TIDMRBG
RNS Number : 0558P
Revolution Bars Group
05 June 2020
THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH
OF ANY APPLICABLE LAW OR REGULATION.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO 596/2014, AS AMED.
Capitalised terms used in this Announcement are defined within
the 'Definitions' section further below or within the text
itself.
For immediate release
REVOLUTION BARS GROUP PLC
Firm Placing and Placing and Open Offer to raise up to GBP15.0
million
Proposed Delisting and Admission to AIM
Revolution Bars Group plc, is a leading UK operator of 74
premium bars, trading under the 'Revolution' and 'Revolución de
Cuba' brands. It today announces its intention to raise gross
proceeds of up to GBP15.0 million by way of a Firm Placing and a
Placing and Open Offer at 20 pence per New Ordinary Share. The
proceeds of the Fundraising will be used by the Group to achieve an
appropriate level of indebtedness and emerge from the COVID-19
pandemic in a position of strength.
The Fundraising is conditional upon, inter alia, Shareholder
approval and the proposed cancellation of the admission of the
Company's Ordinary Shares to listing on the FCA's Official List and
to trading on the London Stock Exchange's Main Market and the
Company's Enlarged Issued Share Capital being admitted to trading
on AIM.
finnCap Ltd ("finnCap") is acting as Nominated Adviser in
relation to the AIM Admission, and finnCap and Peel Hunt LLP ("Peel
Hunt") are acting as joint brokers in relation to the Firm Placing
and the Placing and Open Offer.
Overview of the Fundraising
-- To ensure the Group is well-placed to grow the business and
recover shareholder value once its bars reopen, the Company is
seeking to raise up to GBP15.0 million in order to reduce the
Group's financial gearing, to recommence its estate refurbishment
programme and to take advantage of growth opportunities post
COVID-19.
-- Up to GBP9.0 million will be raised through the Firm Placing
of up to 45,000,000 New Ordinary Shares at the Issue Price of 20
pence per New Ordinary Share.
-- Up to a further GBP6.0 million will be raised through the
Placing of up to 30,017,495 New Ordinary Shares at the Issue Price
subject to clawback to satisfy valid applications under the Open
Offer.
-- The Issue Price represents a discount of approximately 42.0
per cent. to the closing price of an Ordinary Share on 4 June 2020,
being the latest practicable date prior to this announcement, and a
discount of approximately 23.9 per cent. to the volume weighted
average price of an Ordinary Share for the 30 day period to 4 June
2020.
-- The Board intends to invest, in aggregate, GBP132,000 in the Fundraising.
-- The Firm Placing and the Placing will be conducted by finnCap
and Peel Hunt through an accelerated bookbuilding process (the
"Bookbuild") which will be launched immediately following this
announcement.
-- The final number of New Ordinary Shares issued in the Firm
Placing and the Placing will be agreed by finnCap, Peel Hunt and
the Company at the close of the Bookbuild, and the result will be
announced as soon as practicable thereafter.
-- The timing for the close of the Bookbuild and the allocation
of the Firm Placing and the Placing shall be determined together by
finnCap, Peel Hunt and the Company. The Fundraising is not
underwritten.
-- The Firm Placing and the Placing are subject to the terms and
conditions set out in the Appendix to this announcement (which
forms part of this announcement, such announcement and its appendix
together being this "Announcement").
-- Completion of the Fundraising will be conditional upon, inter
alia, the approval by Shareholders of the resolutions to be
proposed at a General Meeting of the Company currently expected to
be convened and held on 26 June 2020 and AIM Admission occurring,
which is currently anticipated to occur on 27 July 2020.
-- The Company expects to send a circular to Shareholders (the
"Circular") in connection with the Fundraising following the
successful closure of the Bookbuild, in order to convene the
General Meeting. Full details of the Open Offer will also be
included in the Circular.
Rationale for the Fundraising
Prior to the onset of the COVID-19 pandemic, the Group was
demonstrating signs that the turnaround strategy put in place by
the Board was successful, with the Group achieving growth in both
like-for-like sales and Adjusted EBITDA and making significant
progress on debt reduction.
Since the announcement made by the UK Government on 20 March
2020 requiring the closure of all bars, pubs and restaurants in the
UK, the Group has taken significant actions to mitigate the impact
of the closure of its bars and to preserve cash including the Board
voluntarily reducing their salaries by 50 per cent. These measures
have reduced the Group's weekly running costs to approximately
GBP0.4 million.
On 26 May 2020, the Group announced that its lender, NatWest,
had increased the Group's total debt facilities to GBP37.5 million,
amortising by GBP2.0 million per annum such that GBP35.5 million
would be available at the end of June 2021, and GBP33.5 million at
the end of June 2022, providing the Company with sufficient
liquidity headroom, even on the Group's downside case scenario. As
at 26 May 2020, the Group's net debt was GBP22.0 million.
As set out previously, the Board continues to monitor the
Company's current and forecast financial position. The Board
believes the Fundraising will enable the Group to achieve an
appropriate level of indebtedness and emerge from the COVID-19
pandemic in a position of strength. The net proceeds of the
Fundraising will be used primarily to reduce the Group's financial
gearing.
The Company has agreed that, conditional on the completion of
the Fundraising, the Revised Facilities will step-down by GBP7.5
million on 31 March 2021. The GBP2.0 million per annum amortisation
of the Revised Facilities will continue to apply, which means the
Group will have available facilities of GBP28.0 million at the end
of June 2021 and GBP26.0 million at the end of June 2022. The Group
is targeting a reduction in its net debt (as at June 2022) to 0.9x
EBITDA for the financial period ending June 2022, based upon its
base case scenario and the Company raising GBP15.0 million pursuant
to the Fundraising. If the Fundraising does not complete, the
aggregate amount available pursuant to the Revised Facilities will
be as announced on 26 May 2020 (as stated above) i.e. GBP35.5
million would be available at the end of June 2021 and GBP33.5
million at the end of June 2022.
In the event that the restrictions on trading related to the
COVID-19 pandemic are lifted and the Group is able to reopen its
portfolio of bars earlier than anticipated by the Group's downside
case trading scenario, the Board also expects to re-commence the
Group's estate refurbishment programme and be in a good position to
take advantage of growth opportunities post-COVID-19 .
Proposed Move to AIM
-- In addition, and in conjunction with the Fundraising, the
Company also announces proposals to cancel the admission of the
Company's Ordinary Shares to listing on the FCA's Official List
(premium segment) and to trading on the London Stock Exchange's
main market for listed securities and its intention to apply for
admission of its existing issued Ordinary Shares and the New
Ordinary Shares to trading on AIM.
-- The move to AIM enables quicker and cheaper fundraisings and
is a more appropriate listing venue for the Company in the long
term.
-- The proposed Delisting and AIM Admission will take effect
simultaneously, utilising the AIM Designated Market Route.
-- Completion of the Fundraising will be conditional, inter alia, on AIM Admission.
For further information, please contact:
Revolution Bars Group plc Tel: 0161 330 3876
Rob Pitcher, CEO
Mike Foster, CFO
finnCap, Joint Broker Tel: 020 7220 0500
Matt Goode / Simon Hicks / Teddy Whiley (Corporate
Finance)
Tim Redfern / Richard Chambers (ECM)
Peel Hunt, Joint Broker Tel: 020 7418 8900
George Sellar / Andrew Clark (Corporate Finance)
Al Rae / Sohail Akbar (ECM)
Instinctif (Financial PR) Tel: 07831 379122
Matt Smallwood
Jack Devoy
The person responsible for arranging release of this
announcement on behalf of Revolution Bars Group plc is Mike Foster,
Chief Financial Officer.
IMPORTANT NOTICES
This Announcement includes "forward looking statements" which
include all statements other than statements of historical facts,
including, without limitation, those regarding the Group's
financial position, 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 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. These forward looking statements
speak
only as at the date of this Announcement. Except as required by
the FCA, the London Stock Exchange or applicable law (including as
may be required by the Listing Rules, the Prospectus Regulation,
the Prospectus Rules, MAR and the Disclosure Guidance and
Transparency Rules), the Company expressly disclaims any obligation
or undertaking to disseminate or release publicly any updates or
revisions to any forward looking statements contained in this
Announcement 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.
finnCap Ltd ("finnCap"), which is authorised and regulated in
the UK by the Financial Conduct Authority, is acting exclusively
for the Company and for no one else in relation to the matters
described in this Announcement and will not regard any other person
as a client of finnCap in relation to the matters described in this
Announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of
finnCap nor for advising any other person on the contents of this
Announcement or any transaction or arrangement referred to
herein.
Peel Hunt LLP ("Peel Hunt") which is authorised and regulated in
the UK by the Financial Conduct Authority, is acting exclusively
for the Company and for no one else in relation to the matters
described in this Announcement and will not regard any other person
as a client of Peel Hunt in relation to the matters described in
this Announcement and will not be responsible to anyone other than
the Company for providing the protections afforded to clients of
Peel Hunt nor for advising any other person on the contents of this
Announcement or any transaction or arrangement referred to
herein.
Apart from the responsibilities and liabilities, if any, which
may be imposed on finnCap or Peel Hunt under FSMA or the regulatory
regime established thereunder, neither of finnCap or Peel Hunt nor
any of their respective affiliates accepts any responsibility
whatsoever or makes any representation or warranty, express or
implied, concerning the contents of this Announcement, including
its accuracy, completeness or verification, or concerning any other
statement made or purported to be made by any of them, or on behalf
of them in connection with the Company or any of the matters
described in this Announcement and nothing in this Announcement is
or shall be relied upon as a promise or representation in this
respect, whether as to the past or future. Subject to applicable
law, each of finnCap and Peel Hunt and their respective affiliates
accordingly disclaim all and any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise (save as referred to above)) which
any of them might otherwise have in respect of this Announcement or
any statement purported to be made by them, or on their behalf, in
connection with the Company, or the matters described in this
Announcement.
MARKET ABUSE REGULATION
Market soundings, as defined in MAR, were taken in respect of
the Fundraising, with the result that certain persons became aware
of inside information, as permitted by MAR. That inside information
is set out in this announcement and has been disclosed as soon as
possible in accordance with paragraph 7 of article 17 of MAR.
Therefore, those persons that received inside information in a
market sounding are no longer in possession of inside information
relating to the Company and its securities
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "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 New Ordinary Shares the subject of the Firm Placing and the
Placing and Open Offer have been subject to a product approval
process, which has determined that such securities are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should
note that: the price of such securities may decline and investors
could lose all or part of their investment; such securities offer
no guaranteed income and no capital protection; and an investment
in such securities is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Firm Placing and
the Placing and Open Offer. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, the Brokers 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 such securities.
Each distributor is responsible for undertaking its own target
market assessment in respect of such securities and determining
appropriate distribution channels.
The Appendix to his Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Firm Placing
and the Placing. Persons who choose to participate in the Firm
Placing and the Placing by making an oral or written offer to
subscribe for New Ordinary Shares, will be deemed to have read and
understood this Announcement in its entirety (including the
Appendix) and to be making such offer on the terms and subject to
the conditions herein, and to be providing the representations,
warranties, agreements, acknowledgements and undertakings contained
in the Appendix.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for Open Offer 4 June 2020
Announcement of the proposed Firm Placing, 5 June 2020
Placing and Open Offer, Delisting and Transfer
to AIM
Posting of the Circular and the Forms of Proxy 9 June 2020
Ex-entitlement date for Open Offer 7:00 a.m. on 9 June
2020
Open Offer Entitlements credited to CREST 8:00 a.m. on 10
accounts June 2020
Recommended latest time and date for depositing 3:00 p.m. on 18
Open Offer Entitlements into CREST June 2020
Recommended latest time and date for requesting 4:30 p.m. on 19
withdrawal of Open Offer Entitlements from June 2020
CREST
Latest time and date for splitting Application 3:00 p.m. on 23
Forms (to satisfy bona fide market claims June 2020
only)
Latest time and date for receipt of CREST 10:00 a.m. on 24
proxy instructions and registration of online June 2020
votes from Shareholders for General Meeting
Latest time and date for receipt of completed 11:00 a.m. on 25
Application Forms and payment in full under June 2020
the Open Offer
Announcement of result of the Open Offer 25 June 2020
General Meeting 10:00 a.m. on 26
June 2020
Publication of Schedule One Announcement 26 June 2020
Pre-cancellation notice period 29 June -24 July
2020
Trade Date in respect of the Placing 23 July 2020
Cancellation of Official Listing 27 July 2020
Settlement Date in respect of the Firm Placing 27 July 2020
and the Placing
Despatch of share certificates for Open Offer 15 August 2020
Shares by
Further details of the Firm Placing and the Placing and Open
Offer, the Proposed Delisting and AIM Admission
Introduction
The Company is proposing to raise gross proceeds of up to
GBP15.0 million by way of a Firm Placing and a Placing and Open
Offer at 20 pence per New Ordinary Share. The net proceeds of the
Fundraising will be used by the Group to achieve an appropriate
level of indebtedness and emerge from the COVID-19 pandemic in a
position of strength.
Background to and Reasons for the Fundraising
Prior to the onset of the COVID-19 pandemic, the Group was
demonstrating signs that the turnaround strategy put in place by
the Board was successful, with the Group achieving growth in both
like-for-like sales and Adjusted EBITDA and making significant
progress on debt reduction.
Following the escalation of the COVID-19 pandemic in the UK, on
18 March 2020, the Company announced that recent trading had been
impacted by the COVID-19 pandemic and its wider effects. Shortly
thereafter, on 20 March 2020, the UK Government announced the
closure of all bars, pubs and restaurants due to the COVID-19
pandemic. From this date, the Group was forced to suspend the
trading of its entire portfolio of 74 bars.
Since then, the Group has taken a range of actions to mitigate
the impact of the closures and preserve cash. As announced on 14
April 2020, these include:
-- the furloughing of approximately 98.5 per cent. of the
Group's workforce through accessing the UK Government's Coronavirus
Job Retention Scheme, enabling retention of employment for these
employees whilst delivering a considerable payroll saving;
-- the reduction in Board salaries by 50 per cent. as well as
implementation of 20 per cent. salary reductions across other
senior employees remaining in work;
-- the 12-month government-backed business rate relief;
-- the deferral of PAYE payments in February, March and April 2020;
-- the deferral of VAT payments in March and April 2020;
-- assistance from major suppliers to suspend contracts and/or
extend credit and payment terms, and delaying payments to other
suppliers;
-- ongoing negotiations with landlords regarding rent relief
(following withholding of rent due for the March quarter on all
sites) with waivers of that rent subsequently agreed with a small
number of landlords;
-- the renegotiation of the Aprirose lease surrender transaction
and the partial deferral of completion payments; and
-- the pausing of all capital expenditure.
These measures have reduced the Group's weekly running costs to
approximately GBP0.4 million. The Board also stated that it would
continue to monitor the Group's funding requirements and its
financial flexibility to support the business through this
challenging time, and that the Board would explore all funding
options available to it.
As announced on 26 May 2020, NatWest agreed, subject to final
documentation, to increase the Group's overall debt facilities to
GBP37.5 million. The Revised Facilities are being provided on
normal commercial terms. As part of the Revised Facilities, NatWest
also agreed to amend the Group's financial covenants to be based
solely on cash headroom, set at a level based on the Group's
downside case trading scenario. If the Fundraising does not
complete, the aggregate amount available pursuant to the Revised
Facilities will reduce to GBP35.5 million by the end of June 2021,
and to GBP33.5 million by the end of June 2022.
However, the Board is cognisant of the capital structure of the
Group and aims to ensure the Group is well-placed to grow the
business and recover shareholder value once its bars reopen. Whilst
the Board is confident that the Revised Facilities provide the
Group with sufficient liquidity for the foreseeable future, it has
decided to implement the Fundraising primarily to reduce the
Group's financial gearing to a more appropriate level. The
Directors have agreed that a successful Fundraising will result in
a reduction of the Revised Facilities by GBP7.5 million on 31 March
2021 and this, together with the annual amortisation of GBP2.0
million, will result in available facilities of GBP28.0 million at
the end of June 2021 and GBP26.0 million at the end of June 2022.
The Group is targeting a reduction in the Group's net debt (as at
June 2022) to 0.9x EBITDA for the financial period ending June
2022, based on the Company raising GBP15.0 million pursuant to the
Fundraising.
In the event that the restrictions on trading related to the
COVID-19 pandemic are lifted and the Group is able to reopen its
portfolio of bars earlier than anticipated by the Group's downside
case scenario, the Board also expects to resume its program of
venue refurbishments, and to be in a good position to potentially
take advantage of growth opportunities post-COVID-19, which could
include the acquisition of new sites at a time when the Board
believes acquisition prices will be depressed.
Should the restrictions on trading related to the COVID-19
pandemic be consistent with the Group's downside case scenario, the
Board will be limited in its capacity to resume its programme of
venue refurbishments or take advantage of growth opportunities
post-COVID-19 until such point as the Group has generated
sufficient operating cashflow.
The UK Government's current guidance is that pubs and bars will
be closed until at least 4 July 2020. Based upon this guidance, the
Board have assumed in their 'base case' scenario that the Group
will be able to reopen its estate in August 2020. Once its bars
reopen, the Group will benefit from a working capital inflow in
that it receives monies from its customers before having to pay its
suppliers.
The Group will make some changes to its operating model,
assuming current social distancing, and anticipates a gradual
recovery in customer numbers. The base case scenario assumes that
the Group will deliver sales in August 2020 at approximately 55 per
cent. of the prior year comparable period with only marginal
improvement in September 2020 and October 2020. However, it is
expected that social distancing restrictions will have been relaxed
by November 2020 at which point sales will increase to 80 per cent.
of the prior year comparable period with a further improvement to
90 per cent. of the prior year comparable period by December 2020
with a further gradual improvement to 100 per cent. of the
comparable period by June 2021.
The Board has also considered a downside case scenario, which
assumes that the Group will be not be able to reopen its estate
until November 2020. This downside case scenario assumes that the
Group will deliver sales in November 2020 at approximately 75 per
cent. of the prior year comparable period, as the Group expects
social distancing measures to be significantly reduced by this
time. The downside case scenario also assumes sales will move to 90
per cent. of the prior year comparable period by January 2021 with
a further gradual improvement to 100 per cent. of the comparable
period by June 2021.
Details of the Fundraising
The Directors have given careful consideration as to the
structure of the proposed Fundraising and have concluded that the
Firm Placing and the Placing and Open Offer is the most suitable
option available to the Company and its Shareholders at this time.
The Board is grateful for the continuing support received from all
Shareholders, and accordingly wishes to offer all Shareholders the
opportunity to participate in the Fundraising via the Open
Offer.
Through the Firm Placing, Placees will be sought by finnCap and
Peel Hunt for up to 45,000,000 New Ordinary Shares to be issued at
the Issue Price to raise gross proceeds of up to GBP9.0 million. Up
to 30,017,495 New Ordinary Shares will be offered to Qualifying
Shareholders under the Open Offer at the Issue Price to raise gross
proceeds of up to GBP6.0 million (assuming full take up under the
Open Offer) but the Brokers will seek Placees for such New Ordinary
Shares subject to claw back to satisfy Open Offer Entitlements
taken up by Qualifying Shareholders under the Open Offer.
The Issue Price represents a discount of approximately 42.0 per
cent. to the Closing Price on the Latest Practicable Date and a
discount of approximately 23.9 per cent. to the volume weighted
average price of 24.8 pence per Ordinary Share for the 30 day
period to 4 June 2020.
The New Ordinary Shares to be issued pursuant to the Fundraising
will represent, in aggregate, approximately 60.0 per cent. of the
Enlarged Share Capital.
The allotment and issue of the New Ordinary Shares will be
conditional, inter alia, on the approval by Shareholders of certain
resolutions which will be set out in a Notice of General Meeting
contained within a Circular, to be sent to Shareholders in due
course. and which are required for the Directors to allot the New
Ordinary Shares and for statutory pre-emption rights to be
disapplied in respect of such allotments.
It is expected that the Fundraising proceeds will be received by
the Company following Admission to AIM on 27 July 2020.
Principal Terms of the Firm Placing and the Placing
finnCap and Peel Hunt, as agents for the Company, have agreed to
procure Placees by way of the Bookbuild on the terms of the Placing
Agreement. Placees will apply to subscribe for the Firm Placing
Shares and the Open Offer Shares allocated pursuant to the Placing
on the basis of the Terms and Conditions of the Firm Placing and
the Placing set out in the Appendix to this Announcement.
Neither the Firm Placing nor the Placing is being underwritten.
The Open Offer Shares have been placed (subject to clawback) but
they have also not been underwritten.
The Open Offer Shares allocated pursuant to the Placing are
subject to clawback to satisfy Open Offer Entitlements taken up by
Qualifying Shareholders under the Open Offer. The Firm Placing
Shares are not subject to any clawback under the Open Offer.
Principal terms of the Open Offer
The Directors consider it important that Qualifying Shareholders
have the opportunity to participate in the Fundraising and the
Directors have concluded that the Open Offer is the most suitable
option available to the Company and its Shareholders.
The Open Offer will provide an opportunity for all Qualifying
Shareholders to participate in the Fundraising by both subscribing
for their respective Basic Entitlements and by subscribing for
Excess Shares under the Excess Application Facility, subject to
availability.
The Open Offer will be conditional on the Firm Placing and the
Placing and will not be implemented independently if for any reason
the Firm Placing and/or the Placing lapses. Following the close of
the subscription period under the Open Offer, any Open Offer Shares
not subscribed for by Qualifying Shareholders will be allocated by
the Company to Placees pursuant to the Placing.
Basic Entitlement
Qualifying Shareholders will be invited, subject to the terms
and conditions of the Open Offer, to apply for any number of Open
Offer Shares (subject to the limit on the number of Excess Shares
that can be applied for using the Excess Application Facility) at
the Issue Price. Qualifying Shareholders will have a Basic
Entitlement of:
3 Open Offer Shares for every 5 Existing Ordinary Shares
registered in the name of the relevant Qualifying Shareholder on
the Record Date.
Basic Entitlements under the Open Offer will be rounded down to
the nearest whole number and any fractional entitlements to Open
Offer Shares will be disregarded in calculating Basic Entitlements
and will be aggregated and made available to Qualifying
Shareholders under the Excess Application Facility.
The aggregate number of Open Offer Shares to be made available
for subscription pursuant to the Open Offer is 30,017,495 New
Ordinary Shares.
Allocations under the Open Offer
In the event that valid acceptances are not received in respect
of all of the Open Offer Shares under the Open Offer, unallocated
Open Offer Shares will be allotted to Qualifying Shareholders to
meet any valid applications under the Excess Application Facility
provided always that no Qualifying Shareholder shall be entitled to
receive in excess of such number of Open Offer Shares as would
bring their aggregate interest in the Company to more than the 29.9
per cent. Aggregate Limit.
Excess Application Facility
Subject to availability and assuming that Qualifying
Shareholders have accepted their Basic Entitlement in full, the
Excess Application Facility will enable Qualifying Shareholders to
apply for any whole number of Excess Shares in addition to their
Basic Entitlement up to an amount equal to the total number of Open
Offer Shares available under the Open Offer less an amount equal to
a Qualifying Shareholder's Basic Entitlement, subject always to the
29.9 per cent. Aggregate Limit.
Excess Applications may be allocated in such manner as the
Directors (in consultation with finnCap and Peel Hunt) may
determine, in their absolute discretion, and no assurance can be
given that applications by Qualifying Shareholders under the Excess
Application Facility will be met in full or in part or at all.
Conditionality
The Fundraising is conditional on, inter alia, the
following:
-- the passing (without amendment) at the General Meeting of the
resolutions required to complete the Firm Placing and the Placing
and Open Offer and the Delisting;
-- the Delisting and the London Stock Exchange agreeing to admit
the Existing Ordinary Shares and (subject only to allotment) the
New Ordinary Shares to trading on AIM;
-- the Placing Agreement becoming unconditional in all respects
(save for the condition relating to AIM Admission) and not having
been terminated in accordance with its terms prior to AIM
Admission; and
-- AIM Admission taking place by not later than 8.00 a.m. on 27
July 2020 (or such later date as finnCap and Peel Hunt may agree as
the date for AIM Admission, but in any event not later than 8.00
a.m. on 10 August 2020).
If the conditions set out above are not satisfied or waived
(where capable of waiver):
-- the Firm Placing and the Placing and Open Offer will lapse;
-- the New Ordinary Shares will not be issued and all monies
received from the Placees in respect of the New Ordinary Shares
will be returned to the Placees (at the Placees' risk and without
interest) as soon as possible thereafter; and
-- any Basic Entitlements and Excess CREST Open Offer
Entitlements admitted to CREST will, after that time and date, be
disabled and application monies under the Open Offer will be
refunded to the applicants, by cheque (at the applicant's risk) in
the case of Qualifying Non-CREST Shareholders and by way of a CREST
payment in the case of Qualifying CREST Shareholders, without
interest, as soon as practicable thereafter.
Application for AIM Admission
Application will be made to the London Stock Exchange for the
Enlarged Share Capital to be admitted to trading on AIM. AIM
Admission is expected to take place, and dealings on AIM are
expected to commence, at 8.00 a.m. on 27 July 2020 (or such later
time and/or date as may be agreed between the Company, finnCap and
Peel Hunt, being no later than 8.00 a.m. on 10 August 2020). No
temporary document of title will be issued.
The New Ordinary Shares will be issued free of all liens,
charges and encumbrances and will, following AIM Admission, rank
pari passu in all respects with the Existing Ordinary Shares in
issue at the date of the Circular to be sent to Shareholders and
will carry the right to receive all dividends and distributions
declared, made or paid on or in respect of the Ordinary Shares
after AIM Admission.
Placing Agreement
Pursuant to the terms of the Placing Agreement, finnCap and Peel
Hunt, as joint brokers for the Company, have agreed to use their
reasonable endeavours to procure subscribers for the New Ordinary
Shares.
The Placing Agreement is conditional upon, among other things,
the conditions set out above and none of the warranties or
undertakings given to finnCap and Peel Hunt prior to AIM Admission
being or becoming untrue, inaccurate or misleading.
The Placing Agreement contains customary warranties given by the
Company in favour of finnCap and Peel Hunt in relation to, among
other things, the accuracy of the information in this Announcement
and the Circular and other matters relating to the Group and its
business.
In addition, the Company has agreed to indemnify finnCap (and
its affiliates) and Peel Hunt (and its affiliates) in relation to
certain liabilities which they may incur in respect of the Firm
Placing and the Placing and Open Offer.
Each of finnCap and Peel Hunt has the right to terminate the
Placing Agreement in certain circumstances prior to Admission. In
particular, in the event of breach of the warranties or a material
adverse change or if the Placing Agreement does not become
unconditional.
Use of Proceeds
The net proceeds of the Fundraising are expected to be
approximately GBP13.8 million. It is proposed that GBP7.5 million
of the net proceeds are to be used to part repay the Revised
Facilities, with the balancing GBP6.3 million to be used to further
reduce the Group's financial gearing. I n the event that the
restrictions on Group trading related to the COVID-19 pandemic are
lifted and the Group is able to reopen its portfolio of bars
earlier than anticipated by the Group's downside case scenario, the
Board also expects to resume its program of venue refurbishments to
deliver better returns, and be in a good position to take advantage
of growth opportunities post-COVID-19. These could include the
acquisition of new sites at a time when the Board believes
acquisition prices will be depressed.
Effect of the Fundraising
Upon completion of the Fundraising, the New Ordinary Shares will
represent up to approximately 60.0 per cent. of the Enlarged Share
Capital.
Dilutive Impact of the Fundraising
The proposed issue of the New Ordinary Shares pursuant to the
Fundraising will dilute existing shareholdings of Shareholders.
Qualifying Shareholders will be able to reduce the extent of this
dilution by applying for Open Offer Shares under the Open
Offer.
The maximum dilution which a Shareholder will be subject to if
he/she does not participate in the Open Offer, as a result of
completion of the Fundraising, is 60.0 per cent.
Background to and Reasons for the Delisting and AIM
Admission
The Board has carefully considered whether the continued
admission of its Ordinary Shares to listing the premium segment of
the Official List and to trading of its Ordinary Shares on the Main
Market is in the best interests of Shareholders. As a result of its
consideration, the Board is proposing that the Company should move
to AIM and for the following reasons believes it is in the best
interests of the Company and its Shareholders as whole:
-- AIM will offer greater flexibility with regard to corporate
transactions and should therefore enable the Company to agree and
execute certain transactions more quickly and cost effectively than
a company on the Official List. AIM will also provide the Company
with continuing access to the public equity capital markets should
it be appropriate to obtain equity funding in the future. Should
such opportunities or initiatives arise or become relevant to the
Group, they could entail significant additional complexity and
larger transaction costs if the Company were to remain on the
Official List;
-- AIM, which is operated and regulated by the London Stock
Exchange, has an established reputation with investors and analysts
and is an internationally recognised market. It was launched in
June 1995 as the London Stock Exchange's market specifically
designed for smaller companies, with a more flexible regulatory
regime. For smaller companies, such as the Company, AIM provides a
more suitable market and environment that should simplify the
ongoing administrative and regulatory requirements of the
Company;
-- companies whose shares trade on AIM are deemed to be unlisted
for the purposes of certain areas of UK taxation. Following the
move to AIM, individuals who hold Ordinary Shares may, be eligible
for relief from inheritance tax under the business property relief
provisions. Given the make-up of the Company's register of members
includes individual shareholder, the Board believes that this
potential relief may be attractive for individuals who are
Shareholders. Shareholders and prospective investors should consult
their own professional advisers on whether an investment in an AIM
security is suitable for them, or whether the inheritance tax
benefit referred to above is available to them;
-- the Company should continue to appeal to specialist
institutional investors following the move to AIM (such as funds
investing in AIM companies that qualify for IHT Business Property
Relief) and, in light of the possible tax benefits mentioned above,
the Directors hope that being admitted to AIM will make the
Company's shares more attractive to certain retail investors. Since
5 August 2013 shares traded on AIM can be held in ISAs; and
-- as stamp duty is not payable on the transfer of shares that
are traded on AIM and not listed on any other market this may help
increase liquidity in the trading of the Company's Ordinary
Shares.
Potential Benefits of the Delisting and AIM Admission
AIM is a market operated by the London Stock Exchange. It has an
established reputation with investors and is an internationally
recognised market. It was launched specifically for smaller
companies, with a more suitable regulatory regime.
The Board believes that AIM is a market and environment which is
more suited to the Company's current size and strategy. The
Company's strategy is to focus on premium drinks and food-led
offerings, typically trading from late morning through into late
evening. The Company will continue to:
-- build guest loyalty;
-- drive sustained profit improvement;
-- develop the estate;
whilst investing in its team, the brands and guest experience,
and the core estate.
The Board believes that admission to AIM will provide an
environment more suited to pursue this strategy, which can assist
the Company in developing its business through organic growth and
potentially through acquisition. The Company's administrative and
regulatory requirements will be simplified following AIM Admission,
which the Board believes will enable the Company to more
efficiently execute strategic transactions, should they arise.
In particular, the Board believes that transactions for
companies admitted to AIM can be executed more rapidly with lower
transactional costs when compared to the requirements of companies
with shares listed on the premium segment of the Official List,
enabling more efficient implementation of the Company's strategy.
The Board believes that this increased flexibility has the
potential to be beneficial to the Company and its Shareholders.
The Board believes that, following its transfer to AIM, the
Company will continue to be attractive to specialist institutional
investors, and that the AIM tax regime, referred to above, may make
the Company attractive to AIM specific funds and certain retail
investors.
Details of the Delisting and Admission
In order to effect the Delisting and AIM Admission, the Company
will require, inter alia, that an appropriate resolution is passed
by Shareholders at a General Meeting. Such resolution will
authorise the Board to cancel the admission of the Company's
Ordinary Shares to listing on the Official List and to trading on
the Main Market and to apply for AIM Admission in respect of the
Company's issued and to be issued Ordinary Shares.
Conditional on the resolutions relating to the Fundraising and
the Delisting having been approved by Shareholders at the General
Meeting, the Company will apply to cancel the admission of the
Company's Ordinary Shares to listing on the Official List and to
trading on the Main Market and give 20 Business Days' notice to the
London Stock Exchange of its intention to seek AIM Admission under
AIM's streamlined admission process for companies that have had
their securities traded on an 'AIM Designated Market' (which
includes the Official List).
It is currently anticipated that:
a) the last day of dealing in the Company's Ordinary Shares on
the Main Market will be 24 July 2020;
b) cancellation of the listing of Company's Ordinary Shares on
the Official List will take effect at 8.00 a.m. on 27 July 2020,
being not less than 20 Business Days from the date of the General
Meeting; and
c) AIM Admission will take place, and trading in the Company's
Ordinary Shares will commence on AIM, at 8.00 a.m. on 27 July
2020.
As the Company's Ordinary Shares have been listed on the premium
segment of the Official List for more than 18 months, the AIM Rules
for Companies do not require an admission document to be published
by the Company in connection with the Company's AIM Admission.
However, subject to the passing of the resolutions relating to the
Fundraising and the Delisting at the General Meeting, the Company
will, following the General Meeting, publish an announcement which
complies with the requirements of Schedule One to the AIM Rules for
Companies comprising information required to be disclosed by
companies transferring their securities from the Official List
(being an 'AIM Designated Market') to AIM.
Although the Company intends to seek AIM Admission in respect of
its Ordinary Shares, there can be no guarantee that the Company
will be successful in achieving AIM Admission in respect of its
Ordinary Shares.
This Announcement should be read in its entirety.
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
" 29.9 per cent. Aggregate Limit " a restriction on any Shareholder acquiring any New Ordinary Shares
pursuant to the Firm Placing
and/or the Placing and Open Offer which would, when aggregated with any
existing interests
in shares held by such Shareholder, result in such Shareholder holding
an interest in shares
which (taken together with shares in which persons acting in concert
with him are interested)
carry 30 per cent. or more of the voting rights of the Company
"AIM" AIM, the market of that name operated by the London Stock Exchange
"AIM Admission" the admission of the Enlarged Share Capital to trading on AIM becoming
effective in accordance
with the AIM Rules for Companies
"AIM Rules for Companies" the 'AIM Rules for Companies' published by the London Stock Exchange
from time to time
"Announcement" this announcement issued by the Company dated 5 June 2020 announcing the
Firm Placing, the
Placing and Open Offer, the Delisting and AIM Admission
"Appendix" the appendix to the Announcement setting out the terms and conditions of
the Firm Placing
and the Placing
"Application Form" the application form which is to accompany the Circular to be used by
Qualifying Non-CREST
Shareholders in connection with the Open Offer
"Basic Entitlement" the Open Offer Shares for which a Qualifying Shareholder is entitled to
subscribe under the
Open Offer calculated on the basis of 3 Open Offer Shares for every 5
Existing Ordinary Shares
held by that Qualifying Shareholder as at the Record Date
"Board" or "Directors" the board of directors of the Company from time to time
"Bookbuild" the accelerated bookbuilding process which will be launched immediately
following this announcement
"Brokers" finnCap and Peel Hunt, the brokers to the Firm Placing and the Placing
"Business Day" a day (other than Saturday, Sunday or a public holiday) on which banks
are generally open
for business in the City of London for the transaction of normal banking
business
"certificated" or "in certificated form" a share or other security not held in uncertificated form (i.e. not in
CREST)
"Circular" the circular to be posted to shareholders of the Company shortly in
relation to the Fundraising
and the proposed Delisting and AIM Admission
"Closing Price" the closing mid-market price of an Ordinary Share as derived from the
London Stock Exchange's
Daily Official List
"CLBILS" the UK Government's Coronavirus Large Business Interruption Loan Scheme
"Company" or "Revolution" Revolution Bars Group plc, a public limited company incorporated in
England and Wales under
registered number 08838504
"Conditional Placee" any person procured by the Brokers who has agreed to conditionally
subscribe for Open Offer
Shares (subject to clawback to satisfy Open Offer Entitlements taken up
by Qualifying Shareholders
under the Open Offer) pursuant to the Placing
"CREST" the relevant system (as defined in the Regulations) which enables title
to units of relevant
securities (as defined in the Regulations) to be evidenced and
transferred without a written
instrument and in respect of which Euroclear is the Operator (as defined
in the CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) as
amended
"Delisting" the proposed cancellation of the listing of the Company's Existing
Ordinary Shares on the
Official List and from trading on the Main Market
"Directors" the directors of the Company at the date of this Announcement, being
Keith Edelman, Rob Pitcher,
Mike Foster, Jemima Bird and William Tuffy
"Disclosure Guidance and Transparency Rules" the disclosure guidance and transparency rules made by the FCA under
Part VI of FSMA
"Enlarged Share Capital" the entire issued share capital of the Company following AIM Admission,
assuming no other
Ordinary Shares are issued between the date of this Announcement and AIM
Admission and assuming
75,017,495 New Ordinary Shares are issued
"Euroclear" Euroclear UK & Ireland Limited, the operator (as defined in the CREST
Regulations) of CREST
"Excess Applications" applications pursuant to the Excess Application Facility
"Excess Application Facility" the mechanism whereby a Qualifying Shareholder, who has taken up his
Basic Entitlement in
full, can apply for Excess Shares up to an amount equal to the total
number of Open Offer
Shares available under the Open Offer less an amount equal to a
Qualifying Shareholder's Basic
Entitlement, as will be more fully set out in the Circular
"Excess CREST Open Offer Entitlements" in respect of each Qualifying CREST Shareholder who has taken up his
Basic Entitlement in
full, the entitlement to apply for Open Offer Shares in addition to his
Basic Entitlement
credited to his stock account in CREST, pursuant to the Excess
Application Facility, which
may be subject to scaling back in accordance with the provisions to be
set out in the Circular
"Excess Open Offer Entitlement" in respect of each Qualifying Shareholder, the entitlement (in addition
to his Open Offer
Entitlement) to apply for Open Offer Shares pursuant to the Excess
Application Facility, which
is conditional on him taking up his Open Offer Entitlement in full and
which may be subject
to scaling back in accordance with the provisions to be set out in the
Circular
"Excess Shares" Open Offer Shares which are not taken up by Qualifying Shareholders
pursuant to their Basic
Entitlements and which are offered to Qualifying Shareholders under the
Excess Application
Facility
"Excluded Overseas Shareholders" other than as agreed by the Company, finnCap and Peel Hunt or as
permitted by applicable law,
Shareholders who are located or have registered addresses in a
Restricted Jurisdiction
"Ex-entitlement Date" 7.00 a.m. on 9 June 2020, being the time when the Existing Ordinary
Shares are expected to
be marked 'ex-entitlement 'by the London Stock Exchange
"Existing Issued Share Capital" the entire issued share capital of the Company on 4 June 2020 (the
Latest Practicable Date)
"Existing Ordinary Shares" the 50,029,159 ordinary shares of 0.1 pence each in the capital of the
Company in issue on
4 June 2020 (the Latest Practicable Date), all of which are admitted to
listing on the Official
List of the FCA and to trading on the Main Market
"FCA" the Financial Conduct Authority
"finnCap" finnCap Ltd, the Company's joint broker in connection with the Firm
Placing, the Placing and
Open Offer, the Delisting and the Company's proposed nominated adviser
in connection with
AIM Admission
"Firm Placee" any person who has agreed to subscribe for the Firm Placing Shares
pursuant to the Firm Placing
"Firm Placing" the firm placing by the Brokers (on behalf of the Company) of the Firm
Placing Shares as described
in this Announcement
"Firm Placing Shares" up to 45,000,000 new Ordinary Shares to be issued by the Company
pursuant to the Firm Placing
"Form of Proxy" the form of proxy which will accompany the Circular for use by
Shareholders in relation to
the General Meeting
"FSMA" the Financial Services and Markets Act 2000, as amended
"Fundraising" together, the Firm Placing and the Placing and Open Offer
"General Meeting" the general meeting of the Company to be held for the purposes of the
Fundraising and the
proposed Delisting and AIM Admission
"Group" the Company, its subsidiaries and subsidiary undertakings
"HMRC" Her Majesty's Revenue and Customs
"Issue Price" 20 pence per New Ordinary Share
"Latest Practicable Date" 4 June 2020 (being the latest practicable date prior to the date of this
Announcement)
"Listing Rules" the listing rules made by the FCA under Part VI of FSMA
"London Stock Exchange" London Stock Exchange plc
"Main Market" the London Stock Exchange's main market for listed securities
"MAR" the EU Market Abuse Regulation (EU No 596/2014) (as amended)
"NatWest" National Westminster Bank Plc
"New Ordinary Shares" the Ordinary Shares to be issued by the Company pursuant to the Firm
Placing and the Placing
and Open Offer
"Notice of General Meeting" the notice of the General Meeting which will be set out in the Circular
"Official List" the Official List maintained by the FCA
"Open Offer" the conditional invitation by the Company to Qualifying Shareholders to
apply to subscribe
for Open Offer Shares at the Issue Price on the terms and subject to the
conditions to be
set out in the Circular (and in the case of the Qualifying Non-CREST
Shareholders only, the
Application Form)
"Open Offer Entitlements" an entitlement to subscribe for Open Offer Shares, allocated to a
Qualifying Shareholder under
the Open Offer (and, for the avoidance of doubt, references to "Open
Offer Entitlements" include
Basic Entitlements and Excess Open Offer Entitlements)
"Open Offer Shares" the 30,017,495 new Ordinary Shares for which Qualifying Shareholders
will be invited to apply
to be issued pursuant to the terms of the Open Offer
"Ordinary Shares" ordinary shares of 0.1 pence each in the capital of the Company
"Overseas Shareholders" Shareholders with registered addresses outside the United Kingdom or who
are citizens or residents
of countries outside the United Kingdom
"Peel Hunt" Peel Hunt LLP, the Company's joint broker in connection with the Firm
Placing and the Placing
and Open Offer
"Placee" Conditional Placee or a Firm Placee
"Placing" the conditional placing by the Brokers (on behalf of the Company) of the
Open Offer Shares
(subject to clawback to satisfy Open Offer Entitlements taken up by
Qualifying Shareholders
under the Open Offer) as described in this Announcement
"Placing Agreement" the placing and open offer agreement dated 5 June 2020 made between the
Company and the Brokers
in relation to the Firm Placing and the Placing and Open Offer
"Placing and Open Offer" together, the Placing and Open Offer as described in this announcement
"Qualifying CREST Shareholders" Qualifying Shareholders whose Existing Ordinary Shares on the register
of members of the Company
on the Record Date are in uncertificated form
"Qualifying Non-CREST Shareholders" Qualifying Shareholders whose Existing Ordinary Shares on the register
of members of the Company
on the Record Date are held in certificated form
"Qualifying Shareholders" holders of Existing Ordinary Shares on the register of members of the
Company at the Record
Date with the exception (subject to certain exceptions) of Excluded
Overseas Shareholders
"Record Date" 5.00 p.m. on 4 June 2020
"Regulatory Information Service" or "RIS" has the meaning given in the AIM Rules for Companies
"Restricted Jurisdictions" each and any of Australia, Canada, New Zealand, Japan and the Republic
of South Africa
"Revised Facilities" the Revolving Credit Facility and the Term Loan together
"Revolving Credit Facility" the Group's revolving credit facility provided by NatWest
"Shareholders" the holders of Ordinary Shares for the time being (each individually a
"Shareholder")
"Term Loan" the GBP16.5 million CLBILS term loan provided by NatWest, maturing on 30
June 2023
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"UK Corporate Governance Code" the UK Corporate Governance Code issued by the Financial Reporting
Council in July 2018, as
amended from time to time
"uncertificated" or "in uncertificated form" recorded on the register of members of the Company as being held in
uncertificated form in
CREST and title to which, by virtue of the CREST Regulations, may be
transferred by means
of CREST
"United States" or "U.S." the United States of America, its territories and possessions, any state
of the United States
and the District of Columbia
APPIX
TERMS AND CONDITIONS OF THE FIRM PLACING AND THE PLACING
(TOGETHER THE "EQUITY PLACINGS")
IMPORTANT INFORMATION ON EACH OF THE EQUITY PLACINGS FOR INVITED
PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
EQUITY PLACINGS. THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE
TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT")
(WHICH IS FOR INFORMATION PURPOSES ONLY) ARE DIRECTED ONLY AT: (A)
PERSONS IN THE UNITED KINGDOM OR A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA (THE "EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129, AS AMED FROM
TIME TO TIME (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS")
AND, IF IN THE UNITED KINGDOM, SUCH QUALIFIED INVESTORS WHO (I)
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO
FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMED (THE "ORDER")
(INVESTMENT PROFESSIONALS) OR (II) ARE PERSONS FALLING WITHIN
ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC) OF THE ORDER, (B) IN SWITZERLAND, ANY PERSON WHO
IS DEEMED A "REGULATED QUALIFIED INVESTOR" AS DEFINED IN THE SWISS
FEDERAL ACT ON COLLECTIVE INVESTMENT SCHEMES OF 23 JULY 2006
("CISA") AND ITS IMPLEMENTING ORDINANCE OR (C) PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A),
(B) AND (C) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF
ANY SECURITIES IN THE COMPANY.
The New Ordinary Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "US Securities
Act") or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
resold, transferred or delivered, directly or indirectly, in or
into the United States except pursuant to an applicable exemption
from the registration requirements of the US Securities Act and in
compliance with the securities laws of any state or other
jurisdiction of the United States. There will be no public offer of
the securities mentioned herein in the United States.
This Announcement and the information contained herein is
restricted and is not for release, publication or distribution, in
whole or in part, directly or indirectly, in or into or from the
United States, Australia, Canada, Japan, New Zealand, the Republic
of South Africa or any other jurisdiction in which such release
publication or distribution would be unlawful.
Each Placee should consult with its own advisors as to legal,
tax, business and related aspects of a subscription for New
Ordinary Shares.
The distribution of this Announcement and/or the Equity Placings
and/or the issue of the New Ordinary Shares in certain
jurisdictions may be restricted by law. No action has been taken by
the Company, the Brokers or any of their respective affiliates,
agents directors, officers or employees that would permit an offer
of the New Ordinary Shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such New Ordinary Shares in any jurisdiction where action for
that purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Brokers to
inform themselves about and to observe any such restrictions.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for any securities in the United
States, Australia, Canada, Japan, New Zealand or the Republic of
South Africa or any other jurisdiction in which the same would be
unlawful. No public offering of the New Ordinary Shares is being
made in any such jurisdiction.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments
Commission, the Japanese Ministry of Finance or the Financial
Markets Authority in New Zealand; the relevant clearances have not
been, and will not be, obtained for the South Africa Reserve Bank
or any other applicable body in the Republic of South Africa in
relation to the New Ordinary Shares and the New Ordinary Shares
have not been, nor will they be registered under or offered in
compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan, New Zealand or the Republic
of South Africa. Accordingly, the New Ordinary Shares may not
(unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Japan, New Zealand or the
Republic of South Africa or any other jurisdiction outside the
EEA.
With regards to investors domiciled in Switzerland, this
Announcement does not constitute a prospectus within the meaning of
Articles 652a and 1156 of the Swiss Code of Obligations ("CO") or a
listing prospectus according to Article 32 et seq. of the Listing
Rules of the SWX Swiss Exchange and may not comply with the
information standards required thereunder. The Company will not
apply for a listing of the New Ordinary Shares on any Swiss stock
exchange. The New Ordinary Shares may not be publicly offered,
distributed or redistributed on a professional basis in or from
Switzerland, and neither document nor any other solicitation for
investments in the New Ordinary Shares may be communicated or
distributed in Switzerland in any way that could constitute a
public offering within the meaning of Articles 652a or 1156 of the
CO. Without limitation to the generality of the foregoing, the New
Ordinary Shares may not be offered to any person in Switzerland who
is not a "qualified investor" within the meaning of article 10(3)
of the CISA.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
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.
By participating in the Bookbuild and/or the Equity Placings,
each Placee will be deemed to have read and understood this
Announcement in its entirety, to be participating, making an offer
and acquiring New Ordinary Shares on the terms and conditions
contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings
contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any New Ordinary Shares that are
allocated to it for the purposes of its business;
2. in the case of a Relevant Person in a member state of the EEA
or the United Kingdom (each, a "Relevant Member State") who
acquires any New Ordinary Shares pursuant to the Equity
Placings:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the Prospectus Regulation;
(b) if it is not a Qualified Investor within the meaning of
Article 2(e) of the Prospectus Regulation, it's participation in
the Equity Placings has been specifically agreed with the Brokers
in writing,
(c) in the case of any New Ordinary Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation:
(i) the New Ordinary Shares acquired by it in the Equity
Placings have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Relevant Member State other than Qualified Investors or in
circumstances in which the prior consent of the Brokers have been
given to the offer or resale;
(ii) where New Ordinary Shares have been acquired by it on
behalf of persons in any Relevant Member State other than Qualified
Investors, the offer of those New Ordinary Shares to it is not
treated under the Prospectus Regulation as having been made to such
persons; and
3. it is acquiring the New Ordinary Shares for its own account
or is acquiring the New Ordinary Shares for an account with respect
to which it has authority to exercise, and is exercising,
investment discretion and has the authority to make and does make
the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement;
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix;
5. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any person on whose account it is acting, as referred to in
paragraph 4 above) is located outside the United States and is
acquiring the New Ordinary Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S under the US
Securities Act ("Regulation S"); and
6. it has not offered, sold or delivered and will not offer to
sell or deliver any of the New Ordinary Shares to persons within
the United States, directly or indirectly; neither it, its
affiliates, nor any persons acting on its behalf, have engaged or
will engage in any directed selling efforts (as defined in
Regulation S) with respect to the New Ordinary Shares; and it is
not taking up the New Ordinary Shares for resale in or into the
United States.
No prospectus
The New Ordinary Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the
Equity Placings or the New Ordinary Shares and Placees' commitments
will be made solely on the basis of their own assessment of the
Company, the New Ordinary Shares and the Equity Placings based on
the information contained in this Announcement, the announcement of
the closing of the Equity Placings (the "Bookbuild Results
Announcement") (together, the "Placing Documents") and any other
information publicly announced through a regulatory information
service ("RIS") by or on behalf of the Company on or prior to the
date of this Announcement (the "Publicly Available Information")
and subject to any further terms set forth in the contract note
sent to individual Placees.
Each Placee, by participating in the Equity Placings, agrees
that the content of the Placing Documents is exclusively the
responsibility of the Company and confirms that it has neither
received nor relied on any information (other than the Publicly
Available Information), representation, warranty or statement made
by or on behalf of the Brokers or the Company or any other person
and none of the Brokers, the Company nor any other person acting on
such person's behalf nor any of their respective affiliates has or
shall have any responsibility or liability for any Placee's
decision to participate in the Equity Placings based on any other
information, representation, warranty or statement. 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 Equity Placings. No Placee should
consider any information in this Announcement to be legal, tax or
business advice. Each Placee should consult its own attorney, tax
advisor, and business advisor for legal, tax and business advice
regarding an investment in the New Ordinary Shares. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the New Ordinary Shares
The Brokers are acting as joint Brokers in connection with the
Equity Placings and have today entered into the Placing Agreement
with the Company under which, on the terms and subject to the
conditions set out in the Placing Agreement, the Brokers, as agents
for and on behalf of the Company, have severally (and not jointly
or jointly and severally) agreed to use their respective reasonable
endeavours to procure placees for up to 75,017,495 Ordinary Shares
(the "New Ordinary Shares").
The final number of New Ordinary Shares at the Issue Price will
be determined following completion of the Bookbuild as set out in
this Announcement.
The Firm Placing Shares are not subject to clawback and do not
form part of the Placing.
The Open Offer Shares are being offered pursuant to the Placing,
subject to clawback in respect of valid applications received for
Open Offer Shares by Qualifying Shareholders pursuant to the Open
Offer.
Further details of the placing procedure and terms on which the
Firm Placing Shares and Open Offer Shares are being offered are set
out below.
The New Ordinary Shares will, when issued, be credited as fully
paid up and will be issued subject to the Company's articles of
association and rank pari passu in all respects with the Existing
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid on or in respect of the
Ordinary Shares after the date of issue of the New Ordinary Shares,
and will on issue be free of all claims, liens, charges,
encumbrances and equities.
Application for AIM Admission
Application will be made to London Stock Exchange plc (the
"London Stock Exchange") for the admission of the Enlarged Share
Capital (including the New Ordinary Shares) to trading on AIM ("AIM
Admission").
It is expected that the Delisting of the Existing Ordinary
Shares and AIM Admission of the Enlarged Share Capital (including
the New Ordinary Shares) will occur simultaneously at or before
8.00 a.m. on 27 July 2020 (or such later time and/or date as the
Brokers may agree with the Company) and that dealings in the
Enlarged Share Capital (including the New Ordinary Shares) on AIM
will commence at that time.
Bookbuild
The Brokers will today commence the Bookbuild to determine
demand for New Ordinary Shares by Placees. This Announcement gives
details of the terms and conditions of, and the mechanics of
participation in, the Equity Placings. No commissions will be paid
to Placees or by Placees in respect of any New Ordinary Shares.
The Brokers shall be entitled to effect the Equity Placings by
such alternative method to the Bookbuild as they may, in their
absolute discretion following consultation with the Company,
determine.
Participation in, and principal terms of, the Equity
Placings
1. The Brokers are arranging the Equity Placings severally, and
not jointly, or jointly and severally, as Brokers and placing
agents of the Company. Participation in the Equity Placings will
only be available to persons who may lawfully be, and are, invited
to participate by either of the Brokers. Each of the Brokers may
itself agree to be a Placee in respect of all or some of the New
Ordinary Shares or may nominate any member of its group to do
so.
2. The number of Firm Placing Shares and Open Offer Shares will
be agreed by the Brokers (in consultation with the Company)
following completion of the Bookbuild. The number of Firm Placing
Shares and Open Offer Shares (subject to clawback) to be issued
will be announced on an RIS following the completion of the
Bookbuild via the Bookbuild Results Announcement.
3. To participate in the Bookbuild, prospective Placees should
communicate their bid orally by telephone or in writing to their
usual sales contact at the relevant Broker. Each bid should state
the number of New Ordinary Shares which the prospective Placee
wishes to subscribe for at the Issue Price. The Brokers reserve the
right not to accept bids or to accept bids in part rather than in
whole. The acceptance of the bids will be at the Brokers' absolute
discretion, subject to agreement with the Company.
4. The Bookbuild is expected to close no later than 6.00 p.m.
today but may be closed earlier or later at the sole discretion of
the Brokers. The Brokers may, in agreement with the Company, accept
bids that are received after the Bookbuild has closed. The Company
reserves the right (upon the agreement of the Brokers) to reduce
the number of New Ordinary Shares to be issued pursuant to the
Equity Placings, in its absolute discretion.
5. Allocations of the Firm Placing Shares and the Open Offer
Shares will be determined by the Brokers after consultation with
the Company (the proposed allocations having been supplied by the
Brokers to the Company in advance of such consultation).
Allocations in respect of the Firm Placing Shares and the Open
Offer Shares will be confirmed orally by the Brokers and a contract
note will be despatched as soon as possible thereafter. A Broker's
oral confirmation to such Placee constitutes an irrevocable legally
binding commitment upon such person (who will at that point become
a Placee), in favour of the Brokers and the Company, on the terms
and conditions set out in this Appendix and in accordance with the
Company's articles of association to subscribe for such number of
New Ordinary Shares as are confirmed by the Brokers and to pay in
cleared funds an amount equal to the number of Firm Placing Shares
and, once apportioned after clawback in accordance with procedure
outlined below, any Open Offer Shares for which such Placee has
agreed to subscribe. Except with the relevant Broker's consent,
such commitment will not be capable of variation or revocation
after the time at which it is submitted.
6. As set out above, each Placee's allocation and commitment
will be evidenced by a contract note issued to such Placee by the
relevant Broker. The terms of this Appendix will be deemed
incorporated in that contract note. Placees must note that the
allocation and commitment in respect of Open Offer Shares allocated
to a Placee in the Placing will be subject to scale back, depending
on the number of Open Offer Shares to be issued in order to satisfy
valid applications received from Qualifying Shareholders.
7. Irrespective of the time at which a Placee's allocation
pursuant to the Equity Placings is confirmed, settlement for all
New Ordinary Shares to be subscribed for pursuant to the Equity
Placings will be required to be made at the same time, on the basis
explained below under 'Registration and Settlement'.
8. All obligations under the Bookbuild and/or the Equity
Placings will be subject to fulfilment or (where applicable) waiver
of the conditions referred to below under 'Conditions of the Equity
Placings' and to the Equity Placings not being terminated on the
basis referred to below under 'Right to terminate under the Placing
Agreement'.
9. By participating in the Equity Placings, each Placee agrees
that its rights and obligations in respect of the Equity Placings
will terminate only in the circumstances described below and will
not be capable of rescission or termination by the Placee.
10. To the fullest extent permissible by law and the applicable
rules of the FCA, neither the Brokers, nor the Company, nor any of
their respective affiliates, agents, directors, officers or
employees shall have any responsibility or liability to Placees (or
to any other person whether acting on behalf of a Placee or
otherwise). In particular, none of the Brokers, nor the Company,
nor any of their respective affiliates, agents, directors, officers
or employees shall have any responsibility or liability (including
to the extent permissible by law, any fiduciary duties) in respect
of the Brokers' conduct of the Equity Placings or of such
alternative method of effecting the Equity Placings as the Brokers
and the Company may determine.
11. The New Ordinary Shares will be issued subject to the terms
and conditions of this Announcement and each Placee's commitment to
subscribe for New Ordinary Shares on the terms set out herein will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Equity Placings and Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's or the Brokers' conduct of
the Equity Placings.
12. All times and dates in this Announcement may be subject to
amendment. The Brokers shall notify the Placees and any person
acting on behalf of the Placees of any changes.
Conditions of the Equity Placings
The Equity Placings are conditional upon the Placing Agreement
becoming unconditional and not having been terminated in accordance
with its terms. The Brokers' obligations under the Placing
Agreement are conditional on customary conditions including
(amongst others) (the "Conditions"):
1. the publication and dispatch of the Circular by the Company
by 5.00 p.m. on 9 June 2020 (or such later time and date as the
Company and the Brokers may agree);
2. the passing of the resolutions required to complete the Firm
Placing and the Placing and Open Offer and the Delisting to be set
out in the Notice of General Meeting (without material
amendment);
3. the Company having complied with all of its material
obligations under the Placing Agreement which fall to be performed
or satisfied on or prior to AIM Admission;
4. none of the warranties contained in the Placing Agreement, in
the opinion of the Brokers, being untrue or inaccurate or
misleading at the date of the Placing Agreement or becoming untrue
or inaccurate or misleading at any time between such date and AIM
Admission by reference to the facts and circumstances from time to
time subsisting
5. AIM Admission occurring no later than 8.00 a.m. on 27 July
2020 (or such later time and/or date, not being later than 8.00
a.m. on 10 August 2020, as the Brokers may otherwise agree with the
Company) (the "Closing Date").
The Brokers (if they both agree) may, at their discretion and
upon such terms as they think fit, waive compliance by the Company
with the whole or any part of certain of the Company's obligations
in relation to the Conditions or extend the time or date provided
for fulfilment of certain such Conditions in respect of all or any
part of the performance thereof. The conditions in the Placing
Agreement relating to (amongst other things) AIM Admission taking
place may not be waived. Any such extension or waiver will not
affect Placees' commitments as set out in this Announcement.
If: (i) any of the Conditions are not fulfilled or (where
permitted) waived by the Brokers by the relevant time or date
specified (or such later time or date as the Company and the
Brokers may agree); or (ii) the Placing Agreement is terminated in
the circumstances specified below under 'Right to terminate under
the Placing Agreement', the Equity Placings will not proceed and
the Placees' rights and obligations hereunder in relation to the
New Ordinary Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by it or on its behalf (or
any person on whose behalf the Placee is acting) in respect
thereof.
Neither of the Brokers, nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees
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 Equity Placings, nor for any decision they may make as to
the satisfaction of any Condition or in respect of the Equity
Placings generally, and by participating in the Equity Placings
each Placee agrees that any such decision is within the absolute
discretion of the Brokers.
Right to terminate under the Placing Agreement
Each of the Brokers is entitled, at any time before AIM
Admission, to terminate its obligations under the Placing Agreement
in accordance with its terms in certain circumstances, including,
inter alia, if at time before AIM Admission:
1. in the opinion of the Brokers, the Company has failed in any
material respect to comply with any of its obligations under the
Placing Agreement which the Brokers consider to be material in the
context of the Fundraising;
2. any of the warranties or undertakings contained in the
Placing Agreement is not, or has ceased to be, true and accurate in
any material respects and not misleading (or would not be true and
accurate in all material respects and not misleading if then
repeated) by reference to the facts subsisting at the time;
3. there has occurred, in the opinion of the Brokers, a material
adverse change (whether or not foreseeable at the date of the
Placing Agreement); or
4. the occurrence of certain force majeure events (including a
significant worsening in the UK in the spread or rate of infection
of, or deaths directly due to, the COVID-19 coronavirus pandemic),
the effect of which is such as to make it, in the opinion of the
Brokers, impracticable or inadvisable to proceed with the
Fundraising in the manner contemplated in the Placing Agreement or
AIM Admission.
Upon termination, such terminating Broker shall be released and
discharged (except for any liability arising before or in relation
to such termination) from their respective obligations under or
pursuant to the Placing Agreement, subject to certain exceptions.
If both Brokers terminate their obligations under the Placing
Agreement, then the Placing Agreement shall cease and terminate and
the Equity Placings will not proceed.
By participating in the Equity Placings, each Placee agrees that
(i) the exercise by either of the Brokers of any right of
termination or of any other discretion under the Placing Agreement
shall be within the absolute discretion of such Broker 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 or failure to so exercise and (ii) its rights and
obligations terminate only in the circumstances described above
under 'Right to terminate under the Placing Agreement' and
'Conditions of the Equity Placings', and its participation will not
be capable of rescission or termination by it after oral
confirmation by the Brokers of the allocation and commitments
following the close of the Bookbuild.
Lock-up Arrangements
The Company has undertaken to the Brokers that, between the date
of the Placing Agreement and 90 days after AIM Admission, it will
not offer, issue, sell or otherwise dispose of (or announce an
intention of doing so) any shares of the Company, or any securities
convertible into or exchangeable or carrying rights to acquire
other shares of the Company, whether settled in cash or otherwise,
without prior consent from the Brokers. However, this undertaking
shall not prevent or restrict the grant of options under, or the
allotment and issue of shares pursuant to options under, any
existing employee share schemes of the Company (in accordance with
its normal practice).
By participating in the Equity Placings, Placees agree that the
exercise by any Broker of 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 absolute discretion of that Broker 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.
Placing Procedure
Placees shall acquire the Firm Placing Shares to be issued
pursuant to the Firm Placing and Open Offer Shares to be issued
pursuant to the Placing (after clawback) and any allocation of the
Firm Placing Shares and Open Offer Shares (subject to clawback) to
be issued pursuant to the Equity Placings will be notified to them
on or around 5 June 2020 (or such other time and/or date as the
Company and the Brokers may agree).
Placees will be called upon to subscribe for, and shall
subscribe for, the Open Offer Shares only to the extent that valid
applications by Qualifying Shareholders under the Open Offer are
not received by 11.00 a.m. on 25 June 2020 (or by such later time
and/or date as the Company may agree with the Brokers) or if
applications have otherwise not been deemed to be valid in
accordance with the terms and conditions of the Circular and, in
respect of qualifying non-CREST holders only, the Application
Form.
Payment in full for any Firm Placing Shares and Open Offer
Shares so allocated in respect of the Equity Placings at the Issue
Price must be made by no later than 11.00 am on 25 June 2020 (or
such other date as shall be notified to each Placee by the Brokers)
on the closing date for the Open Offer (or such other time and/or
date as the Company and the Brokers may agree). The Brokers will
notify Placees if any of the dates in these terms and conditions
should change, including as a result of delay in the crediting of
the Open Offer Entitlements in CREST, AIM Admission or
otherwise.
Registration and Settlement
Settlement of transactions in the New Ordinary Shares (ISIN:
GB00BVDPPV41) following AIM Admission will take place within the
system administered by Euroclear UK & Ireland Limited
("CREST"), subject to certain exceptions. The Brokers reserve the
right to require settlement for, and delivery of, the New Ordinary
Shares (or any part thereof) to Placees by such other means that
they may deem necessary if delivery or settlement is not possible
or practicable within the CREST system or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee to be
allocated New Ordinary Shares in the Equity Placings will be sent a
contract note in accordance with the standing arrangements in place
with the relevant Broker stating the number of New Ordinary Shares
allocated to them at the Issue Price, the aggregate amount owed by
such Placee to the Broker and settlement instructions (subject, in
the case of the Open Offer Shares, to clawback). Each Placee agrees
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 in respect of the New Ordinary
Shares that it has in place with the relevant Broker.
The Company will deliver the New Ordinary Shares to a CREST
account operated by the relevant Broker as agent for the Company
and the relevant Broker will enter its delivery 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 New
Ordinary Shares to that Placee against payment.
It is anticipated that settlement in respect of the New Ordinary
Shares will take place on 27 July 2020 on a delivery versus payment
basis.
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 Brokers.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the relevant Broker may sell any or all of the
New Ordinary Shares allocated to that Placee on such Placee's
behalf and retain from the proceeds, for the Brokers' account and
benefit, an amount equal to the aggregate amount owed by the Placee
plus any interest due. The relevant Placee will, however, remain
liable for any shortfall below the aggregate amount owed by it and
will be required to bear any stamp duty or stamp duty reserve tax
or other taxes or duties (together with any interest or penalties)
imposed in any jurisdiction which may arise upon the sale of such
New Ordinary Shares on such Placee's behalf.
If New Ordinary Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note is
copied and delivered immediately to the relevant person within that
organisation. Insofar as New Ordinary Shares are issued 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 New Ordinary Shares should, subject as provided
below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax. If there are any circumstances in which any
stamp duty or stamp duty reserve tax or other similar taxes or
duties (including any interest and penalties relating thereto) is
payable in respect of the allocation, allotment, issue, sale,
transfer or delivery of the New Ordinary Shares (or, for the
avoidance of doubt, if any stamp duty or stamp duty reserve tax is
payable in connection with any subsequent transfer of or agreement
to transfer New Ordinary Shares), none of the Brokers nor the
Company shall be responsible for payment thereof.
Representations, warranties, undertakings and
acknowledgements
By participating in the Equity Placings each Placee (and any
person acting on such Placee's behalf) irrevocably acknowledges,
confirms, undertakes, represents, warrants and agrees (as the case
may be) with the Brokers (in their capacity as Brokers and placing
agents of the Company in respect of the Equity Placings) and the
Company, in each case as a fundamental term of their application
for New Ordinary Shares, the following:
General
1. it has read and understood this Announcement in its entirety
and its subscription for New Ordinary Shares is subject to and
based upon all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and it has not relied on, and will not rely on,
any information given or any representations, warranties or
statements made at any time by any person in connection with the
Equity Placings, the Company, the New Ordinary Shares or otherwise
other than the information contained in the Placing Documents and
the Publicly Available Information;
2. the person whom it specifies for registration as holder of
the New Ordinary Shares will be (a) itself or (b) its nominee, as
the case may be. None of the Brokers nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax or other similar taxes or duties imposed in any jurisdiction
(including interest and penalties relating thereto) ("Indemnified
Taxes"). Each Placee and any person acting on behalf of such Placee
agrees to indemnify the Company and the Brokers on an after-tax
basis in respect of any Indemnified Taxes;
3. neither the Brokers nor any of their respective affiliates
agents, directors, officers and employees accepts any
responsibility for any acts or omissions of the Company or any of
the directors of the Company or any other person (other than the
relevant Broker) in connection with the Equity Placings;
4. time is of the essence as regards its obligations under this Announcement;
5. any document that is to be sent to it in connection with the
Equity Placings will be sent at its risk and may be sent to it at
any address provided by it to the Brokers;
6. it acknowledges that while the Existing Ordinary Shares are
admitted to the premium segment of the Official List and to trading
on the Main Market, the New Ordinary Shares will, following AIM
Admission, be admitted (with the Enlarged Share Capital) to trading
on AIM;
No distribution of Announcement
7. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Equity
Placings (including electronic copies thereof) to any person and
represents that it has not redistributed, forwarded, transferred,
duplicated, or otherwise transmitted any such materials to any
person;
No prospectus
8. no prospectus or other offering document is required under
the Prospectus Regulation, nor will one be prepared in connection
with the Bookbuild, the Equity Placings or the New Ordinary Shares
and it has not received and will not receive a prospectus or other
offering document in connection with the Bookbuild, the Equity
Placings or the New Ordinary Shares;
Purchases by Brokers for their own account
9. in connection with the Equity Placings, the Brokers and any
of their affiliates acting as an investor for its own account may
subscribe for New Ordinary Shares in the Company and in that
capacity may retain, purchase or sell for its own account such New
Ordinary Shares in the Company and any securities of the Company or
related investments and may offer or sell such securities or other
investments otherwise than in connection with the Equity Placings.
Accordingly, references in this Announcement to the New Ordinary
Shares being issued, offered or placed should be read as including
any issue, offering or placement of such shares in the Company to
each of the Brokers or any of their affiliates acting in such
capacity;
10. each of the Brokers and their affiliates may enter into
financing arrangements and swaps with investors in connection with
which each of the Brokers and any of their affiliates may from time
to time acquire, hold or dispose of such securities of the Company,
including the New Ordinary Shares;
11. the Brokers do not intend to disclose the extent of any
investment or transactions referred to in paragraphs 9 and 10 above
otherwise than in accordance with any legal or regulatory
obligation to do so;
No fiduciary duty or client of the Brokers
12. the Brokers do not owe any fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement;
13. its participation in the Equity Placings is on the basis
that it is not and will not be a client of any of the Brokers in
connection with its participation in the Equity Placings and that
the Brokers have no duties or responsibilities to it for providing
the protections afforded to their respective clients or customers
or for providing advice in relation to the Equity Placings 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 respective rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
No responsibility of the Brokers for information
14. the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and neither Broker nor their
respective affiliates agents, directors, officers or employees nor
any person acting on behalf of any of them is responsible for or
has or shall have any responsibility or liability for any
information, representation or statement contained in, or omission
from, this Announcement, the Publicly Available Information or
otherwise nor will they be liable for any Placee's decision to
participate in the Equity Placings based on any information,
representation, warranty or statement contained in this
Announcement, the Publicly Available Information or otherwise,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by such
person;
Reliance on information regarding the Equity Placings
15.
(a) the only information on which it is entitled to rely on and
on which such Placee has relied in committing itself to subscribe
for New Ordinary Shares is contained in this Announcement, or any
Publicly Available Information (save that in the case of Publicly
Available Information, a Placee's right to rely on that information
is limited to the right that such Placee would have as a matter of
law in the absence of this paragraph 15(a)), such information being
all that such Placee deems necessary or appropriate and sufficient
to make an investment decision in respect of the New Ordinary
Shares;
(b) it has neither received nor relied on any other information
given, or representations, warranties or statements, express or
implied, made, by any of the Brokers or the Company nor any of
their respective affiliates, agents, directors, officers or
employees acting on behalf of any of them (including in any
management presentation delivered in respect of the Bookbuild) with
respect to the Company, the Equity Placings or the New Ordinary
Shares or the accuracy, completeness or adequacy of any information
contained in this Announcement, or the Publicly Available
Information or otherwise;
(c) none of the Brokers, 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, nor will
provide, it with any material or information regarding the New
Ordinary Shares or the Company or any other person other than the
information in the Placing Documents or the Publicly Available
Information; nor has it requested any of the Brokers, the Company,
any of their respective affiliates or any person acting on behalf
of any of them to provide it with any such material or information;
and
(d) none of the Brokers or the Company will be liable for any
Placee's decision to participate in the Equity Placings based on
any other information, representation, warranty or statement,
provided that nothing in this paragraph 15 excludes the
liability of any person for fraudulent misrepresentation made by
that person;
Conducted own investigation and due diligence
16. it may not rely, and has not relied, on any investigation
that the Brokers, any of their affiliates or any person acting on
their behalf, may have conducted with respect to the New Ordinary
Shares, the terms of the Equity Placings or the Company, and none
of such persons has made any representation, express or implied,
with respect to the Company, the Equity Placings, the New Ordinary
Shares or the accuracy, completeness or adequacy of the information
in this Announcement, the Publicly Available Information or any
other information;
17. in making any decision to subscribe for New Ordinary Shares it:
(a) has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of
subscribing for the New Ordinary Shares;
(b) will not look to the Brokers for all or part of any such loss it may suffer;
(c) is experienced in investing in securities of this nature in
this sector and is aware that it may be required to bear, and is
able to bear, the economic risk of an investment in the New
Ordinary Shares;
(d) is able to sustain a complete loss of an investment in the
New Ordinary Shares;
(e) has no need for liquidity with respect to its investment in
the New Ordinary Shares;
(f) has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the New Ordinary
Shares; and
(g) has conducted its own due diligence, examination,
investigation and assessment of the Company, the New Ordinary
Shares and the terms of the Equity Placings and has satisfied
itself that the information resulting from such investigation is
still current and relied on that investigation for the purposes of
its decision to participate in the Equity Placings;
Capacity and authority
18. it is subscribing for the New Ordinary Shares for its own
account or for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make
the acknowledgements, representations and agreements contained in
this Announcement;
19. it is acting as principal only in respect of the Equity
Placings or, if it is acting for any other person, it is:
(a) duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of
each such person; and
(b) and will remain liable to the Company and/or the Brokers for
the performance of all its obligations as a Placee in respect of
the Equity Placings (regardless of the fact that it is acting for
another person);
20. it and any person acting on its behalf is entitled to
subscribe for the New Ordinary Shares under the laws and
regulations of all relevant jurisdictions that apply to it and that
it has fully observed such laws and regulations, has capacity and
authority and is entitled to enter into and perform its obligations
as a subscriber of New Ordinary Shares and will honour such
obligations, and has obtained all such governmental and other
guarantees, permits, authorisations, approvals and consents which
may be required thereunder and complied with all necessary
formalities to enable it to commit to this participation in the
Equity Placings 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) and
will honour such obligations and that it has not taken any action
or omitted to take any action which will or may result in the
Brokers, the Company or any of their respective directors,
officers, agents, employees or advisers acting in breach of the
legal or regulatory requirements of any jurisdiction in connection
with the Equity Placings;
21. where it is subscribing for New Ordinary Shares for one or
more managed accounts, it is authorised in writing by each managed
account to subscribe for the New Ordinary Shares for each managed
account;
22. it irrevocably appoints any duly authorised officer of each
Broker as its agent for the purpose of executing and delivering to
the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
New Ordinary Shares for which it agrees to subscribe for upon the
terms of this Announcement;
Excluded territories
23. the New Ordinary Shares have not been and will not be
registered or otherwise qualified and that a prospectus will not be
cleared in respect of any of the New Ordinary Shares under the
securities laws or legislation of the United States, Australia, New
Zealand, Canada, Japan or the Republic of South Africa, or any
state, province, territory or jurisdiction thereof;
24. the New Ordinary Shares may not be offered, sold, or
delivered or transferred, directly or indirectly, in or into the
above jurisdictions or any jurisdiction (subject to certain
exceptions) in which it would be unlawful to do so and no action
has been or will be taken by any of the Company, the Brokers or any
person acting on behalf of the Company or the Brokers that would,
or is intended to, permit a public offer of the New Ordinary Shares
in the United States, Australia, Canada, Japan, New Zealand or the
Republic of South Africa or any country or jurisdiction, or any
state, province, territory or jurisdiction thereof, where any such
action for that purpose is required;
25. unless otherwise specifically agreed with the Brokers, it is
not and at the time the New Ordinary Shares are subscribed for,
neither it nor the beneficial owner of the New Ordinary Shares will
be, a resident of, nor have an address in, Australia, Japan, New
Zealand, the Republic of South Africa or any province or territory
of Canada;
26. it may be asked to disclose in writing or orally to the Brokers:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
Compliance with US securities laws
27. it, and any prospective beneficial owner for whose account
or benefit it is purchasing the New Ordinary Shares, is (i) located
outside the United States and is acquiring the New Ordinary Shares
in an "offshore transaction" as defined in, and in accordance with,
Regulation S; (ii) has not been offered to purchase or subscribe
for New Ordinary Shares by means of any "directed selling efforts"
as defined in Regulation S;
28. it understands that the New Ordinary Shares have not been,
and will not be, registered under the US Securities Act and may not
be offered, sold or resold in or into or from the United States
except pursuant to an effective registration under the US
Securities Act, or pursuant to an exemption from the registration
requirements of the US Securities Act and in accordance with
applicable state securities laws;
29. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Equity Placings in
or into or from the United States (including electronic copies
thereof) to any person, and it has not distributed, forwarded,
transferred or otherwise transmitted any such materials to any
person;
Compliance with selling restrictions and the Prospectus
Regulation
30. if in a member state of the EEA or the United Kingdom, it is
a Relevant Person and unless otherwise specifically agreed with the
Brokers in writing, it is a Qualified Investor;
31. if it is domiciled in Switzerland, it is a "regulated
qualified investor" as defined in the CISA and its implementing
ordinance;
32. it has not offered or sold and will not offer or sell any
New Ordinary Shares to persons in the EEA or the United Kingdom
except to Qualified Investors 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 United Kingdom within
the meaning of the Prospectus Regulation;
33. if a financial intermediary, as that term is used in Article
5(1) of the Prospectus Regulation, the New Ordinary Shares
subscribed for by it in the Equity Placings 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 United Kingdom other than Qualified Investors, or
in circumstances in which the prior consent of the Brokers has been
given to each proposed offer or resale;
Compliance with FSMA, the UK financial promotion regime and
MAR
34. if in the United Kingdom, that it is a person (i) having
professional experience in matters relating to investments who
falls within the definition of "investment professionals" in
Article 19(5) of the Order or (ii) who falls within Article 49(2)
(a) to (d) ("High Net Worth Companies, Unincorporated Associations,
etc") of the Order, or (iii) to whom it may otherwise lawfully be
communicated;
35. it has not offered or sold and will not offer or sell any
New Ordinary Shares to persons in the United Kingdom, 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 and which will not result in
an offer to the public in the United Kingdom within the meaning of
section 85(1) of FSMA;
36. 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 New Ordinary Shares in
circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person and it
acknowledges and agrees that the Placing Documents have not and
will not have been approved by either Broker in its capacity as an
authorised person under section 21 of the FSMA and it may not
therefore be subject to the controls which would apply if it was
made or approved as a financial promotion by an authorised
person;
37. it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the New Ordinary Shares (including all applicable provisions in
FSMA and Regulation (EU) No. 596/2014 of the European Parliament
and of the Council of 16 April 2014 on market abuse ("MAR")) in
respect of anything done in, from or otherwise involving, the
United Kingdom);
Compliance with laws
38. if it is a pension fund or investment company, its
subscription for New Ordinary Shares is in full compliance with
applicable laws and regulations;
39. it has complied with its obligations under the Criminal
Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism
Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 and any
related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money
Laundering Sourcebook of the FCA 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;
40. in order to ensure compliance with the Regulations, each
Broker (for itself and as agent on behalf of the Company) or the
Company's registrars may, in their absolute discretion, require
verification of its identity. Pending the provision to the relevant
Broker or the Company's registrars, as applicable, of evidence of
identity, definitive certificates in respect of the New Ordinary
Shares may be retained at the relevant Broker's absolute discretion
or, where appropriate, delivery of the New Ordinary Shares to it in
uncertificated form may be delayed at the relevant Broker's or the
Company's registrars', as the case may be, absolute discretion. If
within a reasonable time after a request for verification of
identify the relevant Broker (for itself and as agent on behalf of
the Company) or the Company's registrars have not received evidence
satisfactory to them, either the relevant Broker and/or the Company
may, at its absolute discretion, terminate its commitment in
respect of the Equity Placings, in which event the monies payable
on acceptance of allotment will, if already paid, be returned
without interest to the account of the drawee's bank from which
they were originally debited;
Depositary receipts and clearance services
41. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of New Ordinary
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that the New Ordinary Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer New Ordinary Shares into a
clearance service;
Undertaking to make payment
42. it (and any person acting on its behalf) has the funds
available to pay for the New Ordinary Shares for which it has
agreed to subscribe and acknowledges and agrees that it will make
payment in respect of the New Ordinary Shares allocated to it in
accordance with this Announcement on the due time and date set out
herein, failing which the relevant New Ordinary Shares may be
placed with other subscribers or sold as the Brokers may in their
sole discretion determine and without liability to such Placee, who
will remain liable for any amount by which the net proceeds of such
sale falls short of the product of the relevant Issue Price and the
number of New Ordinary Shares allocated to it and will be required
to bear any stamp duty, stamp duty reserve tax or other taxes or
duties (together with any interest, fines or penalties) imposed in
any jurisdiction which may arise upon the sale of such Placee's New
Ordinary Shares;
Money held on account
43. any money held in an account with the relevant Brokers on
behalf of the Placee and/or any person acting on behalf of the
Placee and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the relevant rules
and regulations of the FCA made under the FSMA. Each Placee
acknowledges that the money will not be subject to the protections
conferred by the client money rules: as a consequence this money
will not be segregated from the relevant Broker's money in
accordance with the client money rules and will be held by it under
a banking relationship and not as trustee;
Allocation
44. its allocation (if any) of New Ordinary Shares will
represent a maximum number of New Ordinary Shares which it will be
entitled, and required, to subscribe for, and that the Brokers or
the Company may call upon it to subscribe for a lower number of New
Ordinary Shares (including, in the case of the Placing, if scaled
back due to clawback), but in no event in aggregate more than the
aforementioned maximum;
No recommendation
45. none of the Brokers, nor any of their respective affiliates,
nor any person acting on behalf of them, is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Equity
Placings;
Inside information
46. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities in advance of the Equity
Placings, it confirms that it has received such information within
the market soundings regime provided for in article 11 of MAR and
associated delegated regulations and it has not:
(a) used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or
any such financial instruments;
(b) used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the
Company or financial instruments related thereto or to cancel or
amend an order concerning the Company's securities or such
financial instruments; or
(c) disclosed such information to any person, prior to the
information being made publicly available;
Rights and remedies
47. the rights and remedies of the Company and the Brokers under
the terms and conditions in this Announcement are in addition to
any rights and remedies which would otherwise be available to each
of them and the exercise or partial exercise of one will not
prevent the exercise of others; and
Governing law and jurisdiction
48. these terms and conditions of the Equity Placings and any
agreements entered into by it pursuant to the terms and conditions
of the Equity Placings, and all non-contractual or other
obligations arising out of or in connection with them, 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 arising out
of any such contract (including any dispute regarding the
existence, validity or termination of such contract or relating to
any non-contractual or other obligation arising out of or in
connection with such contract), except that enforcement proceedings
in respect of the obligation to make payment for the New Ordinary
Shares (together with any interest chargeable thereon) may be taken
by either the Company or the Brokers in any jurisdiction in which
the relevant Placee is incorporated or in which any of its
securities have a quotation on a recognised stock exchange.
The foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings are given for the
benefit of the Company as well as each of the Brokers and are
irrevocable. The Brokers, the Company and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings. Each prospective
Placee, and any person acting on behalf of such Placee, irrevocably
authorises the Company and the Brokers to produce this
Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
set forth herein.
Indemnity
By participating in the Equity Placings, each Placee (and any
person acting on such Placee's behalf) agrees to indemnify on an
after tax basis and hold the Company, the Brokers and their
respective affiliates, agents, directors, officers and employees
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 given by the Placee
(and any person acting on such Placee's behalf) in this
Announcement or incurred by the Brokers, the Company or each of
their respective affiliates, agents, directors, officers or
employees arising from the performance of the Placees' obligations
as set out in this Announcement, and further agrees that the
provisions of this Announcement shall survive after completion of
the Equity Placings.
Taxation
The agreement to allot and issue New Ordinary Shares to Placees
(and/or to persons for whom such Placee is contracting as agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the New Ordinary Shares
in question. Such agreement also assumes that the New Ordinary
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer the New Ordinary
Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealing in the
New Ordinary Shares, stamp duty or stamp duty reserve tax or other
similar taxes or duties may be payable, for which neither the
Company nor the Brokers will be responsible and the Placees shall
indemnify the Company and the Brokers on an after-tax basis for any
stamp duty or stamp duty reserve tax or other similar taxes or
duties (together with interest, fines and penalties) in any
jurisdiction paid by the Company or the Brokers in respect of any
such arrangements or dealings. If this is the case, each Placee
should seek its own advice and notify the Brokers accordingly.
Placees are advised to consult with their own advisers regarding
the tax aspects of the subscription for New Ordinary Shares.
The Company and the Brokers are not liable to bear any taxes
that arise on a sale of New Ordinary Shares subsequent to their
acquisition by Placees, including any taxes arising otherwise than
under the laws of the United Kingdom. Each prospective Placee
should, therefore, take its own advice as to whether any such tax
liability arises and notify the Brokers and the Company
accordingly. Furthermore, each prospective Placee agrees to
indemnify on an after-tax basis and hold each of the Brokers and/or
the Company and their respective affiliates harmless from any and
all interest, fines or penalties in relation to stamp duty, stamp
duty reserve tax and all other similar duties or taxes in any
jurisdiction to the extent that such interest, fines or penalties
arise from the unreasonable default or delay of that Placee or its
agent.
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, whether
inside or outside the UK, by them or any other person on the
subscription, acquisition, transfer or sale by them of any New
Ordinary Shares or the agreement by them to subscribe for, acquire,
transfer or sell any New Ordinary Shares.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the Company.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The New Ordinary Shares to be issued pursuant to the Equity
Placings will not be admitted to trading on any stock exchange
other than AIM.
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, this Announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEFIFIIRFIEIII
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June 05, 2020 02:00 ET (06:00 GMT)
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