TIDMKAPE
RNS Number : 5265D
Kape Technologies PLC
28 October 2020
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND
OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE
PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO
BUY SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA AND NEW ZEALAND OR IN ANY OTHER
JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION
REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION .
NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM
THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR
COMMITMENT WHATSOEVER IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU. IN ADDITION, MARKET
SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION. 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.
28 October 2020
Kape Technologies plc
("Kape", the "Company" or the "Group")
Proposed placing to raise US$100 million
Kape Technologies plc (AIM: KAPE), the digital security and
privacy software business, announces its intention to issue new
ordinary shares in the capital of the Company (the "Placing
Shares") to institutional investors at a placing price to be
determined following the completion of an accelerated bookbuild
process (the "Placing Price") (the "Placing").
The Company intends to raise gross proceeds of approximately
US$100 million (approximately GBP77 million) through the Placing
and the Retail Offer (as defined below).
Highlights
-- The net proceeds of the Placing and Retail Offer will be used as follows:
o c. US$72 million to buy out the equity interests in the
Company of Andrew Lee and Steven DeProspero (the "PIA Founders"),
the two co-founders of Private Internet Access ("PIA"), a company
acquired by Kape in 2019; and
o the balance to strengthen Kape's balance sheet and enable fast
execution of further selective acquisitions, building on Kape's
excellent M&A track record and continuing pursuit of
growth.
-- As a consequence of buying out the equity interests of the
PIA Founders, Kape expects to realise an expected tax benefit of
approximately US$50 million over the next 15 years.
-- The Placing will be conducted by way of an accelerated
bookbuild which will be launched immediately following the release
of this announcement.
-- In conjunction with the Placing, there will be an offer made
by the Company on the PrimaryBid platform of additional new
ordinary shares at the Placing Price (the "Retail Offer").
-- In the event of excess demand, the Company reserves the right
to increase the size of the Placing in its sole discretion.
Reasons for the Placing
A disciplined approach to value-enhancing M&A
Kape has grown to become a leading player in the fast-growing
digital privacy market, with acquisitions and their successful
integration and subsequent growth, a fundamental component to this
strategy.
In the last four and a half years, Kape has completed five
acquisitions, deploying over US$159 million of capital on its
M&A strategy, building a proven track record of executing and
delivering value. Notable acquisitions include:
-- CyberGhost - acquired in 2017, grown from 150,000 to 658,000
subscribers (Sep 2020) in three years, and from $6 million revenue
FY17 to an expected US$34 million in FY20.
-- Intego - acquired in 2018, grown from adding just dozens of
new users each month to c.4,500 monthly new users driven by user
acquisition strategy.
-- PIA - acquired in December 2019, has significantly
contributed to the Company's digital privacy segment reaching a 14%
annualised growth rate in Q3 2020.
The current market conditions potentially present a number of
acquisition opportunities which the capital raise will allow Kape
to fully exploit.
Material tax savings expected to be realised by Kape
An expected effect of the Purchase Agreement (as defined below)
and related arrangements is to increase Kape's tax base in the
acquired PIA assets, potentially to their full fair value. As a
result, Kape expects to realise tax savings of approximately US$50
million. These expected tax savings are expected to be realised
over 15 years, the period of the PIA assets' amortisation for tax
purposes, and therefore to have a positive cashflow impact for Kape
of approximately US$3.3 million per annum, which is expected to
translate into a positive tax income in the current financial year
and a further uplift in the Company's adjusted earnings in
following years(1) .
[1] At the time of the PIA Acquisition, the Company recognised a
deferred tax liability of c.$25.8m, which will now be cancelled and
recorded as exceptional tax income in the Company's P&L, which
is expected to reduce yearly tax expenses and increase net profit
by $25.8m. The change to the tax structure will result in the
creation of a deferred tax liability over the 15-year amortisation
period. The tax liability will unwind in case of a sale or a
write-off of the Goodwill. These figures are based on current US
tax legislation and accounting standards.
Broadening the Group's institutional shareholder base
By undertaking the Placing, the Company also hopes to further
broaden its institutional shareholder base and improve the
liquidity of its shares.
An orderly divestiture by PIA Founders
On 16 December 2019, Kape completed the acquisition of PIA, a
leading US-based digital privacy company (the "PIA Acquisition").
As part of the consideration, Kape issued, in aggregate, 10,500,726
new ordinary shares ("Initial Consideration Shares") to the PIA
Founders, with a further 27,994,720 Ordinary Shares in aggregate to
be issued to the PIA Founders over a two year period from closing
("Deferred Consideration Shares").
T he Company and the PIA Founders have reached an agreement with
respect to the sale and purchase of the Initial Consideration
Shares and their right to receive the Deferred Consideration
Shares, for a total consideration of approximately US$72 million
(the "Purchase Agreement"). As part of the arrangements, the
consultancy services arrangement in relation to consulting services
provided to Kape by Andrew Lee through a services company will be
paid in full and terminated. Other than as described above
(together, the "Founder Arrangements"), the terms of the PIA
Acquisition remain in full force and effect in all material
respects. Key PIA staff have integrated well into the business and
are a central part of Kape's vision and mission moving forward.
The Initial Consideration Shares, once repurchased under the
Purchase Agreement, will be placed into treasury with a view to a
proportion being retained to fulfil future employee share option
exercises and the remainder being cancelled by the Company.
Current Trading
Kape announced its interim results for the six months ended 30
June 2020 on 15 September 2020. In the three months to 30 September
2020 (Q3), Kape's trading was at the upper end of management's
expectations. User growth in the Privacy division continued to ramp
up, reaching a run rate of 14 per cent. annual growth during Q3
2020. The Company also successfully launched several product
development initiatives and experienced continued strong user
retention. Revenues for the year ending 31 December 2020 are
expected to be between US$120-123 million, with adjusted EBITDA in
the same period expected to be US$35-38 million.
The integration of PIA, including combining PIA products with
Kape's offerings, consolidating the technology infrastructure and
further implementation of user acquisition initiatives and
reduction in operational expenditure, has been progressing in line
with management expectations and is anticipated to be completed by
the end of 2020.
Details of the Placing
The Placing will be conducted by way of an accelerated
bookbuilding process (the "Bookbuild") which will be launched with
immediate effect following this Announcement in accordance with the
terms and conditions set out in Appendix I. The Placing Shares are
not being made available to the public. It is envisaged that the
Bookbuild will close no later than 7.00 a.m. GMT tomorrow, 29
October 2020 . Details of the number of Placing Shares, the Placing
Price and the approximate gross proceeds of the Placing will be
announced as soon as practicable after the closing of the
Bookbuild. The Placing is not underwritten.
The Company's majority shareholder, Unikmind Holdings Limited,
has entered into a subscription agreement with the Company,
pursuant to which it has agreed to subscribe in the Placing for
shares worth up to US$72 million at the Placing Price (the
"Subscription Agreement"), although this figure may be reduced
depending on demand generated in the Placing.
The Company's directors intend to participate in the Placing in
the amount of approximately US$175,000 in aggregate.
Shore Capital Stockbrokers Limited ("Shore Capital") is acting
as global co-ordinator and joint bookrunner in respect of the
Placing, Nplus1Singer Capital Markets Limited ("N+1 Singer") is
acting as joint bookrunner, Stifel, Nicolaus Europe Limited
("Stifel") is acting as joint bookrunner (with responsibility for
the USA) and Barak Capital Underwriting Ltd ("Barak") is acting as
placing agent in Israel in respect of the Placing.
To bid in the Bookbuild, Placees should communicate their bid by
telephone or in writing to their usual sales contact at Shore
Capital or N+1 Singer (for persons based anywhere other than the US
and Israel), at Stifel (for persons based in the US) and at Barak
(for persons based in Israel).
Retail Offer
In conjunction with the Placing, the Retail Offer will provide
Kape's retail investors with an opportunity to participate in the
equity fundraising alongside institutional investors. A separate
announcement will be made shortly regarding the Retail Offer and
its terms. For the avoidance of doubt, the Retail Offer is not part
of the Placing.
Admission of Placing Shares
Application will be made for the Placing Shares to be admitted
to trading on the AIM market of London Stock Exchange plc
("Admission"). It is expected that Admission will take place at or
around 8.00 a.m. (London time) on 2 November 2020 (or such later
date as many be agreed between the Company, Shore Capital and N+1
Singer) but in any event not later than 8.00 a.m. on 6 November
2020. The Placing is conditional upon, inter alia, Admission
becoming effective and the placing agreement between the Company,
Shore Capital, N+1 Singer, Stifel and Barak ("Placing Agreement")
not having been terminated. The Placing Shares will, when issued,
be credited as fully paid and will rank pari passu in all respects
with the Company's existing issued ordinary shares of US$0.0001
each ("Ordinary Shares").
Related Party Transactions
Ted Kim, a Non-Executive Director of Kape, is the appointed
representative of the PIA Founders on the Kape board. Accordingly,
the PIA Founders are deemed to be a related party, and the Founder
Arrangements are deemed to be a related party transaction, under
Rule 13 of the AIM Rules for Companies. The remaining directors of
Kape (for these purposes being Don Elgie, Ido Erlichman, Moran
Laufer, David Cotterell and Martin Blair) consider, having
consulted with the Company's nominated adviser, Shore Capital and
Corporate Limited, that the terms of the Founder Arrangements are
fair and reasonable insofar as the Company's shareholders are
concerned.
Unikmind Holdings Limited, as a substantial shareholder in the
Company, is also deemed to be a related party, and the Subscription
Agreement is deemed to be a related part transaction, under Rule 13
of the AIM Rules for Companies. The directors of Kape consider,
having consulted with the Company's nominated adviser, Shore
Capital and Corporate Limited, that the terms of the Subscription
Agreement are fair and reasonable insofar as the Company's
shareholders are concerned.
Directorate Change
Ted Kim will step down as a Non-Executive Director of Kape upon
completion of the repurchase of the Initial Consideration Shares
under the Purchase Agreement, however he will remain in his role
with the Company leading Kape's North American operations.
Total Voting Rights
As at today's date, the Company's issued share capital consists
of 160,772,873 Ordinary Shares. The Company holds no Ordinary
Shares in treasury. The Kape Technologies plc Employee Benefit
Trust holds 1,200,000 Ordinary Shares, the voting rights to which
have been waived.
Therefore, the total number of voting rights in Kape is
159,572,873, which is the figure which should be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, Kape Technologies plc shares under
the FCA's Disclosure and Transparency Rules.
This announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this announcement.
Further details of the Placing are set out in Appendix I,
below.
Enquiries:
Kape Technologies plc via Vigo Communications
Ido Erlichman, Chief Executive Officer
Moran Laufer, Chief Financial Officer
Shore Capital (Nominated Adviser & Broker,
Global Co-Ordinator & Joint Bookrunner)
Corporate Advisory
Simon Fine / Mark Percy / Toby Gibbs / James
Thomas
Institutional Sales / Corporate Broking +44 (0)20 7408
John Ritchie / Henry Willcocks 4090
N+1 Singer (Joint Broker and Joint Bookrunner) +44 (0) 20 7496
Steve Pearce / Harry Gooden / George Tzimas 3000
Stifel (Joint Bookrunner (USA)) +44 (0) 20 7710
Alex Price / Richard Short 7600
Barak Capital (Placing Agent (Israel))
Tzvika Manes +972 74 7100 700
Vigo Communications (Financial Public Relations)
Jeremy Garcia / Antonia Pollock +44 (0)20 7390
kape@vigocomms.com 0237
About Kape
Kape is a leading 'privacy-first' digital security software
provider to consumers. Through its range of privacy and security
products, Kape focusses on protecting consumers and their personal
data as they go about their daily digital lives.
To date, Kape has 2.4 million paying subscribers, supported by a
team of over 350 people across eight locations worldwide. Kape has
a proven track record of revenue and EBITDA growth, underpinned by
a strong business model which leverages our digital marketing
expertise.
Through our subscription-based platform, Kape has fast
established a highly scalable SaaS-based operating model, geared
towards capitalising on the vast global consumer digital privacy
market.
www.kape.com
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IMPORTANT NOTICES
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 Company's
business strategy, plans and objectives of management for future
operations, or any statements proceeded 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 Company to be
materially different from future results, performance or
achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous
assumptions regarding the Company's present and future business
strategies and the environment in which the Company will operate in
the future. These forward-looking statements speak only as at the
date of this announcement. The Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statements contained herein to reflect any
change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statements are based, unless required to do so by applicable law or
the AIM Rules.
US SECURITIES LAW
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
APPIX I
FURTHER DETAILS OF THE PLACING
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE
"ANNOUNCEMENT"), AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN A
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO
ARE, UNLESS OTHERWISE AGREED BY THE JOINT BOOKRUNNERS, "QUALIFIED
INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS
REGULATION (WHICH MEANS REGULATION (EU) 2017/1129 AND INCLUDES ANY
RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS
REGULATION"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE: (I)
"INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). 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 APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS.
PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE
APPICES) COMES ARE REQUIRED BY THE COMPANY AND THE PLACING AGENTS
TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.
THIS ANNOUNCEMENT 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 JURISDICTION. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE
UNITED STATES OF AMERICA. THE SECURITIES REFERRED TO HEREIN HAVE
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR
SOLD IN THE UNITED STATES OF AMERICA, EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING OF
SECURITIES IS BEING MADE IN THE UNITED STATES OF AMERICA.
THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OF, OR THE
SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR, ORDINARY SHARES
TO ANY PERSON TO WHOM, OR IN ANY JURISDICTION IN WHICH, SUCH OFFER
OR SOLICITATION IS UNLAWFUL AND IS NOT FOR DISTRIBUTION IN OR INTO
AUSTRALIA. THE ORDINARY SHARES HAVE NOT BEEN, AND WILL NOT BE,
REGISTERED UNDER ANY APPLICABLE SECURITIES LAWS OF AUSTRALIA.
SUBJECT TO CERTAIN EXCEPTIONS, THE ORDINARY SHARES MAY NOT BE
OFFERED FOR SALE OR SUBSCRIPTION, OR SOLD OR SUBSCRIBED, DIRECTLY
OR INDIRECTLY, WITHIN AUSTRALIA OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, ANY NATIONAL, RESIDENT OR CITIZEN OF AUSTRALIA.
NO PLACEMENT DOCUMENT, PROSPECTUS, PRODUCT DISCLOSURE STATEMENT
OR OTHER DISCLOSURE DOCUMENT HAS BEEN LODGED WITH THE AUSTRALIAN
SECURITIES AND INVESTMENTS COMMISSION ("ASIC") IN RELATION TO THE
OFFERING. THIS DOCUMENT DOES NOT CONSTITUTE A PROSPECTUS, PRODUCT
DISCLOSURE STATEMENT OR OTHER DISCLOSURE DOCUMENT UNDER THE
CORPORATIONS ACT 2001 (THE "CORPORATIONS ACT") AND DOES NOT PURPORT
TO INCLUDE THE INFORMATION REQUIRED FOR A PROSPECTUS, PRODUCT
DISCLOSURE STATEMENT OR OTHER DISCLOSURE DOCUMENT UNDER THE
CORPORATIONS ACT. TO THE EXTENT THIS DOCUMENT IS DISTRIBUTED IN
AUSTRALIA, IT IS DISTRIBUTED FOR INFORMATION PURPOSES ONLY.
THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR AN
INVITATION TO SUBSCRIBE FOR, OR SOLICITATION OF AN OFFER TO
SUBSCRIBE FOR OR BUY, ORDINARY SHARES TO ANY PERSON IN AUSTRALIA.
ANY OFFER IN AUSTRALIA OF THE ORDINARY SHARES MAY ONLY BE MADE TO
PERSONS (THE "EXEMPT INVESTORS") WHO ARE "SOPHISTICATED INVESTORS"
(WITHIN THE MEANING OF SECTION 708(8) OF THE CORPORATIONS ACT),
"PROFESSIONAL INVESTORS" (WITHIN THE MEANING OF SECTION 708(11) OF
THE CORPORATIONS ACT) OR OTHERWISE PURSUANT TO ONE OR MORE
EXCEPTIONS CONTAINED IN SECTION 708 OF THE CORPORATIONS ACT SO THAT
IT IS LAWFUL TO OFFER THE ORDINARY SHARES WITHOUT DISCLOSURE TO
INVESTORS UNDER CHAPTER 6D OF THE CORPORATIONS ACT.
THE ORDINARY SHARES APPLIED FOR BY EXEMPT INVESTORS IN AUSTRALIA
MUST NOT BE OFFERED FOR SALE IN AUSTRALIA FOR A PERIOD OF 12 MONTHS
AFTER THE DATE OF ALLOTMENT UNDER THE PLACING, EXCEPT IN
CIRCUMSTANCES WHERE DISCLOSURE TO INVESTORS UNDER CHAPTER 6D OF THE
CORPORATIONS ACT WOULD NOT BE REQUIRED PURSUANT TO AN EXEMPTION
UNDER SECTION 708 OF THE CORPORATIONS ACT OR OTHERWISE OR WHERE THE
OFFER IS PURSUANT TO A DISCLOSURE DOCUMENT WHICH COMPLIES WITH
CHAPTER 6D OF THE CORPORATIONS ACT. ANY PERSON ACQUIRING ORDINARY
SHARES MUST OBSERVE SUCH AUSTRALIAN ON-SALE RESTRICTIONS.
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT ARE OFFERED TO
INVESTORS IN SWITZERLAND UNDER AN EXEMPTION TO PREPARE AND PUBLISH
A PROSPECTUS PURSUANT TO THE SWISS FINANCIAL SERVICES ACT
("FINSA"), BECAUSE THE SECURITIES ARE ONLY OFFERED TO PROFESSIONAL
INVESTORS AS DEFINED UNDER FINSA AND BECAUSE SUCH SECURITIES WILL
NOT BE ADMITTED TO TRADING ON ANY TRADING VENUE IN SWITZERLAND.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS PURSUANT TO
FINSA AND NO SUCH PROSPECTUS HAS BEEN OR WILL BE PREPARED FOR OR IN
CONNECTION WITH THE OFFERING OF THE SECURITIES.
MEMBERS OF THE GENERAL PUBLIC IN ISRAEL ARE NOT ELIGIBLE TO TAKE
PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES
TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED TO PERSONS
IN ISRAEL WHO ARE LISTED IN THE FIRST SCHEDULE OF THE ISRAELI
SECURITIES LAW - 1968 ("RELEVANT ISRAELI PERSONS"). THE INFORMATION
REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT SUCH RELEVANT ISRAELI
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE IN ISRAEL ONLY TO AND WILL BE
ENGAGED IN ONLY WITH SUCH RELEVANT ISRAELI PERSONS.
THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR A
SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR PLACING SHARES IN
ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL
AND, IN PARTICULAR, IS NOT TO BE FORWARDED, DISTRIBUTED, MAILED OR
OTHERWISE TRANSMITTED IN OR INTO THE UNITED STATES OF AMERICA, ITS
TERRITORIES OR POSSESSIONS, SUBJECT TO CERTAIN LIMITED EXCEPTIONS.
THIS DOCUMENT IS NOT TO BE FORWARDED, DISTRIBUTED, MAILED OR
OTHERWISE TRANSMITTED IN OR INTO AUSTRALIA AND ITS RESPECTIVE
TERRITORIES AND POSSESSIONS (TOGETHER, THE "PROHIBITED TERRITORY")
OR TO ANY NATIONAL, RESIDENT OR CITIZEN OF THE PROHIBITED TERRITORY
OR TO ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR
ORGANISED UNDER THE LAWS THEREOF, OR TO ANY PERSONS IN ANY OTHER
COUNTRY OUTSIDE THE UK, WHERE SUCH DISTRIBUTION, FORWARDING OR
TRANSMISSION MAY LEAD TO A BREACH OF ANY LEGAL OR REGULATORY
REQUIREMENT. NO ACTION HAS BEEN TAKEN BYTHE PLACING AGENTS, THE
COMPANY NOR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN
OFFER OF THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THIS
DOCUMENT OR ANY OTHER PUBLICITY MATERIAL RELATING TO SUCH PLACING
SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS
REQUIRED. PERSONS RECEIVING THIS DOCUMENT ARE REQUIRED TO INFORM
THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. THE PRICE OF THE PLACING SHARES 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.
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 Japanese Ministry of Finance or the South African
Reserve Bank; 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 Canada, Japan or the
Republic of South Africa. Accordingly, the Placing Shares may not
(unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Canada, Japan, the Republic of South Africa
or any other jurisdiction in which such offer, sale, resale or
delivery would be unlawful.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the 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; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the offer. In all circumstances the
Placing Agents and Barak will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or this Announcement of which it forms part should
seek appropriate advice before taking any action.
These terms and conditions apply to persons making an offer to
acquire Placing Shares. Each Placee hereby agrees with the Placing
Agents and Barak and the Company to be bound by these terms and
conditions as being the terms and conditions upon which Placing
Shares will be issued or acquired. A Placee shall, without
limitation, become so bound if the relevant Placing Agent and/or
Barak confirm to such Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Placing Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) who has been invited to participate in the Placing and on
whose behalf a commitment to subscribe for or acquire Placing
Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the Placing Agreement with
Shore Capital and Corporate Limited ("SCC") (the Company's
Nominated Adviser), Shore Capital Stockbrokers Limited ("SCS",
together with SCC "Shore Capital") (the Company's global
coordinator and joint bookrunner in connection with the Placing),
Nplus1 Singer Advisory LLP ("N+1 Singer") (the Company's joint
bookrunner in connection with the Placing) and Stifel Nicolaus
Europe Limited ("Stifel") (the Company's joint bookrunner in
respect of the US private placement element of the Placing only)
(together with Shore Capital and N+1 Singer the "Joint
Bookrunners") and Barak Capital Underwriting Ltd ("Barak") as the
Company's placing agent in respect of the Israel element of the
Placing only ("Barak" and, together with the Joint Bookrunners the
"Placing Agents"), under which the Placing Agents have, on the
terms and subject to the conditions set out therein, undertaken to
use their reasonable endeavours to procure subscribers for the
Placing Shares. It is expected that the Placing will raise
approximately US$ 100 million in gross proceeds. The Placing is not
being underwritten by the Placing Agents or any other person.
The Placing Shares will be issued on or around 2 November 2020.
The Placing Shares will, when issued, be subject to the articles of
association of the Company, be credited as fully paid and rank pari
passu in all respects with the existing Ordinary Shares, including
the right to receive all dividends and other distributions (if any)
declared, made or paid on or in respect of Ordinary Shares after
the date of issue of the Placing Shares.
The Placing will be effected by way of a placing of new Ordinary
Shares in the Company for non-cash consideration. SCS will
subscribe for ordinary shares and redeemable preference shares in
Art5 Limited (a Guernsey company) for an amount equal to the net
proceeds of the Placing. The Company will allot and issue the
Placing Shares on a non-preemptive basis to Placees in
consideration for the transfer by SCS to the Company of the
redeemable preference shares in Art5 Limited that will be issued to
SCS. The proceeds raised through the Placing are intended to be
used for the purposes disclosed in this announcement.
The Placing Shares will trade on AIM under KAPE with ISIN:
IM00BQ8NYV14.
Application for admission to trading of the Placing Shares
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. Admission for the
Placing Shares is expected to become effective and dealings in such
shares are expected to commence at 8.00 a.m. on or around 2
November 2020 (the "Admission"). In any event, the latest date for
Admission is 6 November 2020 (the "Long Stop Date").
Placing
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.
Participation in, and principal terms of, the Placing are as
follows:
1. The Placing Agents are arranging the Placing as agents for,
and brokers to, the Company.
2. The Placing Price and the number of Placing Shares to be
issued will be determined by the Company (in consultation with
Shore Capital and N+1 Singer (in connection with the non-US element
of the Placing) and in consultation with the Joint Bookrunners (in
connection with the US element of the Placing)) following
completion of a bookbuilding exercise by the Placing Agents (the
"Bookbuild"). The results of the Bookbuild will be released through
a Regulatory Information Service following the completion of the
Bookbuild. The Joint Bookrunners shall be entitled to effect the
Placing by such alternative method to the Bookbuild as they may, in
their absolute discretion determine, following consultation with
the Company.
3. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at Shore
Capital or N+1 (for persons based anywhere other than the US and
Israel), at Stifel (for persons based in the US) and at Barak (for
persons based in Israel). Each bid should state the number of
Placing Shares which the prospective Placee wishes to acquire
either at the Placing Price which is ultimately established by the
Company or at prices up to a price limit specified in its bid. Bids
may be scaled down by the Placing Agents on the basis referred to
in paragraph 7 below.
4. The Bookbuild is expected to close no later than 7.00 a.m. on
29 October 2020 but may be closed earlier or later at the
discretion of the Joint Bookrunners. The Placing Agents may, in
agreement with the Company, accept bids received after the
Bookbuild has closed.
5. Participation in the Placing is only available to persons who
are lawfully able to be, and have been, invited to participate by
the Placing Agents. The Placing Agents are entitled (but under no
obligation) to participate in the Placing as principal.
6. Following the close of the Bookbuild for the Placing, each
Placee's allocation will be confirmed to Placees orally, or in
writing (which can include email), by a Placing Agent and a trade
confirmation or contract note will be dispatched as soon as
possible thereafter. The relevant Placing Agent's oral or written
confirmation will give rise to an irrevocable, legally binding
commitment by that person (who at that point becomes a Placee), in
favour of the Placing Agents and the Company, under which it agrees
to acquire by subscription the number of Placing Shares allocated
to it at the Placing Price and otherwise on the terms and subject
to the conditions set out in this Appendix and in accordance with
the Company's articles of association. Except with the relevant
Placing Agent's consent, such commitment will not be capable of
variation or revocation.
7. Each Placee's allocation will, unless otherwise agreed
between the Placee and the relevant Placing Agent, be evidenced by
a trade confirmation or contract note issued to each such Placee by
the relevant Placing Agent. The terms and conditions of this
Announcement (including this Appendix) will be deemed to be
incorporated in that trade confirmation, contract note or such
other confirmation and will be legally binding on the Placee on
behalf of which it is made and, except with the relevant Placing
Agent's consent, will not be capable of variation or revocation
from the time at which it is issued.
8. Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to the relevant Placing Agent (as agent
for the Company), to pay to that Placing Agent (or as that Placing
Agent may direct) in cleared funds an amount equal to the product
of the Placing Price and the number of Placing Shares such Placee
has agreed to acquire and the Company has agreed to allot and issue
to that Placee.
9. The allocation of the Placing Shares to Placees located in
the United States of America shall be conditional on the execution
by each such Placee of an investor representation letter (each an
"Investor Representation Letter") in the form provided to it.
10. Except as required by law or regulation, no press release or
other announcement will be made by the Placing Agents 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.
11. 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 at the same time, on the basis explained below under
"Registration and Settlement".
12. All obligations of the Placing Agents under the Placing will
be subject to fulfilment of the conditions referred to below
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate under the
Placing Agreement".
13. By participating in the Placing, each Placee agrees 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.
14. To the fullest extent permissible by law and the applicable
rules of the Financial Conduct Authority, none of the Placing
Agents nor any of their Affiliates shall have any liability to
Placees (or to any other person whether acting on behalf of a
Placee or otherwise whether or not a recipient of these terms and
conditions) in respect of the Placing. Each Placee acknowledges and
agrees that the Company is responsible for the allotment of the
Placing Shares to the Placees and the Placing Agents and their
Affiliates shall have no liability to the Placees for the failure
of the Company to fulfil those obligations. In particular, none of
the Placing Agents nor any of their Affiliates shall have any
liability (including to the extent permissible by law, any
fiduciary duties) in respect of the Placing Agents' conduct of the
Placing or of such alternative method of effecting the Placing as
the Joint Bookrunners and the Company may determine.
Conditions of the Placing
The Placing Agents' obligations under the Placing Agreement in
respect of, amongst other things, the Placing are conditional on,
inter alia:
1. the release of this Announcement to a Regulatory Information
Service by no later than 4.30 p.m. on 28 October 2020;
2. application having been made by or on behalf of the Company
for Admission to the London Stock Exchange not later than 8.00 a.m.
on 28 October 2020;
3. the publication of an announcement communicating the results
of the Placing not later than 5.00 p.m. on the first Business Day
following the date of this Announcement (or such other time and/or
date as agreed by the Company, Shore Capital and N+1Singer);
4. the delivery by the Company to Shore Capital of certain
documents required under the Placing Agreement;
5. the Company having complied with its obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to Admission;
6. none of the warranties given in the Placing Agreement being
untrue, inaccurate or misleading at any time between the date of
the Placing Agreement and Admission, and no matter having arisen
prior to Admission which might reasonably render any of the
warranties untrue or inaccurate or misleading in any respect if it
was repeated as at Admission;
7. the Subscription Agreement having been duly executed and not
having been terminated prior to Admission and all conditions
thereunder (other than Admission) having been fulfilled;
8. the allotment of the Placing Shares, conditional only upon
admission of such Ordinary Shares to trading on AIM, in accordance
with the Placing Agreement;
9. the Company and/or the Joint Bookrunners not having become aware of:
9.1 any new material factor, mistake or inaccuracy in relation
to the information contained in this Announcement having arisen
such that the Company is or may be required to issue a notification
pursuant to Rule 11 of the AIM Rules or is otherwise material or
required to make the statements in this Announcement not misleading
in any material respect;
9.2 any matter which is or might be material in the context of
any assumption or other matter relevant to any forecast or
statement about the prospects of the Company in this Announcement;
or
9.3 any matter which indicates that a significant change or new
matter in respect of the Company has or might have occurred before
Admission;
10. the Purchase Agreement and certain related documents having
been executed by all parties thereto and not having been terminated
prior to Admission and all conditions thereunder due to be
fulfilled before Admission having been fulfilled when due or having
been waived;
11. each of the Initial Subscription and Option Agreement and
the Subscription and Transfer Agreement (in each case as defined in
the Placing Agreement) having been executed and not terminated
prior to Admission;
12. admission of the Placing Shares to trading on AIM becoming
effective in accordance with Rule 6 of Part 1 the AIM Rules not
later than 8.00 a.m. on 2 November 2020 or such later date as may
be agreed in writing between the Company and Shore Capital and N+1
Singer, but in any event not later than 8.00 a.m. on the Long Stop
Date; and
13. the Placing Agreement not having been terminated by any of the Joint Bookrunners.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by Shore Capital and N+1 Singer by the
respective time or date where specified (or such later time or date
as Shore Capital and N+1 Singer may notify to the Company); (ii)
any of such conditions becomes incapable of being fulfilled; or
(iii) the Placing Agreement is terminated in the circumstances
specified below, the Placing will not proceed and the Placees'
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.
Shore Capital and N+1 Singer may, at their discretion and upon
such terms as they think fit, waive, or extend the period 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 save that the condition relating to Admission taking
place by the Long Stop Date may not be waived. Any such extension
or waiver will not affect Placees' commitments as set out in this
Announcement.
The Company shall not be obligated to allot any Placing Shares
to any Placees in the United States of America unless it has
received an executed Investor Representation Letter from each such
Placee attesting to certain factual representations, warranties and
acknowledgements, in a form satisfactory to the Company.
None of Shore Capital, N+1 Singer, the Company nor any of their
respective Affiliates 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 Shore
Capital and N+1 Singer .
Right to terminate the Placing Agreement
Each of the Joint Bookrunners is entitled to cease to
participate in the Placing by giving notice to the Company in
certain circumstances, including, inter alia, if before
Admission:
14. it shall have come to the notice of the Company or any Joint Bookrunner that:
14.1 any statement contained in the Issue Documents (as defined
in the Placing Agreement) is or has become untrue, inaccurate,
incomplete or misleading, or there shall have occurred any
significant new factor relevant to any of the foregoing;
14.2 the Company has failed to comply with its obligations under
FSMA, MAR, the Isle of Man Companies Act 2006, the AIM Rules or the
Prospectus Regulation Rules;
14.3 there has been a breach of any of the Warranties or other
obligations of the Company under the Placing Agreement;
14.4 there has been a breach by the Company or by Art5 Limited
of any provision of the Purchase Agreement (or certain related
documents), the Subscription Agreement, the Initial Subscription
and Option Agreement or the Subscription and Transfer Agreement (in
each case as defined in the Placing Agreement); or
14.5 there has been an event or matter on or after the date of
the Placing Agreement and before Admission which if it had occurred
or arisen at an earlier date would have rendered any of the
Warranties untrue or incorrect,
and, such event would, in the opinion of any Joint Bookrunner,
have a materially adverse effect on the Placing;
15. any event or omission has occurred which in the opinion of
any Joint Bookrunner is or might reasonably be expected to be
materially adverse to the financial position or business or
prospects of the Company or the Placing;
16. any change in national or international, financial,
monetary, economic, political or stock market conditions (including
any suspension or material limitation in the trading of securities
generally on the London Stock Exchange's market for listed
securities or in commercial banking, securities settlement or
clearance services in the United Kingdom) has occurred which in the
opinion of any Joint Bookrunner is or might reasonably be expected
to be materially adverse to the Company or to the Placing;
17. any incident of terrorism has occurred which in the opinion
of any Joint Bookrunner is or might reasonably be expected to be
materially adverse to the Company or the Placing or the outbreak of
hostilities involving the United Kingdom or the declaration by the
United Kingdom of a national emergency or war; or
18. a deterioration or escalation in the United Kingdom's
response to the COVID-19 pandemic or any other epidemic and/or
pandemic which, in the opinion of any Joint Bookrunner, makes it
impractical or inadvisable to continue with the Placing.
If any Joint Bookrunner ceases to participate in the Placing,
the other Joint Bookrunners may, by notice to the Company, elect
either to continue with the Placing or to terminate the Placing
Agreement. If the Placing Agreement is terminated prior to
Admission then the Placing will not occur.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances. By participating in the Placing, Placees
agree that the exercise by the Joint Bookrunners of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of the Joint Bookrunners and that
the Joint Bookrunners need not make any reference to Placees in
this regard and that neither the Joint Bookrunners nor any of their
Affiliates shall have any liability to Placees whatsoever in
connection with any such exercise or failure so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of an admission
document or prospectus in the United Kingdom or any equivalent
document in any other jurisdiction. No offering document, admission
document or prospectus has been or will be submitted to be approved
by the FCA or the London Stock Exchange 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 the business and financial information that the
Company is required to publish in accordance with the AIM Rules
(the "Exchange Information") or has published via a Regulatory
Information Service ("Publicly Available Information"). Each
Placee, by accepting a participation in the Placing, agrees that
the content of this Announcement is exclusively the responsibility
of the Company and confirms that it has neither received nor relied
on any other information (other than the Exchange Information
and/or Publicly Available Information), representation, warranty or
statement made by or on behalf of the Company or the Placing Agents
or any other person and none of the Placing Agents, 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 and, if given or made, such information,
representation, warranty or statement must not be relied upon as
having been authorised by the Placing Agents, the Company or their
respective officers, directors, employees or agents. 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. Neither the Company nor
any of the Placing Agents are making any undertaking or warranty to
any Placee regarding the legality of an investment in the Placing
Shares by such Placee under any legal, investment or similar laws
or regulations. Each Placee should not consider any information in
this Announcement to be legal, tax or business advice. Each Placee
should consult its own solicitor, tax adviser and financial adviser
for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Lock-up Arrangements
The Company has undertaken to the Placing Parties that, between
the date of the Placing Agreement and 31 December 2020, it will
not, without the prior written consent of the Placing Parties (such
consent not to be unreasonably withhold or delayed), offer, issue,
sell or otherwise dispose of (or announce intention of doing so)
any Ordinary Shares (or any interest therein or in respect thereof)
or any other securities exchangeable for or convertible into, or
carrying rights to acquire other shares of the Company, or enter
into any derivative transaction that has the economic effect of
such sale, transfer or disposition, whether settled in cash or
otherwise, save for the allotment and issue of Ordinary Shares
pursuant to the Placing and the PIA Acquisition, the grant and
exercise of options or the issue of Ordinary Shares pursuant to the
exercise of options or warrants, in each case pursuant to any
employee incentive share schemes.
By participating in the Placing, Placees agree that the exercise
by the Placing Parties or any power to grant consent to the
undertaking by the Company of a transaction which would otherwise
be subject to the lock-up provisions under the Placing Agreement
shall be within the discretion of the Placing Parties and that it
need not make any reference to, or consult with, Placees and that
it shall have no liability to Placees whatsoever in connection with
any such exercise of the power to grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares will, unless
otherwise agreed, take place on a delivery versus payment basis
within the system administered by Euroclear UK & Ireland
Limited ("CREST"). Each Placee will be deemed to agree that it will
do all things necessary to ensure that delivery and payment is
completed as directed by the relevant Placing Party in accordance
with the standing CREST settlement instructions which they have in
place with such Placing Party.
Settlement of transactions in the Placing Shares following
Admission will take place within CREST) provided that, subject to
certain exceptions, the Placing Parties reserve the right to
require settlement for, and delivery of, the Placing Shares (or a
portion thereof) to Placees by such other means that it deems
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.
It is expected that settlement of the Placing Shares will be on
2 November 2020 unless otherwise notified by the Placing Parties
and Admission is expected to occur by 2 November 2020 or such later
time as may be agreed between the Company and Shore Capital and N+1
Singer, not being later than the Long Stop Date.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a contract note or
electronic confirmation in accordance with the standing
arrangements in place with the relevant Placing Agent stating the
number of Placing Shares to be allocated to it at the Placing
Price, the aggregate amount owed by such Placee to the relevant
Placing Agent or its sub-agent and settlement instructions. Each
Placee will be deemed to agree that it will do all things necessary
to ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions that it
has in place with the relevant Placing Agent. It is expected that
such contract note or electronic confirmation will be despatched on
or around 29 October 2020 and that this will be the trade date.
The Company will deliver the Placing Shares to a CREST account
operated by the relevant Placing Agent (as appropriate) or their
respective sub-agent, in each case, as agent for and on behalf of
the Company and will enter its delivery (DEL) instruction into the
CREST system. The input to CREST by a Placee of a matching or
acceptance instruction will then allow delivery of the relevant
Placing Shares to that Placee against payment. It is expected that
settlement will be on 2 November 2020 on a T + 2 basis in
accordance with the instructions set out in the contract note.
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 LIBOR as
determined by the relevant Placing Agent.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Placing Agents may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the Placing Agents' account and
benefit (as agent for the Company), an amount equal to the
aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable and shall indemnify
the Placing Agents 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 the Placing Agents such
authorities and powers necessary to carry out any such sale and
agrees to ratify and confirm all actions which any of the Placing
Agents lawfully takes in pursuance of such sale. Legal and/or
beneficial title in and to any Placing Shares shall not pass to the
relevant Placee until it has fully complied with its obligations
hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that any 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. None of the Placing Agents nor the
Company will be liable in any circumstances for the payment of
stamp duty, stamp duty reserve tax or securities transfer tax in
connection with any of the Placing Shares. Placees will not be
entitled to receive any fee or commission in connection with the
Placing.
Representations, Warranties and Further Terms
By 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 Placing Agents (in their
capacity as placing agents of the Company) and the Company:
19. that it has read and understood this Announcement, including
this Appendix, in its entirety and that its subscription for or
purchase of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements, undertakings and other information contained herein and
undertakes not to redistribute or duplicate this Announcement;
20. that the shares in the capital of the Company are admitted
to trading on AIM, and the Company is therefore required to publish
the Exchange Information, which includes a description of the
nature of the Company's business and the Company's most recent
balance sheet and profit and loss account and that it is able to
obtain or access such Exchange 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;
21. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
22. that the exercise by the Placing Agents of any right or
discretion under the Placing Agreement shall be within the absolute
discretion of the Placing Agents and the Placing Agents need not
have any reference to it and shall have no liability to it
whatsoever in connection with any decision to exercise or not to
exercise any such right and each Placee agrees that it has no
rights against the Placing Agents or the Company, or any of their
respective officers, directors or employees, under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties Act)
1999;
23. that these terms and conditions (together with any Investor
Representation Letter, if applicable) represent the whole and only
agreement between it, the Placing Agents and the Company in
relation to its participation in the Placing and supersedes any
previous agreement between any of such parties in relation to such
participation. Accordingly, each Placee, in accepting its
participation in the Placing, is not relying on any information or
representation or warranty in relation to the Company or any of its
subsidiaries or any of the Placing Shares other than as contained
in this Announcement, the Exchange Information and the Publicly
Available Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares. Each Placee agrees that none of the Company, the Placing
Agents nor any of their respective officers, directors or employees
will have any liability for any such other information,
representation or warranty, express or implied;
24. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5 of the
Prospectus Regulation, (i) the Placing Shares to be acquired 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 any member state of the EEA which has
implemented the Prospectus Regulation other than Qualified
Investors or in circumstances in which the prior consent of the
Joint Bookrunners and the Company has been given to the offer or
resale; or (ii) where Placing Shares have been acquired by it on
behalf of persons in any member state of the EEA other than
Qualified Investors, the offer of those Placing Shares to it is not
treated under the Prospectus Regulation as having been made to such
persons;
25. that neither it nor, as the case may be, its clients expect
the Placing Agents to have any duties or responsibilities to such
persons similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book,
and that the Placing Agents are not acting for it or its clients,
and that the Placing Agents will not be responsible for providing
the protections afforded to customers of the Placing Agents or for
providing advice in respect of the transactions described
herein;
26. that it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and none of the Placing Agents nor the Company nor any of their respective Affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement or the Publicly Available Information; nor has it requested the Placing Agents, the Company or any of their respective Affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;
27. that the only information on which it is entitled to rely on
and on which it has relied in committing to subscribe for the
Placing Shares is contained in this Announcement and the Publicly
Available Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares and it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement and the Publicly Available Information;
28. that none of the Placing Agents nor the Company nor any of
their respective Affiliates, agents, directors, officers or
employees has made any representation or warranty to it, express or
implied, with respect to the Company, the Placing or the Placing
Shares or the accuracy, completeness or adequacy of this
Announcement or the Publicly Available Information;
29. that it and the person(s), if any, for whose account or
benefit it is subscribing for the Placing Shares is not subscribing
for and/or purchasing Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S;
30. that it and the person(s), if any, for whose account or
benefit it is subscribing for the Placing Shares was given and it
is not acquiring Placing Shares with a view to the offer, sale,
resale, transfer, delivery or distribution, directly or indirectly,
of any Placing Shares into the United States of America;
31. that it and the person(s), if any, for whose account or
benefit it is subscribing for Placing Shares is, and at the time it
subscribes for the Placing Shares will be either (a) outside the
United States of America and acquiring the Placing Shares in an
"offshore transaction" as defined in and pursuant to Regulation S;
or (b) if in the United States of America, a qualified
institutional buyer within the meaning of Rule 144A under the
Securities Act and will have duly executed an investor letter in a
form provided to it;
32. that it is not a national or resident of Canada, Australia,
New Zealand, the Republic of South Africa or Japan or a
corporation, partnership or other entity organised under the laws
of Canada, Australia, New Zealand, the Republic of South Africa or
Japan and that it will not offer, sell, renounce, transfer or
deliver, directly or indirectly, any of the Placing Shares in
Canada, Australia, New Zealand, the Republic of South Africa or
Japan or to or for the benefit of any person resident in Canada,
Australia, New Zealand, the Republic of South Africa or Japan and
each Placee acknowledges that the relevant exemptions are not being
obtained from the Securities Commission of any province of Canada,
that no document has been or will be lodged with, filed with or
registered by the Australian Securities and Investments Commission
or Japanese Ministry of Finance and that the Placing Shares are not
being offered for sale and may not be, directly or indirectly,
offered, sold, transferred or delivered in or into Canada,
Australia, New Zealand, the Republic South Africa or Japan;
33. that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
34. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Placing or the Placing Shares to any persons within the United
States of America;
35. that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein, failing
which the relevant Placing Shares may be placed with other
subscribers or sold as the Joint Bookrunners may in their
discretion determine and without liability to such Placee;
36. that it is entitled to subscribe for and/or purchase Placing
Shares under the laws of all relevant jurisdictions which apply to
it and that it has fully observed such laws and obtained all
governmental and other consents which may be required thereunder or
otherwise and complied with all necessary formalities and that it
has not taken any action which will or may result in the Company or
the Placing Agents or any of their respective directors, officers,
employees or agents acting in breach of any regulatory or legal
requirements of any territory in connection with the Placing or its
acceptance;
37. that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for and/or
purchase the Placing Shares and to perform its subscription and/or
purchase obligations;
38. that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account: (a) to acquire the Placing Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this Appendix and
this Announcement of which it forms part; and (c) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by the relevant Placing Agent;
39. that it is either: (a) a person of a kind described in
paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment
professionals) of the Order; or (b) a person of a kind described in
paragraph 2 of Article 49 (high net worth companies, unincorporated
associations, partnerships or trusts or their respective directors,
officers or employees) of the Order; or (c) a person to whom it is
otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it
for the purposes of its business;
40. that, unless otherwise agreed by the relevant Placing Agent,
it is a qualified investor (as defined in section 86(7) of the
Financial Services and Markets Act 2000, as amended ("FSMA"));
41. that, unless otherwise agreed by the relevant Placing Agent,
it is a "professional client" or an "eligible counterparty" within
the meaning of Chapter 3 of the FCA's Conduct of Business
Sourcebook and it is purchasing Placing Shares for investment only
and not with a view to resale or distribution;
42. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
43. that any money held in an account with the relevant Placing
Agent (or its nominees) on its behalf and/or any person acting on
its behalf will not be treated as client money within the meaning
of the rules and regulations of the FCA. Each Placee further
acknowledges that the money will not be subject to the protections
conferred by the FCA's client money rules. As a consequence, this
money will not be segregated from the relevant Placing Agent's (or
its nominee's) money in accordance with such client money rules and
will be used by the relevant Placing Agent in the course of its own
business and each Placee will rank only as a general creditor of
the Relevant Placing Agent;
44. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
ordinary shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
45. that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
46. that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing
for and/or purchasing under the Placing unless and until Admission
becomes effective;
47. that it appoints irrevocably any director of the relevant
Placing Agent as its agent for the purpose of executing and
delivering to the Company and/or its registrars any document on its
behalf necessary to enable it to be registered as the holder of the
Placing Shares;
48. that, as far as it is aware it is not acting in concert
(within the meaning given in The City Code on Takeovers and
Mergers) with any other person in relation to the Company, save as
previously disclosed to the Placing Agents;
49. that this Announcement does not constitute a securities
recommendation or financial product advice and that none of the
Placing Agents nor the Company has considered its particular
objectives, financial situation and needs;
50. that it has sufficient knowledge, sophistication and
experience in financial, business and investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares 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;
51. that it will indemnify and hold the Company and the Placing
Agents 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 further agrees that the Company
and the Placing Agents will rely on the truth and accuracy of the
confirmations, warranties, acknowledgements and undertakings herein
and, if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify the Placing Agents and
the Company. All confirmations, warranties, acknowledgements and
undertakings given by the Placee, pursuant to this Announcement
(including this Appendix) are given to both the Placing Agents and
the Company and will survive completion of the Placing and
Admission;
52. that time shall be of the essence as regards its obligations
pursuant to this Appendix;
53. that it is responsible for obtaining any legal, financial,
tax and other advice that 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 the Placing Agents to provide any legal, financial, tax
or other advice to it;
54. that all dates and times in this Announcement (including
this Appendix) may be subject to amendment and that the Placing
Agents shall notify it of such amendments;
55. that (i) it has complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA and the Market Abuse
Regulation, (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 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and (iii) it is not a person: (a) 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; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations (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, 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 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 the relevant Placing Agent such
evidence, if any, as to the identity or location or legal status of
any person which the relevant Placing Agent 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) in the
form and manner requested by the relevant Placing Agent on the
basis that any failure by it to do so may result in the number of
Placing Shares that are to be subscribed for and/or purchased by it
or at its direction pursuant to the Placing being reduced to such
number, or to nil, as the relevant Placing Agent may decide in its
absolute discretion;
56. that it will not make any offer to the public of those
Placing Shares to be subscribed for and/or purchased by it for the
purposes of the Prospectus Regulation Rules made by the FCA
pursuant to Prospectus Regulation Rules Instrument 2019 (FCA
2019/80);
57. that, in relation to any Placees located in Australia, it is
a "wholesale investor" being a sophisticated or experienced
investor meeting the criteria in sections 708(8) or (10) of the
Corporations Act 2001 (the "Corporations Act") or a "professional
investor" (as defined in the Corporations Act) or does not
otherwise require disclosure pursuant to one or more exemptions
contained in section 708 of the Corporations Act so that it is
lawful to offer the Placing Shares without disclosure to investors
under Chapter 6D of the Corporations Act;
58. that it is not acquiring the Placing Shares for the purposes
of selling or transferring them, or granting, issuing or
transferring interests in, or options or warrants over, them,
within Australia within the period of 12 months after the date of
allotment except in circumstances where disclosure to investors
under Chapter 6D of the Corporations Act would not be required
pursuant to an exemption under section 708 of the Corporations Act
or otherwise or where the offer is pursuant to a disclosure
document which complies with Chapter 6D of the Corporations
Act;
59. that, in relation to any Placees located in Switzerland, it
is a professional investor as defined under FINSA;
60. that, in relation to any Placee located in Israel, it is a
person who is listed in the first schedule of the Israeli
Securities Law - 1968;
61. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect of any Placing Shares; save that if
it is a private client stockbroker or fund manager it confirms that
in purchasing the Placing Shares it is acting under the terms of
one or more discretionary mandates granted to it by private clients
and it is not acting on an execution only basis or under specific
instructions to purchase the Placing Shares for the account of any
third party;
62. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or the Placing
Agents in any jurisdiction in which the relevant Placee is
incorporated or in which its assets are located or any of its
securities have a quotation on a recognised stock exchange;
63. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to the relevant Placing Agent;
64. that neither the Placing Agents nor the Company owe any
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement;
65. that the Placing Agents or any of their respective
Affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares;
66. that no prospectus, admission document or other offering
document has been or will be prepared in connection with the
Placing and it has not received and will not receive a prospectus,
admission document or other offering document in connection with
the Placing or the Placing Shares;
67. that if it has received any confidential price sensitive
information concerning the Company in advance of the publication of
this Announcement, it has not: (i) dealt in the securities of the
Company; (ii) encouraged, required, recommended or induced another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person, prior to such information being
made publicly available;
The Company, the Placing Agents and their respective Affiliates
will rely upon the truth and accuracy of each of the foregoing
representations, warranties, acknowledgements and undertakings
which are given to the Placing Agents (for their own benefit and,
where relevant, the benefit of any person acting on their behalf)
and are irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by the
Joint Bookrunners.
The agreement to settle a Placee's subscription and/or purchase
(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 any of the Placing Agents will be
responsible, and the Placee to whom (or on behalf of whom, or in
respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such 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 the Placing Agents in
the event that any of the Company and/or any of the Placing Agents
have 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 the Placing Agents 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 or purchase by
them of any Placing Shares or the agreement by them to subscribe
for or purchase any Placing Shares.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Placing Agents or by any of their respective Affiliates or agents
as to or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
No statement in the Placing Documents is intended to be a profit
forecast or estimate, and no statement in the Placing Documents
should be interpreted to mean that earnings per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings per share of the
Company.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM, a
market operated by the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, the Placing Documents.
Pursuant to the General Data Protection Regulation as
implemented in the UK by the Data Protection Act 2018 ("GDPR") the
Company and/or the Placing Agents may hold personal data (as
defined in the GDPR) relating to past and present shareholders.
Personal data may be retained on record for a period exceeding six
years after it is no longer used. The Company and/or the Placing
Agents will only process such information for the purposes set out
below (collectively, the "Purposes"), being to: (a) process its
personal data to the extent and in such manner as is necessary for
the performance of their obligations under the contractual
arrangements between them, including as required by or in
connection with its holding of Ordinary Shares, including
processing personal data in connection with credit and money
laundering checks on it; (b) communicate with it as necessary in
connection with its affairs and generally in connection with its
holding of Ordinary Shares; (c) provide personal data to such third
parties as the Company and/or the Placing Agents may consider
necessary in connection with its affairs and generally in
connection with its holding of Ordinary Shares or as the GDPR may
require, including to third parties outside the EEA; and (d)
without limitation, provide such personal data to their respective
affiliates for processing, notwithstanding that any such party may
be outside the EEA; and (e) process its personal data for the
Company's and/or each Placing Agent's internal administration.
By becoming registered as a holder of Placing Shares, each
Placee acknowledges and agrees that the processing by the Company
and/or the Placing Agents of any personal data relating to it in
the manner described above is undertaken for the purposes of: (a)
performance of the contractual arrangements between them; and (b)
to comply with applicable legal obligations. In providing the
Company and/or the Placing Agents with information, it hereby
represents and warrants to each of them that it has notified any
data subject of the processing of their personal data (including
the details set out above) by the Company and/or the Placing Agents
and their respective affiliates and group companies, in relation to
the holding of, and using, their personal data for the Purposes.
Any individual whose personal information is held or processed by a
data controller: (a) has the right to ask for a copy of their
personal information held; (b) to ask for any inaccuracies to be
corrected or for their personal information to be erased; (c)
object to the ways in which their information is used, and ask for
their information to stop being used or otherwise restricted; and
(d) ask for their personal information to be sent to them or to a
third party (as permitted by law). A data subject seeking to
enforce these rights should contact the relevant data controller.
Individuals also have the right to complain to the UK Information
Commissioner's Office about how their personal information has been
handled.
, the news service of the London Stock Exchange. RNS is approved by
the Financial Conduct Authority to act as a Primary Information
Provider in the United Kingdom. Terms and conditions relating to
the use and distribution of this information may apply. For further
information, please contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEFZMZGVRMGGZM
(END) Dow Jones Newswires
October 28, 2020 12:44 ET (16:44 GMT)
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