant Health Care plc, a leading provider of novel
patent-protected biological products to global agricultural
markets, today announces its intention to raise up to GBP2.8
million (approximately US$3.6 million) before expenses through the
issue of up to 31,048,400 new Ordinary Shares (the "New Ordinary
Shares") at a price of 9 pence per New Ordinary Share (the "Issue
Price").
The issue of the New Ordinary Shares is to be effected by way of
(i) a placing of new Ordinary Shares ("Placing Shares") to new and
existing institutional and other investors (the "Placing") and (ii)
a subscription of new Ordinary Shares ("Subscription Shares") at
the Issue Price to certain existing investors and directors of the
Company (the "Subscription" and together with the Placing, the
"Fundraising").
The Placing will be undertaken by way of an accelerated
bookbuild process, which will be launched immediately following
this announcement (being, together with the Appendices hereto, the
"Announcement") and will be made available to new and existing
institutional and other investors. Cenkos Securities plc ("Cenkos")
is acting as nominated adviser, broker and sole bookrunner in
respect of the Fundraising. Further details of the Bookbuild and
the background to and reasons for the Fundraising are provided
below and in the Appendices of this Announcement.
The net proceeds of the Fundraising will be used to capitalise
on the Company's strong growth momentum by delivering the required
working capital to accelerate commercial opportunities through
strategic investment in both inventory and product launches
alongside targeted sales and distribution expansion.
Further details on the background to and reasons for the
Fundraising are set out below.
The Issue Price represents a discount of approximately 4.3 per
cent. to the closing mid-market price on 21 June 2023, being the
latest practicable date before this Announcement.
The number of New Ordinary Shares to be issued will be agreed by
the Company and Cenkos at the close of the Bookbuild. The timing of
the closing of the Bookbuild and allocations are at the discretion
of the Company and Cenkos. Details of the number of New Ordinary
Shares to be issued will be announced as soon as practicable after
the close of the Bookbuild. The Fundraising is not conditional upon
the approval of the Company's shareholders.
Your attention is drawn to the Additional Information set out
below.
Appendix I sets out further information relating to the
Bookbuild and the terms and conditions of the Placing. Persons who
have chosen to participate in the Placing, by making an oral,
electronic or written offer to acquire Placing Shares, will be
deemed to have read and understood this Announcement in its
entirety (including the Appendices) 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 Appendix I.
Unless otherwise indicated, capitalised terms in this
Announcement have the meanings given to them in Appendix II to this
Announcement.
For further information, please contact:
Plant Health Care plc Tel: +1 919 926 1600
Jeff Tweedy, CEO
Jeff Hovey, CFO
Cenkos Securities plc Tel: +44 (0) 20 7391 8900
Neil McDonald - Corporate Finance
Pete Lynch - Corporate Finance
Iain Macarthur - Equity Sales
SEC Newgate - Financial Communications Tel: +44 (0) 7540 106 366
Robin Tozer
George Esmond
Harry Handyside
Additional Information
Background to and reasons for the Fundraising
Plant Health Care is a leading provider of novel
patent-protected biological products to global agricultural markets
with an existing commercial business that is delivering growing
revenues. The Company offers products to improve the health, vigour
and yield of major field crops such as corn, soybeans, potatoes,
and rice, as well as specialty crops such as fruits and vegetables.
The Company operates globally through subsidiaries, distributors
and supply agreements with major industry partners. Its innovative,
patent-protected biological products help growers to protect their
crops from stress and diseases, and to produce higher quality fruit
and vegetables, with a favourable environmental profile. The
Directors believe that agriculture is changing and there is a move
to increased sustainability with global demand for biocontrol
growing at 16.5 per cent. p.a. and biostimulants growing at 12 per
cent. p.a. The Fundraising is expected to expand the reach of the
Company's existing product pipeline and accelerate the development
and commercialisation of its new technology PREtec.
Commercial Business
The Company's commercial business is now consistently profitable
and cash generative; this cash flow contributes increasingly to
finance the costs of new product development. As revenue grows, the
Company leverages its cost base to move progressively to cash
positive as a Group and is on track to deliver cash breakeven and
profitability in the financial year to 31 December 2024. The
Company currently works with six of the world's largest
distributors of agricultural products which account for over 150
million acres in soybeans, corn, and sugar cane and is focused on
developing new distribution partnerships and building on its
existing ones for its growing portfolio of products. In 2022, sales
in both North and South America were up strongly, 74% and 104%
respectively, driven predominantly by the growing demand for
Harpin<ALPHA><BETA> and supplemented with the initial
demand for the Company's PREtec products following the initial
launch in Brazil. In total, the Company's revenues in FY22 were up
c.78 per cent. from FY20.
The Harpin<ALPHA><BETA> product is a recombinant
protein and acts as a powerful biostimulant to improve the quality,
nutrient use, tolerance to abiotic stress and yield of crops. Over
the past year, the Company has made significant commercial and
operational progress in both the supply and demand side of its
commercial Harpin<ALPHA><BETA> business.
From a supply perspective, the Company signed a long-term
production and supply agreement with a leading Europe-based
fermentations company, securing low-cost product capacity of
Harpin<ALPHA><BETA> to meet projected global demand. In
addition, this contract included volume production cost targets,
ensuring an improved gross margin for the Company. Under the same
supply agreement, the Company has secured production capacity for
the anticipated future demand of the PREtec product portfolio.
In order to increase market participation and drive demand for
the Company's products, two key distribution agreements have been
concluded facilitating entry into new geographies. Firstly, a
distribution agreement was signed with Wilbur Ellis for the launch
of Obrona in specialty and row crop markets beginning in Q2 2022.
Secondly, an exclusive distribution agreement was signed with
Novozymes South Asia Pvt. Ltd for the distribution of
Harpin<ALPHA><BETA> in India. The intended end use
under this agreement is for sugar cane production, with the Indian
market being the second largest producer of sugar can in the world
with c.5 million hectares under cultivation.
Finally, the successful registration of
Harpin<ALPHA><BETA> for use as a fertilizer with
biostimulant properties in France, the largest agricultural
producer in the European Union, will increase the Company's reach
and presence in the European Union and allow the Company to utilise
the EU mutual recognition process to expand the use of
Harpin<ALPHA><BETA> across other EU countries.
PREtec
PREtec is the Company's next generation technology in which it
has invested more than US$25 million over the last ten years. Saori
was the first PREtec product to be fully launched in Brazil in Q2
2022 and generated revenue of $0.8 million in FY22. PREtec products
offer growers lower cost, higher potency, and better ease of use,
compared to other biological products. Plants treated with PREtec
products have improved resistance to disease, drought, stress, and
nematodes. This results in greater crop yield and quality, with ROI
for growers potentially greater than 6x through yield improvements
alone. Derived from naturally occurring proteins, PREtec is also
highly environmentally friendly with low toxicity and no
residues.
The Company's strategy is to launch at least one major product
every year, in a major market through a large distributor. The
Directors are looking to accelerate growth opportunities for both
Harpin<ALPHA><BETA> and PREtec given access to
additional funding and positive market dynamics.
Following regulatory approval of PHC279 by the US Environmental
Protection Agency (EPA) in early 2023, we expect to commercially
launch PHC279 in the US in the second half of 2023. In May 2023,
PREtec product PHC68949 received the first stage of regulatory
approval for commercial use in Brazil. The Brazilian authorities do
not commit to a specific timeline for granting regulatory licenses,
however, the Company anticipates regulatory licenses will be
granted within the next 1-2 years. In addition, PHC 279 has been
submitted for regulatory approval in Brazil for use on major crops
and the granting of licenses will significantly expand the end
markets that the Company reach in the region.
The Directors believe that the nematicides sector offers
significant growth potential as the Company look to consolidate its
presence in a market predicted to reach $1.79bn by 2027.
Geographic Diversification
The Group has three separate reporting segments: Americas, EMEAA
and Mexico. The Company has continued to expand into new markets
around the world including in South America, Europe, and Asia,
focusing on the largest agricultural producers. The Company's
registration of Harpin<ALPHA><BETA> in France provides
an opportunity for expansion into the EU and the new exclusive
distribution agreement with Novozymes opens up the Indian sugar
cane market.
Use of Proceeds of the Fundraising
The Company is seeking to raise up to US$3.6 million (before
expenses) to capitalise on the Company's strong growth momentum and
accelerate commercial opportunities by making strategic investment
in both inventory and product launches alongside targeted sales and
distribution expansion. The Company have identified both immediate
revenue growth opportunities and longer-term application assessment
projects that could materially enhance the revenues of the
business. These opportunities include launches into new crops in
existing markets, expansions of product use on existing crops and
the continued entry into new geographies. In total, the management
team have identified realistic revenue growth opportunities of
c.$107 million that could be delivered over the next five years. In
order to deliver on all or part of this opportunity, the Company
needs to expand its personnel and working capital resources to
effectively pursue live opportunities.
The Company needs to invest in its growing commercial business
to deliver revenues over short-to-mid-term timeline. The new
commercial opportunities could be realised over a three to
five-year window which involves direct engagement with current and
new distributors on both a sales and technical basis in the
immediate short term in order to develop relationships and
emphasise the crop benefits, potential returns for customers and
the environmental aspects of the Company's product offering. Given
the nature of the Company's products and their use with crops,
distribution partners and end customers typically choose their
products with a long-term view and, therefore, the revenue profile
tends to build over a long time period once the initial win has
been achieved.
Specifically, the net proceeds of the Fundraising will be used
to:
-- expand the Company's sales and distribution capability,
specifically in EMEAA, South and North American regions, where it
is required to support the immediate revenue growth opportunities
in these regions;
-- enable additional capital for investment in inventory of
Harpin<ALPHA><BETA>, Saori, PREzym, Obrona and PHC68949
due to the projected increase in sales volumes to meet the targeted
growth opportunities;
-- providing funding for new incremental growth opportunities as
they are matured to fruition; and
-- deliver balance sheet strength to pursue and increased commercial opportunities.
Current Trading and Prospects
The Company announced 2022 Full Year Results on 2 May 2023.
Revenue grew 40% to $11.8 million (2021: $8.4 million) driven by
strong growth in the specialty crops and corn market in the USA and
sugar cane market in Brazil. The gross margin increased to 61%
(2021: 59%) due to increased Harpin<ALPHA><BETA> sales
into the Americas and the full-scale launch of Saori in Brazil.
In 2022, the Commercial Business generated a positive EBITDA of
$1.1 million and was cash generative, supported by an improvement
in working capital which decreased 20% to $3.1 million (2021: $3.9
million). Adjusted LBITDA, decreased by $0.9 million to $3.7
million (2021: $4.6 million) primarily due to improved gross profit
of $2.2 million offset by increased spend in sales and marketing of
$0.9 million and administration of $0.4 million.
Cash and cash equivalents as at 31 December 2022 were US$5.7
million with cash used in operations of US$2.7 million during the
year (2021: US$3.2 million) and total cash operating expenses of
US$10.9 million (2021: US$9.6 million). The main contributors were
increased sales and marketing spend to $4.6 million (2021: $3.7
million) to drive additional commercial sales primarily in the
Americas and increased administration costs to $3.4 million (2021:
$3.0 million). Cash remains a primary focus for the Group.
Inventory ($3.4 million) increased $1.2 million due to
Harpin<ALPHA><BETA> purchases in the second half of
2022 to ensure adequate supply to meet the projected strong demand
in 2023.
The Directors believe that the current outlook remains positive
and prospects for 2023 are in line with market expectations for the
full year. Trading in the first half of 2023 has been strong, with
revenues meeting the expectations of management. Cash has been
invested in inventory to deliver the increased revenues forecast
for the year and whilst working capital remains a key focus for the
Group the receipt of further funding will enable the Company's
growth ambitions to be delivered. The planned growth is well
underpinned by increasing market share in existing markets, plus
the impact of new distribution agreements for
Harpin<ALPHA><BETA> and launches of PHC279 and, later,
PHC949 in several markets.
The Company remains firmly on track to achieve annual revenue of
$30 million by 2025 through the launch of new peptides and growth
through current and future distributor relationships.
Details of the Fundraise
The Placing
The Placing will be conducted by way of an accelerated bookbuild
(the "Bookbuild") which will be launched immediately upon the
publication of this Announcement and will be made available to new
and existing institutional investors.
Cenkos is acting as nominated adviser, broker and sole
bookrunner to the Company in respect of the Fundraising. The
Fundraising is not being underwritten.
The Placing is subject to the Terms and Conditions set out in
Appendix I to this Announcement. Cenkos will commence the Bookbuild
immediately following the release of this Announcement. The final
number of New Ordinary Shares to be placed at the Issue Price will
be decided following completion of the Bookbuild. The book will
open with immediate effect following this Announcement. The timing
of the closing of the book and allocations are at the absolute
discretion of Cenkos and the Company. Details of the number of New
Ordinary Shares to be issued will be announced as soon as
practicable after the close of the Bookbuild.
The Fundraising will make use of the existing authority granted
to the Directors by Shareholders at the Company's annual general
meeting held on 13 June 2023 in order to issue up to 31,048,400 New
Ordinary Shares on a non-pre-emptive basis.
The New Ordinary Shares will be free of all liens, charges and
encumbrances and will, when issued and fully paid, be identical to
and rank pari passu in all respects with the Existing Ordinary
Shares, including the right to receive all future distributions,
declared, paid or made in respect of the Ordinary Shares following
the date of Admission.
The Subscription
As part of the Fundraising, the Company is intending to enter
into subscription agreements with Ospraie Ag Science LLC and Scobie
Ward, both existing significant shareholders in the Company, (the
"Subscription Agreements") in order to facilitate their
participation in the Fundraising at the Issue Price.
In addition, certain directors of the Company have indicated
that they intend to participate in the Fundraising at the Issue
Price.
The Placing Agreement
In connection with the Placing, the Company has entered into a
placing agreement dated 22 June 2023 with Cenkos (the "Placing
Agreement") pursuant to which Cenkos has agreed, in accordance with
its terms, to use reasonable endeavours to procure placees
("Placees") for the Placing Shares at the Issue Price.
In accordance with the terms of the Placing Agreement, the
Placing is conditional upon, amongst other things, Cenkos having
received legally binding commitments from Placees to subscribe for
the Placing Shares, the conditions in the Placing Agreement being
satisfied or (if applicable) waived and the Placing Agreement not
having been terminated in accordance with its terms prior to
Admission occurring on or before 28 June 2023 (or such later date
as Cenkos may agree not being later than 8.00 a.m. on 12 July 2023
(the "Long Stop Date")).
The Placing Agreement contains certain warranties given by the
Company in favour of Cenkos concerning, amongst other things, the
accuracy of information given in this Announcement made by the
Company in respect of the Placing as well as other matters relating
to the Group and its business.
The Placing Agreement is terminable by Cenkos in certain
circumstances up until the time of Admission, including, inter
alia, should there be a breach of a warranty contained in the
Placing Agreement or a force majeure event takes place or a
material adverse change occurs to the business of the Company or
the Group. The Company has also agreed to indemnify Cenkos against
all losses, costs, charges and expenses which Cenkos may suffer or
incur as a result of, occasioned by or attributable to the carrying
out of its duties under the Placing Agreement.
Admission
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM ("Admission").
It is anticipated that Admission will become effective, and that
dealings in the New Ordinary Shares will commence at 8.00 a.m. BST
on 28 June 2023. The Fundraising is conditional upon, among other
things, Admission becoming effective and the Placing Agreement not
being terminated in accordance with its terms.
The New Ordinary Shares will trade on AIM under PHC with ISIN
GB00B01JC540 and SEDOL B01JC54.
It is expected that CREST ("CREST") accounts of the investors in
the Placing Shares who hold their Ordinary Shares in CREST will be
credited with their Placing Shares on 28 June 2023. In the case of
investors in the Placing Shares holding their Placing Shares in
certificated form, it is expected that certificates will be
dispatched within 10 business days of Admission. Pending dispatch
of the share certificates or the crediting of CREST accounts, the
Registrar ("Registrar") will certify any instruments of transfer
against the register.
For the avoidance of doubt, if the Placing Agreement between the
Company and Cenkos is terminated prior to Admission then neither
the Placing nor the Subscription will not occur.
Unless otherwise stated, all times referenced in this
Announcement are British Summer Time.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section below and the Appendices to this
announcement (which form part of this Announcement) which includes
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 Appendices) and to
be making such offer on the terms and subject to the conditions
herein and, in respect of those persons participating in the
Placing, to be providing the representations, warranties,
agreements, confirmations, acknowledgements and undertakings
contained in Appendix I.
IMPORTANT NOTICE
This Announcement should be read in its entirety.
Neither the contents of the Company's website nor the contents
of any website accessible from hyperlinks on the Company's website
(or any other website) is incorporated into, or forms part of, this
Announcement.
This Announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
The content of this Announcement has not been approved by an
authorised person within the meaning of FSMA. This Announcement has
been issued by and is the sole responsibility of the Company. The
information in this Announcement is subject to change.
This Announcement is not an offer of securities for sale in or
into the United States. The securities referred to herein have not
been and will not be registered under the Securities Act, or with
any securities regulatory authority of any state or jurisdiction of
the United States. Subject to certain exceptions, the securities
referred to herein are being offered only outside of the United
States pursuant to Regulation S of the Securities Act and may not
be reoffered, resold, transferred or delivered, directly or
indirectly, within the United States except pursuant to an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and, in each case,
in compliance with any applicable securities laws of any state or
other jurisdiction of the United States.
No public offering of securities is being made in the United
States. This Announcement is not for release, publication or
distribution, directly or indirectly, in or into the United States,
Canada, Australia, New Zealand, the Republic of South Africa, the
Republic of Ireland or Japan or any jurisdiction where to do so
might constitute a violation of local securities laws or
regulations (a "Prohibited Jurisdiction"). This Announcement and
the information contained herein are not for release, publication
or distribution, directly or indirectly, to persons in a Prohibited
Jurisdiction unless permitted pursuant to an exemption under the
relevant local law or regulation in any such jurisdiction.
Cenkos is authorised and regulated by the FCA in the United
Kingdom. Cenkos is acting as nominated adviser, broker and sole
bookrunner for the Company and no one else in connection with the
Placing and the Bookbuild and will not regard any other person
(whether or not a recipient of this Announcement) as its client in
relation to the Placing or the Bookbuild nor will it be responsible
to anyone other than the Company for providing the protections
afforded to its clients.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Cenkos as broker and sole bookrunner in
connection with the Placing and the Bookbuild by FSMA or the
regulatory regime established thereunder, Cenkos accepts no
responsibility whatsoever, and make no representation or warranty,
express or implied, in relation to the Fundraising or the Bookbuild
or the contents of this Announcement including its accuracy,
completeness or verification or for any other statement made or
purported to be made by or on behalf of either of them, the Company
or any other person, in connection with the Company and the
contents of this Announcement, whether as to the past or the
future. Cenkos accordingly disclaims all and any liability
whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which they might otherwise have in respect of
the contents of this Announcement or any such statement.
In connection with the Placing, Cenkos and its Affiliates,
acting as investors for their own accounts, may subscribe for or
purchase Ordinary Shares in the Company and in that capacity may
retain, purchase, sell, offer to sell or otherwise deal for their
own accounts in such Ordinary Shares and other securities of the
Company or related investments in connection with the Placing or
otherwise. Accordingly, references to the Ordinary Shares being
offered, subscribed, acquired, placed or otherwise dealt in should
be read as including any offer to, or subscription, acquisition,
placing or dealing by Cenkos and any of its Affiliates acting as
investors for their own accounts. In addition, Cenkos or its
Affiliates may enter into financing arrangements and swaps in
connection with which they or their Affiliates may from time to
time acquire, hold or dispose of Ordinary Shares. Cenkos has no
intention to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
Forward-looking Statements
This Announcement includes "forward-looking statements" which
include all statements other than statements of historical facts,
including, without limitation, those regarding the Group's business
strategy, plans and objectives of management for future operations,
or any statements preceded by, followed by or that include the
words "targets", "believes", "expects", "aims", "intends", "will",
"may", "anticipates", "would", "could" or similar expressions or
negatives thereof. Such forward-looking statements involve known
and unknown risks, uncertainties and other important factors beyond
the Company's control that could cause the actual results,
performance or achievements of the Group to be materially different
from future results, performance or achievements expressed or
implied by such forward-looking statements. Such forward-looking
statements are based on numerous assumptions regarding the Group's
present and future business strategies and the environment in which
the Group will operate in the future. Many of these risks,
uncertainties and assumptions relate to factors that are beyond the
Company's ability to control or estimate precisely and include, but
are not limited to, general economic climate and market conditions
as well as specific factors, including the success of the Company
and its subsidiaries' research and development and
commercialisation strategies, uncertainties regarding regulatory
clearance and acceptance of products by customers. No undue
reliance should be placed upon forward-looking statements. These
forward
looking statements speak only as at the date of this
Announcement. The Company expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any
forward-looking statements contained herein to reflect any change
in the Company's expectations with regard thereto or any change in
events, conditions or circumstances on which any such statements
are based, unless required to do so by applicable law or the AIM
Rules.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended and as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018,
as amended ("MiFID II"); (b) Articles 9 and 10 of Commission
Delegated Directive (EU) 2017/593 supplementing MiFID II and as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018, as amended; 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: (a) retail investors; (b) investors who meet the
criteria of professional clients; and (c) 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; Placing
Shares offer no guaranteed income and no capital protection; and an
investment in Placing Shares is compatible only with investors who
do not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Cenkos 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 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 I
TERMS AND CONDITIONS OF THE PLACING
INTRODUCTION
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, AND THE INFORMATION IN
IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART TO U.S.
PERSONS (AS DEFINED IN REGULATION S UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (AS AMED) ("SECURITIES ACT") OR, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, THE REPUBLIC OF IRELAND OR NEW ZEALAND ("RESTRICTED
JURISDICTIONS") OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
THE PLACING SHARES THAT ARE THE SUBJECT OF THE PLACING ARE NOT
BEING OFFERED OR SOLD TO ANY PERSON IN THE EUROPEAN ECONOMIC AREA
("EEA") OR THE UK, OTHER THAN TO QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (EU) 2017/1129
("EU PROSPECTUS REGULATION") OR WITHIN THE MEANING OF ARTICLE 2(E)
OF THE PROSPECTUS REGULATION (EU) 2017/1129 AS IT FORMS PART OF THE
LAW OF ENGLAND AND WALES BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("UK PROSPECTUS REGULATION"), WHICH INCLUDES
LEGAL ENTITIES WHICH ARE REGULATED BY THE FCA OR ENTITIES WHICH ARE
NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN
SECURITIES.
MEMBERS OF THE PUBLIC IN THE UK OR ELSEWHERE ARE NOT ELIGIBLE TO
TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPIX)
AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU
PROSPECTUS REGULATION ("EU QUALIFIED INVESTORS"); OR (B) PERSONS IN
THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING
OF ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION ("UK QUALIFIED
INVESTORS") WHO ALSO
(I) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL PROMOTION ORDER,
OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE FINANCIAL
PROMOTION ORDER; OR ARE PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED AND (III) ARE A "PROFESSIONAL CLIENT" OR AN
"ELIGIBLE COUNTERPARTY" WITHIN THE MEANING OF CHAPTER 3 OF THE
FCA'S CONDUCT OF BUSINESS SOURCEBOOK; OR (C) OTHER PERSONS TO WHOM
IT MAY LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT (INCLUDING
THIS APPIX) 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
(INCLUDING THIS APPIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, IS NOT AN OFFER FOR
SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF
ANY SUCH JURISDICTION. THIS ANNOUNCEMENT, INCLUDING THIS APPIX, IS
NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR
SECURITIES IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS, ACCOUNTING AND RELATED ASPECTS OF AN INVESTMENT IN
THE PLACING SHARES. THE PRICE OF THE PLACING SHARES IN THE COMPANY
AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND
INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF
THE PLACING SHARES.
Placees will be deemed to have read and understood this
Announcement and these terms and conditions in their entirety and
to be making any offer to participate in the Placing on these terms
and conditions and to be providing the representations, warranties,
acknowledgements, and undertakings contained in this Appendix. In
particular, each such Placee represents, warrants and acknowledges
that:
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. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
UK Prospectus Regulation, (i) the Placing Shares acquired by it
have not been acquired on behalf of, nor have they been acquired
with a view to their offer or resale to, persons in any Member
State of the EEA or the UK other than EU Qualified Investors under
Article 2(e) the EU Prospectus Regulation, or UK Qualified
Investors or in circumstances in which the prior consent of Cenkos
has been given to the offer or resale; or (ii) where Placing Shares
have been acquired by it on behalf of persons in any Member State
of the EEA or the UK other than EU Qualified Investors or UK
Qualified Investors, the offer of those Placing Shares to it is not
treated under the Prospectus Regulation as having been made to such
persons; and/or
3. (i) (1) it is not a U.S. Person, (2) it is not located in the
United States, and (3) it is not acquiring the Placing Shares for
the account or benefit of a U.S. Person; or (ii) it is a dealer or
other professional fiduciary in the United States acting for a
discretionary account (other than an estate or trust) held for the
benefit or account of a non U.S. person in reliance on Regulation
S.
The Company and Cenkos will rely upon the truth and accuracy of
the foregoing representations, acknowledgements and agreements.
Cenkos does not make any representation to any Placee regarding an
investment in the Placing Shares referred to in this Announcement
(including this Appendix).
This Announcement (including this Appendix) does not constitute
an offer, and may not be used in connection with an offer, to sell
or issue or the solicitation of an offer to buy or subscribe for
Placing Shares in any jurisdiction in which such offer or
solicitation is or may be unlawful. This Announcement (including
this Appendix) and the information contained herein is not for
publication or distribution, directly or indirectly, to persons in
the United States, the Restricted Jurisdictions or in any
jurisdiction in which such publication or distribution is unlawful.
Persons who come into possession of this Announcement are required
by the Company to inform themselves about and to observe any
restrictions of transfer of this Announcement. No public offer of
securities of the Company under the Placing is being made in the
United Kingdom, the United States or any Restricted
Jurisdiction.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the
Securities Act or under any laws of, or with any securities
regulatory authority of, any state or other jurisdiction of the
United States, and may not be offered, sold, resold, transferred or
delivered, directly or indirectly, in the United States or to, or
for the account or benefit of, U.S. Persons, except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction in the United States, and under circumstances that
would not result in the Company being in violation of the U.S.
Investment Company Act. The Placing Shares are only being offered
and sold outside the United States in offshore transactions to
persons who are not U.S. Persons in accordance with Regulation S
under the Securities Act or within the United States to a limited
number of investors reasonably believed to be "qualified
institutional buyers" ("QIBS") as defined in rule 144a under the
Securities Act pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act.
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; 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 any of the Restricted Jurisdiction. 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 the Restricted
Jurisdiction or any other jurisdiction outside the United
Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action. Persons into
whose possession this Appendix or the Announcement comes are
required by each of the Company and Cenkos to inform themselves
about, and to observe, any such restrictions
DETAILS OF THE PLACING
Cenkos has entered into the Placing Agreement with the Company
under which Cenkos has, on the terms and subject to the conditions
set out therein, undertaken to use its reasonable endeavours to
procure, as agent for the Company, subscribers for the Placing
Shares at a price per Placing Share determined as part of the
Bookbuild ("Issue Price") and as set out in the Placing
Agreement.
The Placing Agreement contains customary warranties given by the
Company to Cenkos as to matters relating to the Company and its
business and a customary indemnity given by the Company to Cenkos
in respect of liabilities arising out of, or in connection with,
the Placing.
Cenkos (after consultation with the Company) reserves the right
to scale back the number of Placing Shares to be subscribed by any
Placee in the event of applications in excess of the target amount
under the Placing. The Company and Cenkos also reserve the right
not to accept offers to subscribe for Placing Shares or to accept
such offer in part rather than in whole. Cenkos shall be entitled
to effect the Placing by such method as it shall in its sole
discretion determine. To the fullest extent permissible by law,
neither Cenkos nor any holding company of Cenkos nor any subsidiary
branch or affiliate of Cenkos (each an affiliate) nor any person
acting on behalf of any of the foregoing shall have any liability
to the Placees (or to any other person whether acting on behalf of
a Placee or otherwise). In particular, neither Cenkos, nor any
affiliate thereof nor any person acting on their behalf shall have
any liability to Placees in respect of their conduct of the
Bookbuild or the Placing.
Each Placee's obligations will be owed to the Company and to
Cenkos. Following the confirmation referred to below in the
paragraph entitled "Participation in, and principal terms of, the
Placing", each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to Cenkos, to pay to
Cenkos (or as Cenkos may direct) in cleared funds an amount equal
to the product of the Issue Price and the number of Placing Shares
which such Placees has agreed to acquire.
Each Placee and any person acting on behalf of such Placee
agrees to indemnify on demand and hold each of Cenkos and the
Company, and their respective affiliates harmless from any costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
acknowledgments, undertakings, representations, warranties and
agreements set forth in these terms and conditions and any contract
note.
The Placing is also conditional upon the Placing Agreement
becoming unconditional and the Placing and Agreement not being
terminated in accordance with its terms. Further details of
conditions in relation to the Placing are set out below in the
paragraph entitled "Conditions of the Placing".
A Placee agrees to become a member of the Company and agrees to
subscribe for those Placing Shares allocated to it by Cenkos at the
Issue Price, conditional on: (i) Admission occurring and becoming
effective by 8.00 a.m. on 28 June 2023 (or, such later time and/or
date, not being later than 8.00 a.m. on 12 July 2023, as the
Company and Cenkos may agree); (ii) the Placing Agreement becoming
otherwise unconditional in all relevant respects and not having
been terminated in accordance with its terms on or before the date
of Admission; and (iii) Cenkos confirming to the Placees their
allocation of Placing Shares.
To the fullest extent permitted by law, each Placee acknowledges
and agrees that it will not be entitled to exercise any remedy of
rescission at any time. This does not affect any other rights the
Placee may have.
APPLICATION FOR ADMISSION TO TRADING
Application will be made to the London Stock Exchange for
Admission. It is expected that settlement of the Placing Shares and
Admission will become effective on or around 8.00 a.m. on 28 June
2023 and that dealings in the Placing Shares will commence at that
time.
PAYMENT FOR SHARES
Each Placee has a separate, irrevocable and binding obligation
to pay the Issue Price in cleared funds for the number of Placing
Shares duly allocated to the Placee under the Placing in the manner
and by the time directed by Cenkos. If any Placee fails to pay as
so directed and/or by the time directed, the relevant Placee's
application for Placing Shares shall at Cenkos's discretion either
be rejected or accepted in which case the paragraph below entitled
"Registration and Settlement" shall apply to such application.
PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING
Cenkos (whether through itself or any of its affiliates) is
arranging the Placing as placing agent of the Company and using its
reasonable endeavours to procure Placees at the Issue Price for the
Placing Shares
Participation in the Placing will only be available to persons
who may lawfully be, and are, invited to participate by Cenkos.
Cenkos and its affiliates may participate in the Placing as
principal.
By participating in the Placing, Placees will be deemed to have
read and understood this Announcement, including this Appendix, in
its entirety and to be participating and making an offer for
Placing Shares on the terms and conditions, and to be providing the
representations, warranties, acknowledgements, agreements and
undertakings contained in this Appendix.
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will
be paid to Placees or by Placees in respect of any Placing
Shares.
The number of Placing Shares to be issued, and the extent of
each Placee's participation in the Placing (which will not
necessarily be the same for each Placee), will be agreed by Cenkos,
(following consultation with the Company) following completion of
the bookbuilding process in respect of the Placing (the
"Bookbuild"). No element of the Placing will be underwritten. The
aggregate number of Placing Shares will be announced on a
Regulatory Information Service following completion of the
Bookbuild.
A Placee's commitment to acquire a fixed number of Placing
Shares under the Placing will be agreed orally or by email with
Cenkos as agent of the Company. Each Placee's allocation will be
confirmed to Placees orally or by email by Cenkos, and a form of
confirmation will be dispatched as soon as possible thereafter. The
oral or email confirmation to such Placee will constitute an
irrevocable legally binding commitment upon such person (who will
at that point become a Placee) in favour of Cenkos and the Company,
under which it agrees to acquire the number of Placing Shares
allocated to it at the Issue Price on the terms and conditions set
out in this Appendix and in accordance with the articles of
incorporation of the Company.
Except as required by law or regulation, no press release or
other announcement will be made by Cenkos 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.
Irrespective of the time at which a Placee's allocation pursuant
to the Placing is confirmed, settlement for all Placing Shares to
be acquired pursuant to the Placing will be required to be made on
the basis explained below under the paragraph entitled
"Registration and Settlement".
All obligations under the Placing will be subject to fulfilment
or (where applicable) waiver of, amongst other things, the
conditions referred to below and to the Placing not being
terminated on the basis referred to below.
By participating in the Placing, each Placee will agree that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
To the fullest extent permissible by law, none of the Company,
Cenkos or any of its respective affiliates shall have any liability
to Placees (or to any other person whether acting on behalf of a
Placee or otherwise under these terms and conditions). In
particular, none of the Company, Cenkos or any of its respective
affiliates shall have any liability (including to the fullest
extent permissible by law, any fiduciary duties) in respect of
Cenkoss's conduct of the Placing. Each Placee acknowledges and
agrees that the Company is responsible for the issue of the Placing
Shares to the Placees and Cenkos shall have no liability to the
Placees for the failure of the Company to fulfil those
obligations.
CONDITIONS OF THE PLACING
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
Cenkos's obligations under the Placing Agreement are, and the
Placing in respect of the Placing Shares is conditional upon, inter
alia:
1. the warranties contained in the Placing Agreement being true,
accurate and not misleading when made on the date of the Placing
Agreement and immediately prior to Admission by reference to the
facts and circumstances subsisting at that time and no matter
having arisen prior to Admission which might reasonably be expected
to give rise to a claim under the indemnities contained in the
Placing Agreement;
2. the Company having complying with its obligations under the
Placing Agreement to the extent that the same fall to be performed
prior to Admission;
3. the completion of the Subscription Agreements, save for any condition relating to Admission;
4. Cenkos not having exercised their right to terminate the Placing Agreement; and
5. Admission having become effective at or before 8.00 a.m. on
28 June 2023 (or such later date as may be agreed in writing
between the Company and Cenkos).
If (a) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or waived by
Cenkos by the respective time or date where specified (or such
later time or date as the Company and Cenkos may agree not being
later than 8.00 a.m. on the Long Stop Date; or (b) the Placing
Agreement is terminated as described below, the Placing in relation
to the Placing Shares will lapse and the Placee's rights and
obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can
be made by the Placee in respect thereof.
Subject to certain exceptions, Cenkos may, at its absolute
discretion and upon such terms as it thinks fit, waive, or extend
the period (up to the Long Stop Date) for, compliance by the
Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement.
Any such extension or waiver will not affect Placees' commitments
as set out in this Announcement.
Neither Cenkos nor the Company shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee
or otherwise) in respect of any decision they may make as to
whether or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision
they may make as to the satisfaction of any condition or in respect
of the Placing generally and by participating in the Placing each
Placee agrees that any such decision is within the absolute
discretion of Cenkos.
RIGHT TO TERMINATE UNDER THE PLACING AGREEMENT
Cenkos is entitled, at any time before Admission, to terminate
the Placing Agreement by giving notice to the Company in certain
circumstances, including, inter alia:
1. in the opinion of Cenkos (acting in good faith), the Company
fails to comply with any of its obligations under the Placing
Agreement which is material in the context of the Placing and/or
Admission; or
2. any of the warranties given by the Company to Cenkos under
the Placing Agreement not being true or accurate or being
misleading when given or deemed given or repeated or deemed
repeated (by reference to the facts and circumstances in each case
then existing) in a respect which is material in the context of the
Placing and/or Admission; or
3. any of the conditions under the Placing Agreement shall have
become incapable of fulfilment before the Long Stop Date having not
been waived under the Placing Agreement; or
4. if, amongst other things, there is a material adverse change
in the condition, earnings, business affairs or business prospects
of the Company or if there is a material adverse change in the
financial, political, economic or stock market conditions, which in
the Cenkos's reasonable opinion (acting in good faith) makes it
impractical or inadvisable to proceed with the Placing; or
5. if it comes to the notice of Cenkos that any statement
contained in the any public announcement made by the Company
through a Regulatory Information Service was or has become untrue,
incorrect or misleading in any respect which Cenkos considers to be
material or that any matter which such party considers to be
material has arisen which would, if the Placing were made at that
time, constitute a material omission therefrom; or
6. if before Admission there occurs:
(a) a suspension of trading in securities generally on the
London Stock Exchange or New York Stock Exchange or trading is
limited or minimum prices established on any such exchange; or
(b) a declaration of a banking moratorium in London or by the US
federal or New York State authorities or any material disruption to
commercial banking or securities settlement or clearance services
in the US or the UK;
(c) any change, or development involving a prospective change,
in national or international, military, diplomatic, monetary,
economic, political, financial, industrial or market conditions or
exchange rates or exchange controls, or any incident of terrorism
or outbreak or escalation of hostilities or any declaration by the
UK or the US of a national emergency or war or any other calamity
or crisis whether or not foreseeable at the date of the Placing
Agreement; or
(d) there has occurred, in the opinion of Cenkos, acting in good
faith, a material adverse change or any development reasonably
likely to involve a prospective material adverse change, in the
condition (financial, operational, legal or otherwise) or the
earnings, business affairs or business prospects of the Company or
the Group which is material in the context of the Group as a whole
taken as a whole, whether or not arising in the ordinary course of
business and whether or not foreseeable at the date of this
Agreement, since the date of the Placing Agreement.
Following Admission, the Placing Agreement is not capable of
termination to the extent that it relates to the Placing of the
Placing Shares.
The rights and obligations of the Placees shall terminate only
in the circumstances described in these terms and conditions and in
the Placing Agreement and will not be subject to termination by the
Placee or any prospective Placee at any time or in any
circumstances. By participating in the Placing, Placees agree that
the exercise by Cenkos of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of Cenkos and that it need not make any reference to
Placees and that it shall have no liability to Placees whatsoever
in connection with any such exercise or decision not to exercise.
Placees will have no rights against Cenkos, the Company or any of
their respective directors or employees under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999 (as
amended).
NO PROSPECTUS
The Placing Shares are being offered to Relevant Persons only
and will not be offered in such a way as to require a prospectus in
the United Kingdom or elsewhere under the Prospectus Regulation
Rules Sourcebook published by the FCA. No offering document or
prospectus has been or will be submitted to be approved by the FCA
in relation to the Placing and Placees' commitments will be made
solely on the basis of the information contained in this
Announcement (including this Appendix) and certain business and
financial information the Company is required to publish in
accordance with the Companies Act 2006, the AIM Rules and the rules
and practices of the FCA (collectively "Exchange Information").
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement, including this Appendix, is
exclusively the responsibility of the Company and confirms that it
has not relied on any other information (other than the Exchange
Information), representation, warranty, or statement made by or on
behalf of the Company or Cenkos or any other person and neither
Cenkos nor the Company nor any other person will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Placing. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
REGISTRATION AND SETTLEMENT
Settlement of transactions in the Placing Shares (ISIN:
GB00B01JC540) following Admission will take place within the
relevant system administered by Euroclear, being CREST provided
that, subject to certain exceptions, Cenkos reserves the right to
require settlement for, and delivery of, the Placing Shares (or a
portion thereof) to Placees by such other means that they deem
necessary if delivery or settlement is not possible or practicable
within CREST within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in any
Placee's jurisdiction. Settlement through CREST of the Placing
Shares is expected to take place on 28 June 2023 unless otherwise
notified by Cenkos and Admission is expected to occur no later than
8.00 a.m. on 28 June 2023 unless otherwise notified by Cenkos.
Following the close of the Bookbuild each Placee allocated
Placing Shares in the Placing will be sent a form of confirmation
stating the number of Placing Shares allocated to it at the Issue
Price, the aggregate amount owed by such Placee to Cenkos (as agent
for the Company) and settlement instructions (including the trade
date which will be 26 June 2023). Each Placee agrees that it will
do all things necessary to ensure that delivery and payment is
completed in accordance with either the CREST or certificated
settlement instructions that it has in place with Cenkos. Each
Placee will also be sent a trade confirmation on the trade date
(referred to above) confirming the details of the trade (being the
acquisition of the relevant number of Placing Shares).
Admission and settlement may occur at an earlier date.
Settlement will be on a delivery versus payment basis. However, in
the event of any difficulties or delays in the admission of the
Placing Shares to CREST or the use of CREST in relation to the
Placing, the Company and Cenkos may agree that the Placing Shares
should be issued in certificated form. Cenkos reserve the right to
require settlement for the Placing Shares, and to deliver the
Placing Shares to Placees, by such other means as they deem
necessary if delivery or settlement to Placees is not practicable
within the CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
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, Cenkos may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for Cenkos's account and benefit (as agent for the
Company), an amount equal to the aggregate amount owed by the
Placee plus any interest due. Any excess proceeds will pass to the
relevant Placee at its risk. The relevant Placee will, however,
remain liable and shall indemnify Cenkos and/or the Company (as
applicable) on demand for any shortfall below the aggregate amount
owed by it and may be required to bear any stamp duty or stamp duty
reserve tax or securities transfer tax (together with any interest
or penalties) which may arise upon the sale of such Placing Shares
on such Placee's behalf. By communicating a bid for Placing Shares,
each Placee confers on Cenkos all such authorities and powers
necessary to carry out any such sale and agrees to ratify and
confirm all actions which Cenkos lawfully takes in pursuance of
such sale. Legal and beneficial title in and to the Placing Shares
shall not pass until to the relevant Placee has fully complied with
its obligations set out in this Appendix.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the form of
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Placees will not be entitled to receive
any fee or commission in connection with the Placing.
REPRESENTATIONS, WARRANTIES AND FURTHER TERMS
By submitting a bid and/or participating in the Placing, each
Placee (and any person acting on such Placee's behalf) makes the
following representations, warranties, acknowledgements, agreements
and undertakings (as the case may be) to the Company and Cenkos,
namely that, each Placee (and any person acting on such Placee's
behalf):
1. represents and warrants that it has read and understood this
Announcement, including this Appendix, in its entirety and that its
subscription for and purchase of the Placing Shares is subject to,
and based upon, all the terms, conditions, representations,
warranties, acknowledgements, agreements and undertakings and other
information contained herein and undertakes not to redistribute or
duplicate this Announcement (including this Appendix);
2. it has not received a prospectus or other offering document
in connection with the Placing and acknowledges that no prospectus
or other offering document:
a. is required under any applicable law; and
b. has been or will be prepared in connection with the Placing;
3. acknowledges that the Placing Shares are admitted to trading
on AIM, and the Company is therefore required to publish 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 the Placee is able to obtain or
access such information without undue difficulty, and is able to
obtain access to such information or comparable information
concerning any other publicly traded company, without undue
difficulty;
4. acknowledges that the content of this Announcement (including
this Appendix) is exclusively the responsibility of the Company,
and that neither Cenkos, its affiliates or any person acting on
their behalf has or shall have any liability for any information,
representation or statement contained in this Announcement
(including this Appendix) or any information previously or
concurrently published by or on behalf of the Company (including
any Exchange Information), and will not be liable for any Placee's
decision to participate in the Placing based on any information,
representation or statement contained in this Announcement
(including this Appendix) or otherwise. Each Placee further
represents, warrants and agrees that the only information on which
it is entitled to rely and on which such Placee has relied in
committing itself to acquire the Placing Shares is contained in
this Announcement (including this Appendix) 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 neither received nor relied on any other information
given or representations, warranties or statements made by Cenkos
or the Company or any of their respective directors, officers or
employees or any person acting on behalf of any of them (including
with respect to the Company, the Placing, the Placing Shares or the
accuracy, completeness or adequacy of any publicly available
information), or, if received, it has not relied upon any such
information, representations, warranties or statements, and neither
Cenkos nor the Company will be liable for any Placee's decision to
accept an invitation to participate in the Placing based on any
other information, representation, warranty or statement. Each
Placee further acknowledges and agrees that it may not place the
same degree of reliance on this Announcement as it may otherwise
place on a prospectus or admission document. Each Placee further
acknowledges and agrees that it has relied solely on its own
investigation of the business, financial or other position of the
Company and the terms of the Placing in deciding to participate in
the Placing and it will not rely on any investigation that Cenkos,
its affiliates or any other person acting on their behalf has or
may have conducted;
5. represents and warrants that it has neither received nor
relied on any confidential price sensitive information concerning
the Company in accepting this invitation to participate in the
Placing;
6. time is of the essence as regards its obligations under this Announcement;
7. acknowledges that Cenkos does not have any duties or
responsibilities to it, or its clients, similar or comparable to
the duties of "best execution" and "suitability" imposed by the
Conduct of Business Sourcebook in the FCA's Handbook of Rules and
Guidance and that Cenkos is not acting for it or its clients and
that Cenkos will not be responsible for providing protections to it
or its clients;
8. acknowledges that neither Cenkos, any of its affiliates or
any person acting on behalf of them has or shall have any liability
for any publicly available or filed information (including any
Exchange Information) or any representation relating to the
Company, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
9. that, save in the event of fraud on the part of Cenkos (and
to the extent permitted by the FCA), neither Cenkos, its respective
ultimate holding companies nor any direct or indirect subsidiary
undertakings of such holding companies, nor any of their respective
directors and employees shall be liable to Placees for any matter
arising out of Cenkos's role as placing agent or otherwise in
connection with the Placing and that where any such liability
nevertheless arises as a matter of law, Placees will immediately
waive any claim against any of such persons which it may have in
respect thereof;
10. represents and warrants that a) (i) it is not in the United
States; (ii) it is not a U.S. Person; and (iii) it is not acting
for the account or benefit of a U.S. Person or b) it is a dealer or
other professional fiduciary in the United States acting for a
discretionary account (other than an estate or trust) held for the
benefit or account of a non U.S. Person in reliance on Regulation
S;
11. acknowledges that the Placing Shares are only being offered
and sold outside the United States in offshore transactions to
persons who are not U.S. Persons pursuant to Regulation S under the
Securities Act, and the Placing Shares have not been and will not
be registered under the Securities Act or under any laws of, or
with any securities regulatory authority of, any state or other
jurisdiction of the United States, and agrees not to reoffer,
resell, pledge, transfer or deliver any Placing Shares, directly or
indirectly, in the United States or to, or for the account or
benefit of, U.S. Persons, except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction in the United States;
12. unless otherwise specifically agreed in writing with Cenkos,
represents and warrants that neither it nor the beneficial owner of
such Placing Shares will be a resident of Restricted
Jurisdiction;
13. acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of Restricted
Jurisdiction and, subject to certain exceptions, may not be
offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within those jurisdictions;
14. represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96
of the Finance Act 1986 (depositary receipts and clearance
services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer Placing Shares into a clearance system;
15. represents and warrants that: (i) it has complied with and
will continue to comply with its obligations under the Market Abuse
Regulation (EU) No. 596/2014 as it forms part of the law of England
and Wales by virtue of the European Union (Withdrawal) Act 2018, as
amended ("EUWA"), Criminal Justice Act 1993 and Part VIII of the
Financial Services and Markets Act 2000, as amended ("FSMA") and
other applicable law; (ii) in connection with money laundering and
terrorist financing, it has complied with its obligations under the
Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended), the Terrorism Act 2006, the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer) 2017
Regulations, and any other applicable law (where all such
legislation listed under this (ii) shall together be referred to as
the "AML Legislation"); and (iii) it is not a person: (1) with whom
transactions are prohibited under the Foreign Corrupt Practices Act
of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (2) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (3) subject to financial sanctions imposed
pursuant to a regulation of the EU or a regulation adopted by the
United Nations (together, the "Regulations"); and, if making
payment on behalf of a third party, that satisfactory evidence has
been obtained and recorded by it to verify the identity of the
third party as required by the Regulations and pursuant to AML
Legislation and has obtained all governmental and other consents
(if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to
Cenkos or the Company such evidence, if any, as to the identity or
location or legal status of any person (including in relation to
the beneficial ownership of any underlying investor) which Cenkos
or the Company may request from it in connection with the Placing
(for the purpose of complying with such Regulations or ascertaining
the nationality of any person or the jurisdiction(s) to which any
person is subject or otherwise or any other information as may be
required to comply with legal or regulatory requirements (including
in particular under the AML Legislation)) in the form and manner
requested by Cenkos or the Company on the basis that any failure by
it to do so may result in the number of Placing Shares that are to
be purchased by it or at its direction pursuant to the Placing
being reduced to such number, or to nil, as Cenkos may decide at
its sole discretion;
16. if a financial intermediary, as that term is used in Article
5(1) of the UK Prospectus Regulation, represents and warrants that
the Placing Shares purchased by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in a
Member State of the EEA or the UK other than EU Qualified Investors
or UK Qualified Investors respectively, or in circumstances in
which the prior consent of Cenkos has been given to the offer or
resale;
17. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the EEA or
the UK prior to Admission 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
any Member State of the EEA or the UK within the meaning of the EU
Prospectus Regulation or UK Prospectus Regulation respectively;
18. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an
authorised person;
19. represents and warrants that it has complied and will comply
with all applicable provisions of the FSMA and the Financial
Services Act 2012 with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving, the United
Kingdom;
20. if in the United Kingdom, represents and warrants that it is
a UK Qualified Investor who: (i) falls with Articles 49(2)(A) to
(D) or 19(5) of the Order or (ii) it is a person to whom the
Placing Shares may otherwise be lawfully offered under such Order
or, if it is receiving the offer in circumstances under which the
laws or regulations of a jurisdiction other than the United Kingdom
would apply, it is a person to whom the Placing Shares may be
lawfully offered under that other jurisdiction's laws and
regulations; and (iii) is a "professional client" or an "eligible
counterparty" within the meaning of Chapter 3 of the FCA's Conduct
of Business Sourcebook;
21. represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of
all relevant jurisdictions and that it has all necessary capacity
and has obtained all necessary consents and authorities and taken
any other necessary actions to enable it to commit to this
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement (including this Appendix)) and will honour such
obligations;
22. where it is acquiring Placing Shares for one or more managed
accounts, represents and warrants that it is authorised in writing
by each managed account: (i) to acquire the Placing Shares for each
managed account; (ii) to make on its behalf the representations,
warranties, acknowledgements, undertakings and agreements in this
Appendix and the Announcement of which it forms part; and (iii) to
receive on its behalf any investment letter relating to the Placing
in the form provided to it by Cenkos;
23. undertakes that it (and any person acting on its behalf)
will make payment for the Placing Shares allocated to it in
accordance with this Announcement (including this Appendix) on the
due time and date set out herein, failing which the relevant
Placing Shares may be placed with other subscribers or sold as
Cenkos may in its sole discretion determine and without liability
to such Placee and it will remain liable and will indemnify Cenkos
on demand for any shortfall below the net proceeds of such sale and
the placing proceeds of such Placing Shares and may be required to
bear the liability for any stamp duty or stamp duty reserve tax or
security transfer tax (together with any interest or penalties due
pursuant to or referred to in these terms and conditions) which may
arise upon the placing or sale of such Placee's Placing Shares on
its behalf;
24. acknowledges that neither Cenkos, nor any of its affiliates,
or any person acting on behalf of any of them, is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and
that participation in the Placing is on the basis that it is not
and will not be treated for these purposes as a client of Cenkos
and that Cenkos does not have any duties or responsibilities to it
for providing the protections afforded to their respective clients
or customers or for providing advice in relation to the Placing nor
in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of any of their rights and obligations thereunder,
including any rights to waive or vary any conditions or exercise
any termination right;
25. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself; or
(ii) its nominee, as the case may be. Neither Cenkos nor the
Company will be responsible for any liability to stamp duty or
stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing and it agrees to
indemnify the Company and Cenkos in respect of the same on the
basis that the Placing Shares will be issued to the CREST stock
account of Cenkos who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions;
26. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions and any non-contractual obligations arising out of or in
connection with such agreement shall be governed by and construed
in accordance with the laws of England and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter (including non-contractual matters)
arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may
be taken by the Company or Cenkos in any jurisdiction in which the
relevant Placee is incorporated or in which any of its securities
have a quotation on a recognised stock exchange;
27. acknowledges that time shall be of the essence as regards to
obligations pursuant to this Appendix;
28. agrees that the Company, Cenkos and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to Cenkos on its own behalf and on
behalf of the Company and are irrevocable and are irrevocably
authorised to produce this Announcement or a copy thereof to any
interested party in any administrative or legal proceeding or
official inquiry with respect to the matters covered hereby;
29. agrees to indemnify on an after-tax basis and hold the
Company, Cenkos and their respective affiliates harmless from any
and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach
of the representations, warranties, acknowledgements, agreements
and undertakings in this Appendix and that the provisions of this
Appendix shall survive after completion of the Placing and, further
agrees if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify the Company and
Cenkos;
30. acknowledges that no action has been or will be taken by any
of the Company, Cenkos or any person acting on behalf of the
Company or Cenkos that would, or is intended to, permit a public
offer of the Placing Shares in any country or jurisdiction where
any such action for that purpose is required;
31. acknowledges that it is an institution that has knowledge
and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
subscribing for the Placing Shares. It further acknowledges that it
is experienced in investing in securities of this nature and in
this sector and is aware that it may be required to bear, and it,
and any accounts for which it may be acting, are able to bear, the
economic risk of, and is able to sustain, a complete loss in
connection with the Placing. It has relied upon its own examination
and due diligence of the Company and its associates taken as a
whole, and the terms of the Placing, including the merits and risks
involved;
32. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein will continue, notwithstanding
any amendment that may in the future be made to the terms of the
Placing and that Placees will have no right to be consulted or
require that their consent be obtained with respect to the
Company's conduct of the Placing;
33. acknowledges that Cenkos or any of its affiliates acting as
an investor for its own account may take up shares in the Company
and in that capacity may retain, purchase or sell for its own
account such shares and may offer or sell such shares other than in
connection with the Placing;
34. acknowledges that it is responsible for obtaining any legal,
financial, tax and other advice it deems necessary for the
execution, delivery and performance of its obligations in accepting
the terms and conditions of the Placing, and that it is not relying
on the Company or Cenkos to provide any legal, financial, tax or
other advice to do so;
35. represents and warrants that, if it is a pension fund or
investment company, its purchase of Placing Shares is in full
compliance with all applicable laws and regulation; and
36. to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in this Announcement, including
this Appendix.
The representations, warranties, acknowledgments and
undertakings contained in this Appendix are given to Cenkos and the
Company and are irrevocable and shall not be capable of termination
in any circumstances.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor
Cenkos 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, issue or
delivery of Placing Shares has given rise to such UK stamp duty or
stamp duty reserve tax undertakes to pay such UK stamp duty or
stamp duty reserve tax forthwith and to indemnify on an after-tax
basis and to hold harmless the Company and Cenkos in the event that
any of the Company and/or Cenkos has incurred any such liability to
UK stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and notify Cenkos
accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Cenkos does not owe any fiduciary or other duties
to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Cenkos or any of its affiliates may,
at their absolute discretion, agree to become a Placee in respect
of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with Cenkos, any money held in an account with Cenkos on
behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FCA made under the FSMA. The
Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence,
this money will not be segregated from Cenkos's money in accordance
with the client money rules and will be used by Cenkos in the
course of its own business and the Placee will rank only as a
general creditor of Cenkos.
All times and dates in this Announcement (including this
Appendix) may be subject to amendment, and Placees' commitments,
representations and warranties are not conditional on any of the
expected times and dates in this Announcement (including this
Appendix) being achieved. Cenkos shall notify the Placees and any
person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an appropriately qualified
independent financial adviser.
Cenkos is entitled, at its discretion and out of its own
resources, at any time to rebate to some or all of its investors,
or to other parties, part or all of its fees relating to the
Placing.
APPIX II
DEFINITIONS
"Admission" admission of the New Ordinary Shares
to trading on AIM becoming effective
in accordance with the AIM Rules;
"AIM" the market of that name operated by the
London Stock Exchange;
"AIM Rules" means together the AIM Rules for Companies
and the AIM Rules for Nominated Advisers;
"AIM Rules for Companies" the AIM Rules for Companies, as published
and amended from time to time by the
London Stock Exchange;
"AIM Rules for Nominated means the rules published by the London
Advisers" Stock Exchange setting out the eligibility,
ongoing responsibilities and certain
disciplinary matters in relation to nominated
advisers, as amended or reissued from
time to time;
"Board" or "Directors" the directors of the Company as at the
date of this Announcement;
"Bookbuild" the accelerated bookbuild process to
be conducted by Cenkos to arrange participation
by Placees in the Placing;
"Cenkos" Cenkos Securities Plc;
"certificated" or "in where an Ordinary Share is not in uncertificated
certificated form" form (i.e. not in
CREST);
"Chairman" the chairman of the Board;
"Company" Plant Health Care plc, a company registered
in England and Wales with registered
number (05116780);
"CREST" the relevant system for the paperless
settlement of trades and the holding
of uncertificated securities operated
by Euroclear UK & Ireland Limited in
accordance with the CREST Regulations;
"CREST member" a person who has been admitted to CREST
as a system-member (as defined in the
CREST Regulations);
"CREST member account the identification code or number attached
ID" to a member account in CREST;
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755);
"EEA" the European Economic Area;
"EU" the European Union;
"EU Prospectus Regulation" Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June
2017 on the prospectus to be published
when securities are offered to the public
or admitted to trading on a regulated
market as may be amended from time to
time;
"EUWA" the European Union Withdrawal Act 2018,
as amended by the European Union (Withdrawal)
Act 2020;
"Existing Ordinary Shares" the 310,484,000 Ordinary Shares being
the entire issued share capital of the
Company as at the date of this Announcement
"FCA" the UK Financial Conduct Authority;
"FSMA" the Financial Services and Markets Act
2000 (as may be amended from time to
time);
"Issue Price" 9 pence per New Ordinary Share;
"London Stock Exchange" London Stock Exchange plc;
"Long Stop Date" 12 July 2023;
"Ordinary Shares" the ordinary shares of 1 penny each in
the capital of the Company;
"New Ordinary Shares" the Placing Shares and the Subscription
Shares;
"Placees" subscribers for the Placing Shares pursuant
to the Placing;
"Placing" the conditional placing by Cenkos, as
agent of and on behalf of the Company,
of the Placing Shares at the Issue Price
on the terms and subject to the conditions
of the Placing Agreement;
"Placing Agreement" the conditional agreement dated 22 June
2023 between the Company and Cenkos,
relating to the Placing;
"Placing Shares" the new Ordinary Shares proposed to be
issued by the Company pursuant to the
Placing;
"Relevant Member State" a member state of the EEA which has implemented
the EU Prospectus Regulation;
"Restricted Jurisdictions" the United States of America, Canada,
Australia, New Zealand, the Republic
of South Africa, the Republic of Ireland
or Japan and any other jurisdiction where
the extension or availability of the
Placing would breach any applicable law;
"Securities Act" the United States Securities Act of 1933,
as may be amended from time to time;
"Shareholders" registered holders of Ordinary Shares;
"Subscription" the conditional subscription for Subscription
Shares at the Issue Price on the terms
and subject to the conditions of the
Subscription Agreements;
"Subscription Agreements" the subscription agreements in relation
to the subscription for the Subscription
Shares at the Issue Price;
"Subscription Shares" the new Ordinary Shares proposed to be
issued, in aggregate, by the Company
pursuant to the Subscription;
"UK" or "United Kingdom" means the United Kingdom of Great Britain
and Northern Ireland;
"UK Prospectus Regulation" means the Regulation (EU) 2017/1129 of
the European Parliament and of the Council
of 14 June 2017 as it forms part of domestic
law by virtue of the EUWA;
"UK Qualified Investor" has the meaning given to it within the
capitalised text at the beginning of
this Announcement (and accordingly "UK
Qualified Investors" means more than
one UK Qualified Investor); and
"US" the United States of America, its territories
and possessions, any state of the United
States of America, the District of Columbia
and all other areas subject to its jurisdiction
and any political sub-division thereof.
This information is provided by RNS, the news service of the
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END
IOEPPUMPQUPWGAP
(END) Dow Jones Newswires
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