TIDMVIS
RNS Number : 3392W
Vitesse Media PLC
31 July 2018
Vitesse Media plc
("Vitesse" or the "Company")
PROPOSED ACQUISITION OF THE TRADE AND ASSETS OF
INVESTMENTNEWS
CONDITIONAL PLACING OF UP TO 28,125,000 NEW ORDINARY SHARES AT
80 PENCE PER SHARE (EQUIVALENT TO A PLACING PRICE OF 2 PENCE PER
SHARE PRE-SHARE REORGANISATION) TO RAISE A MINIMUM OF GBP17.7
MILLION AND A MAXIMUM OF GBP22.5 MILLION
PROPOSED SHARE REORGANISATION
PROPOSED CHANGE OF NAME TO BONHILL GROUP PLC
ADMISSION OF THE ENLARGED SHARE CAPITAL TO TRADING ON AIM
AND
NOTICE OF GENERAL MEETING
Vitesse Media plc, the AIM quoted digital media and events
business, is pleased to announce that it has conditionally agreed
to acquire the trade and assets of InvestmentNews and a proposed
conditional placing.
InvestmentNews is one of the market leading Business Information
and Data & Insight brands supporting the US financial adviser
and wealth manager community, and the Acquisition is highly
complementary to all three pillars of the Company's corporate
strategy.
Highlights
-- The Company has entered into a conditional agreement to
acquire the trade and assets of InvestmentNews for a total
consideration of $27.1 million (approximately GBP20.7 million),
subject to adjustment for normalised working capital (the
"Acquisition")
-- The total consideration payable in respect of the Acquisition
shall be satisfied by an initial cash payment of up to $16.1
million (approximately GBP12.3 million) payable on Completion, a
deferred element of $6.0 million (approximately GBP4.6 million)
payable under the Promissory Note and payable in cash over a 35
month period from 31 October 2018, with the balance of up to $5.0
million (approximately GBP3.8 million) being satisfied by the issue
of shares in the Company on Admission at the Placing Price
-- The Company also announces a proposed conditional placing of
a minimum of 22,125,000 New Ordinary Shares and a maximum of
28,125,000 New Ordinary Shares at 80 pence per New Ordinary Share
(equivalent to a placing price of 2 pence per share pre-Share
Reorganisation) (the "Placing Price") to raise a minimum amount of
GBP17.7 million and a maximum of GBP22.5 million (in each case
before expenses) by way of an accelerated bookbuild, which will be
launched immediately following the release of this announcement
(the "Placing")
o Of the maximum sum, up to GBP5 million will be raised through
the EIS/VCT Placing (each defined below) and up to GBP17.5 million
will be raised through the non EIS/VCT Placing (in each case before
expenses)
o Of the minimum sum, at least GBP4.2 million will be raised
through the EIS/VCT Placing and at least GBP13.5 million will be
raised through the non EIS/VCT Placing (in each case before
expenses)
-- The equivalent placing price of 2 pence per share pre-Share
Reorganisation represents a discount of 41.2 per cent. to the
Company's closing mid-price share price on 30 July 2018. The actual
Placing Price at which Placees will subscribe for Placing Shares is
80 pence per Placing Share as this will complete following the
proposed Share Reorganisation
-- Members of the Company's board and senior management, as well
as certain existing significant non-institutional Shareholders,
intend to invest approximately GBP2.3 million in the Placing
-- The Acquisition constitutes a reverse takeover pursuant to
Rule 14 of the AIM Rules for Companies and, as such, is subject to
Shareholders' approval at a general meeting due to be held on 16
August 2018 (the "General Meeting")
-- Each of the Directors who holds Ordinary Shares and certain
Shareholders have given irrevocable undertakings to the Company to
vote in favour of the Resolutions in respect of their entire
beneficial holdings of Existing Ordinary Shares, amounting to, in
aggregate, 86,640,279 Existing Ordinary Shares, representing
approximately 50.35 per cent. of the Existing Ordinary Share
Capital
-- Upon Admission, the Board intends to change the name of the
Company to Bonhill Group plc and to undertake the Share
Reorganisation, subject to Shareholders' approval at the General
Meeting
Vitesse overview
The Company is an AIM quoted leading B2B media business
specialising in Business Information, Live Events and Data &
Insight across three business communities, Technology; Financial
Services; and Diversity. Since August 2017, the Company's board of
directors has undergone significant change and a new senior
management team has been appointed. The Company now has in place an
experienced board of directors and senior management team of the
necessary quality, skill and substantial expertise, together with
the required strategy, processes, infrastructure and controls to
build and maintain a business of significant scale.
The Company's corporate strategy is to transition to long term,
"must have", recurring revenue streams through:
-- building market leading brands within its chosen business communities;
-- developing high value core propositions; and
-- and expanding beyond the UK and into large, or fast growing, international territories.
Vitesse's chosen business communities share the following
characteristics: significant scale; fast growing and rapidly
innovating; and global coverage.
Proposed acquisition of InvestmentNews
InvestmentNews is one of the market leading Business Information
and Data & Insight brands supporting the US financial adviser
and wealth manager community. Since its launch in 1997 as a weekly
publication, InvestmentNews has expanded the engagement with its
community through the launch of an award-winning website, live
events and research and data offerings.
InvestmentNews is a US market leader among its peer group
measured by the number of advertisement pages, size of digital
audience, amount of website traffic and the number of paid
subscribers and event attendees.
It is a key information source for US based advisers, which
consists of over 300,000 financial advisers, investment advisers,
wealth managers, securities brokers, insurance, accounting,
banking, law and other financial planning/investment professionals
with over 150,000 weekly readers of its InvestmentNews publication,
on average 545,000 unique monthly users, 1.6 million monthly page
views of its InvestmentNews.com website and over 1,250 attendees
annually to its live events. The business has 42 staff members and
is headquartered in New York.
InvestmentNews has a number of attributes which Vitesse believes
make it a highly attractive acquisition for the Company,
namely:
-- it is active in the significant US financial advisory and
wealth management sector which the Directors believe has further
potential for growth;
-- it is a leading B2B media brand in that sector;
-- it has existing high margin revenue streams;
-- it has the potential to expand its Live Events and Data & Insight propositions;
-- the business has been underinvested while having the
potential for accelerated organic growth and accretive
acquisitions; and
-- it has an experienced management team.
Proposed Placing
Vitesse, today announces its intention to raise equity funding
of a minimum of GBP17.7 million and a maximum of GBP22.5 million
which will be used for the purpose of funding the initial cash
element of the consideration and the initial commitment fee payable
to the Sellers, enhancing the Enlarged Group's technology platform,
funding the costs of the Acquisition and Placing and for general
working capital requirements, through the issue of a minimum of
22,125,000 New Ordinary Shares and a maximum of 28,125,000 New
Ordinary Shares (the "Placing Shares") at the Placing Price.
As part of the Placing, Placing Shares will be issued to certain
Placees seeking relief under the Enterprise Investment Scheme (the
"EIS Placing") and to companies that are approved as Venture
Capital Trusts (the "VCT Placing"). The Placing Shares issued as
part of the EIS Placing and the VCT Placing will be unconditionally
issued to the relevant Placees the day prior to the expected date
of Admission, so that Placees investing as part of the EIS Placing
and the VCT Placing should be able to benefit from tax advantages
pursuant to the EIS rules and the VCT rules as governed by
HMRC.
The Placing is conditional, inter alia, upon:
-- the resolutions which are to be proposed at the General
Meeting being passed (the "Resolutions");
-- the Placing Agreement becoming unconditional in all respects
save for Admission and not having been terminated;
-- save in respect of the EIS Placing and VCT Placing Shares,
the Acquisition Agreement being unconditional in all respects (save
for any conditions that relate to Admission and the Placing
Agreement); and
-- save in respect of the EIS Placing and VCT Placing Shares,
the Placing Shares being admitted to trading on AIM
("Admission").
The Company has received irrevocable undertakings to vote in
favour of the Resolutions from each of the Directors who hold
shares in the Company and certain Shareholders which in aggregate
represent 50.35 per cent. of the Existing Ordinary Share
Capital.
The Placing is currently expected to conclude on or before 4:30
p.m. on 31 July 2018, with Admission becoming effective on or
around 17 August 2018. A further announcement will be made
following completion of the Placing.
The Placing will open with immediate effect following this
announcement. The number and allocation of Placing Shares is at the
discretion of the Brokers and a further announcement confirming
these details will be made in due course. Members of the public are
not entitled to participate in the Placing and none of the Placing
Shares are being offered or sold in any jurisdiction where it would
be unlawful to do so.
Vitesse has entered into a placing agreement (the "Placing
Agreement") with Stockdale Securities Limited ("Stockdale") and
Canaccord Genuity Limited ("Canaccord Genuity") who are acting as
joint brokers in relation to the Placing (the "Brokers"). Pursuant
to the Placing Agreement, each of Stockdale and Canaccord Genuity
has agreed, in accordance with its terms, to use reasonable
endeavours to place the Placing Shares with certain new and
existing institutional and other investors. The Placing is not
underwritten.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu with the New Ordinary Shares arising
pursuant to the Share Reorganisation including the right to receive
all future dividends and distributions declared, made or paid by
reference to a record date falling after their issue. The issue of
the Placing Shares is pursuant to the authorities to be granted at
the General Meeting to be held on 16 August 2018.
The Company will apply for the Placing Shares to be admitted to
trading on AIM. It is expected that settlement of these shares will
take place and that trading will commence at 8:00 a.m. on 17 August
2018.
The Company has applied for advance assurance from HMRC that the
EIS Placing Shares and the VCT Placing Shares will rank as
"eligible shares" for the purposes of EIS and will be capable of
being a "qualifying holding" for the purposes of investment by
VCTs. However, none of the Company, the Directors or any of the
Company's advisers give any warranty or undertaking that such
advance assurance will be granted or that such reliefs will be
available and not withdrawn at a later date.
Further details of the Placing Agreement can be found in the
terms and conditions of the Placing contained in the Appendix to
this announcement (which forms part of this announcement).
By choosing to participate in the Placing and by making a verbal
offer to acquire Placing Shares, investors will be deemed to have
read and understood this announcement (including the Appendix) in
its entirety and to be making such offer on the terms and subject
to the conditions in this announcement, and to be providing the
representations, warranties and acknowledgements contained in the
Appendix.
Your attention is drawn to the detailed terms and conditions of
the Placing set out in the Appendix to this announcement.
Simon Stilwell, Chief Executive of Vitesse, commented:
"We are delighted to announce the acquisition of InvestmentNews.
Since I joined Vitesse last year, we have overhauled the management
team as well as the strategy and this is the first major step in
executing on our growth plan.
"InvestmentNews is a leading brand in its community, it fits
well into the Vitesse stable and provides the Company with the
opportunity to pursue other bolt on opportunities to expand,
especially in its events business. Its American presence further
allows us to expand our reach geographically, a key aspect of our
future strategy.
"We look forward to building InvestmentNews into our existing
communities as we shape Vitesse into the leading media, data and
events leader we believe it can be."
KC Crain, President and Chief Operating Officer of Crain,
commented:
"We launched InvestmentNews in 1997 and it has grown to become
the market leader in Business Information, Live Event and Data
& Insight for the Financial Adviser and Wealth Manager
community in the United States. We are delighted to have chosen
Vitesse as the new owner for the InvestmentNews brand and are
confident that both customers and staff will be extremely well
served with the business under their stewardship."
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR").
-ends-
For further enquiries please contact:
Vitesse Media plc +44 (0)20 7250 7035
Simon Stilwell, Chief Executive
David Brown, Group Finance Director
Stockdale Securities Limited (Nominated
Adviser and Joint Broker) +44 (0)20 7601 6100
Tom Griffiths
Ed Thomas
David Coaten
Canaccord Genuity Limited (Joint Broker)
Simon Bridges
Richard Andrews
Ben Griffiths (ECM)
Sam Lucas (ECM) +44 (0)20 7523 8000
Taurus London (Lead Adviser) +44 (0)20 7959 7000
Peter Tracey
Tom Fyson
Tom Marriage
Belvedere Communications (Financial PR) +44 (0)20 3567 0510
John West
Cat Valentine
Kim van Beeck
About Vitesse Media plc
Vitesse Media plc is an AIM-quoted leading B2B media business
specialising in three key areas: Business Information, Live Events
and Data and Insight in three key sectors: Technology, Financial
Services and Diversity. Vitesse's ambition is to create content
that informs, communities that engage and brands that inspire in
order to enable a better business environment for our sponsors and
clients.
Vitesse's flagship titles include SmallBusiness.co.uk, Growth
Company Investor, Information Age, GrowthBusiness.co.uk and What
Investment. Vitesse Media is also responsible for a growing
portfolio of high-profile events, including The Quoted Company
Awards, Women in IT Awards and British Small Business Awards,
amongst others.
For more information visit www.vitessemedia.com
The Company's Admission Document, will be published on the
Company's website and posted to shareholders later today.
Introduction
The Company has entered into a conditional agreement to acquire
the trade and assets of InvestmentNews for a total consideration of
$27.1 million (approximately GBP20.7 million), subject to
adjustment for normalised working capital, of which $22.1 million
(approximately GBP16.9 million) will be satisfied in cash and up to
$5.0 million (approximately GBP3.8 million) will be satisfied by
the issue by the Company to the Sellers of the Consideration
Shares. Of the cash consideration payable in respect of the
Acquisition, an initial amount of up to $16.1 million
(approximately GBP12.3 million) is payable on Completion with the
Deferred Consideration of $6.0 million (approximately GBP4.6
million) to be paid over a 35 month period from 31 October 2018
pursuant to the terms of the Promissory Note to be entered into on
Completion. The Company also announces that it is raising a minimum
of GBP17.7 million and a maximum of GBP22.5 million (in each case
before expenses) by way of a conditional placing of a minimum of
22,125,000 New Ordinary Shares and a maximum of 28,125,000 New
Ordinary Shares at 80 pence per New Ordinary Share (equivalent to a
placing price of 2 pence per share pre-Share Reorganisation). The
Acquisition constitutes a reverse takeover pursuant to Rule 14 of
the AIM Rules for Companies and, as such, is subject to
Shareholders' approval at the General Meeting.
Upon Admission, the Company intends to change its name to
Bonhill Group plc, subject to Shareholders' approval at the General
Meeting.
In order to improve the perception, liquidity and marketability
of the Ordinary Shares, the Board is also proposing a share
reorganisation, subject to Shareholders' approval at the General
Meeting. Further details
of the Share Reorganisation are set out below.
Background on the Company
On 11 August 2017, Vitesse announced the appointment of Simon
Stilwell as its Chief Executive and a proposed placing, which
subsequently raised GBP2.15 million before expenses, the proceeds
of which were used to repay the Company's then indebtedness and for
working capital purposes. In particular, the proceeds were used to
fund the development of the Company's live events business
(including the 'Women in "..."' series), expand the capabilities of
the Company's existing digital platforms, fund new business
development and to explore acquisition opportunities.
Since completion of the 2017 Placing, the Company's board of
directors has undergone significant change. Between October 2017
and January 2018, Edward Riddell was appointed as Group Finance
Director; Anne Donoghue and Fraser Gray were appointed as
Non-Executive Directors; and Neil Sachdev was appointed as
Non-Executive Chairman. In addition, the Company made three senior
management appointments, namely James Robson as Chief Operating
Officer, Clive Brett as Chief Technology Officer and Lawrence
Gosling as Editorial Director. On 24 April 2018, it was announced
that Edward Riddell had indicated his intention to resign as a
director of the Company following publication of the Company's
audited financial statements for the year ended 31 March 2018, and
on 29 May 2018 David Brown was appointed as Group Finance Director.
The Directors believe that the Company now has a management team
with the skills and experience necessary to make a success of its
increasingly diverse business.
The Company's new senior management team has:
-- refocused the Company's corporate strategy to position it for growth;
-- revised the Company's business model, chosen business
communities and core propositions: the Company's existing brands
are being refocused and reinvigorated, including the re-launch of
information-age.com (a website for chief technology officers and
the technology industry), while the Company has also recently
launched its DiversityQ brand and website, www.DiversityQ.com, to
form the centerpiece of its proposition to the Diversity business
community;
-- reviewed the Company's organisational structure, employee
competences and business processes;
-- accelerated the Company's focus on signing multi-year,
multi-location contracts with major international brands; and
-- invested in new technology infrastructure: the Company has
started to invest in a new technology platform which the Company
believes will enable it to grow existing revenue streams and, in
due course, generate new ones. In addition, they believe the new
technology infrastructure will improve the Company's operational
efficiency, ensure IT security, strengthen corporate governance and
underpin the Company's role as a trusted partner in its chosen
communities.
The Directors believe that the Company now has in place a board
of directors and experienced senior management team of the
necessary quality, skill and substantial expertise, together with
the required strategy, processes, infrastructure and controls to
build and maintain a business of significant scale.
Corporate strategy
The Company's corporate strategy is to transition to long term,
"must have", recurring revenue streams through:
-- building market leading brands within its chosen business communities:
-- developing high value core propositions; and
-- expanding beyond the UK and into large, or fast growing, international territories.
Chosen business communities
The Company's chosen business communities, which are set out
below, share the following characteristics:
-- significant scale;
-- fast growing and rapidly innovating; and
-- global coverage.
1) Technology
-- The Board believes that the Company's established Information
Age brand and its technology events, such as the Data Leadership
Summit and Tech Leaders Awards, provide it with both UK and
international market presence to grow existing, and launch new,
Live Events and create new Data & Insight products that will
provide the international chief technology officer community with
valuable insights and guidance on the rapid growth and innovation
taking place across the global technology industry.
-- The global technology sector is forecast to grow to $3.0 trillion in 2018.(1)
-- The UK technology sector grew 2.6 times faster than the rest
of the UK economy between 2016 and 2017, with the UK being the
number one destination for technology start-up employees in
Europe.(2)
-- In the UK, total investment and number of deals in digital
technology companies in 2016 increased to GBP3.3 billion over 2,645
deals, while between September 2016 and August 2017, the UK was in
the top three countries for total capital invested in digital
technology companies behind only the US and China.
-- The Technology sector is subject to rapid change and
innovation with key trends in 2018 including AI, blockchain,
cybersecurity, edge computing, immersive technologies (such as
augmented and virtual reality), IoT and quantum computing.
([1]) Source: Forrester Research October 2017
(2) Source: Tech Nation 2018 Report
2) Financial Services
-- The Board believes that Vitesse, with its existing brands,
such as What Investment, GrowthBusiness.co.uk and the Investor
Allstars, and key customers such as Fidelity, Invesco, Artemis and
Aberdeen Standard, is well placed to assist the Financial Services
community in navigating through, and adapting to, the rapidly
changing business environment that it is facing.
-- The UK Government estimated that the financial and insurance
services sector contributed approximately GBP119 billion in gross
value to the UK economy in 2017.(3)
-- In 2018, global wealth of high net worth ("High-Net-Worth")
individuals grew by 10.6 per cent, the sixth consecutive year in
succession, surpassing the $70 trillion threshold for the first
time. The US remained the largest single country contributor to
global High-Net-Worth wealth with its population of High-Net-Worth
individuals increasing by 10.2 per cent. in 2017 to 5.3 million
people, and their total wealth growing by 10.5 per cent. to $18.6
trillion. Asia-Pacific was the world's fastest growing region
growing by 12.1 per cent. in 2017 to 6.2 million people with their
wealth growing by 14.8 per cent. to $21.6 trillion. The traditional
Financial Services industry is facing a range of challenges,
including increasing and changing regulation, competition from new
entrants, pressure on fees, growing disintermediation and the
impact of evolving technology, such as mobile payments and cyber
security.(4)
(3) Source: House of Commons Briefing Paper - Financial
services: contribution to the UK economy - 25 April 2018
(4) Source: Capgemini - World Health Report 2018
3) Diversity
-- With the growth of its Diversity events portfolio and launch
of its new DiversityQ brand, the Board believes that the Company is
well placed to play a significant role, and to build a business of
scale, in the B2B Diversity sector.
-- Diversity in the workplace, ranging across gender, physical
abilities, race, ethnicity, sexual orientation, age and
socio-demographic issues, has become a significant focus for the UK
Government, the business community and the general public.
-- Businesses are increasingly addressing the Diversity agenda
following a number of high profile events, including female board
under-representation and UK gender pay gap reporting.
-- The issue that many businesses are now grappling with is not
how to 'deal with' workplace issues raised by the Diversity agenda,
but rather how to embrace diversity within their own organisations,
create an inclusive and diverse workforce, working environment and
culture, and engage that diverse workforce to maximise productivity
through employee satisfaction and, consequently, enhance corporate
earnings.
-- Research has shown that companies in the top quartile for
gender diversity on their executive teams are 21 per cent. more
likely to have above average profitability than companies in the
bottom quartile. For ethnic/cultural diversity, top quartile
companies are 33 per cent. more likely to outperform on
profitability than companies in the bottom quartile, and companies
with the most ethnically/culturally diverse boards worldwide are 43
per cent. more likely to experience higher profits than those in
the bottom quartile.(5)
(5) Source: McKinsey - Delivering through diversity (Jan
2018)
-- In its financial year ended 31 January 2015, in response to
the rising importance of Diversity within boardroom priorities,
Vitesse launched the Women in IT Awards in London to recognise the
outstanding innovation achieved by women in the IT industry. The
event attracted 412 attendees. The following year, the Company
expanded the franchise by launching the Tomorrow's Tech Leaders
careers fair in London with those two events, in the fourteen month
period ended 31 March 2017, attracting, in aggregate, 1,140
attendees and generating a social media reach of approximately 3.6
million individuals.
-- In response to the increasing focus on Diversity (as noted
above), the Company accelerated both the number and scale of its
Diversity events, as a result, in the year ended 31 March 2018,
Vitesse ran four Diversity events in the UK and USA, attracting, in
aggregate, 2,490 attendees, generating a social media reach of 10.5
million individuals. In the financial year ending 31 December 2019,
the Company is intending to run, in aggregate, fourteen Diversity
events in the UK, Ireland, USA and Singapore, aiming to attract a
total of approximately 6,500 attendees. The Company's Diversity
event portfolio will comprise six events in the Women in IT series,
two Women in Finance Awards events, two Women in Asset Management
events and four other Diversity events.
-- In June 2018, the Company launched DiversityQ.com to act as a
focus for its Diversity events and developing Business Information
and Data & Insight propositions.
Core propositions
The Company aims to support its chosen business communities
through the provision of three inter-related and complementary core
propositions, being Business Information, Live Events and Data
& Insight, each of which has multiple revenue generating
opportunities. These propositions are core constituents of the
global B2B media market which grew by approximately 3 per cent. in
2017 to $189 billion and is forecast to continue to grow at a CAGR
of 3 per cent. between 2017 and 2022 to $217.5 billion. The UK B2B
media market was valued at $8.75 billion in 2017 and is forecast to
grow to $9.3 billion in 2022.
Business Information
-- The Company's websites comprise DiversityQ.com, GrowthBusiness.co.uk, GrowthCompany.co.uk, Information-Age.com, SmallBusiness.co.uk, Taxguides.co.uk and WhatInvestment.co.uk. Vitesse has one digital magazine, Growth Company Investor, and a single print publication, What Investment.
-- These propositions generate revenues from sponsorship and advertising, affiliate marketing, brand/content licensing, subscriptions and membership fees.
-- The global B2B Business Information market grew by
approximately 1 per cent. in 2017 to $15.9 billion and is forecast
to grow at a CAGR of 1.8 per cent. between 2017 and 2022 to $17.3
billion. (6)
Live Events
-- In the current financial year, the Company intends to run the
following events: the Women in IT Awards series in the UK, Ireland,
the USA (New York and Silicon Valley) and Asia (Singapore); the
Women in Finance series in the UK and Ireland; the Women in Asset
Management series in the US and Asia; the Investor Allstars series
in the UK and USA; the Grant Thornton Quoted Company Awards; the
British Small Business Awards; the Tech Leaders Awards; and the
Data Leaders Awards and the Future Stars of Tech.
-- It also intends to run the following careers fairs,
conferences and summits: Tomorrow's Tech Leaders Today; the Tech
Apprenticeship day; the Festival of Small Business Conference;
Biocapital Europe; the Tech Leaders Summit; the Data Leadership
Summit and the Diversity and Inclusion Directors Summit.
-- These events generate revenues from sponsorship, delegate, and lead generation fees;
-- The global B2B trade shows market grew by approximately 4 per
cent. in 2017 to $31.7 billion and is forecast to grow at a CAGR of
4 per cent. between 2017 and 2022 to $38.4 billion. (6)
(6) Source: PwC - Business-to-Business Report 2018
Data & Insight
-- The Company's brands produce research, surveys and white
papers such as the Information Age GDPR reports and directories and
databases, such as the Small Business Grants.
-- The Company also intends to launch a series of data products
and workflow solutions and to offer bespoke consultancy services
across all three of its chosen business communities which the
Directors believe will further embed Vitesse's brands within those
communities, provide cross selling opportunities with its other
core propositions and generate long term recurring revenue streams
for the Company.
-- These products can generate revenues, including one-off fees,
retainers, subscriptions and licensing.
-- The global B2B Data & Insight market grew by
approximately 4 per cent. in 2017 to approximately $102.7 billion
and is forecast to grow at a CAGR of 3.7 per cent. between 2017 and
2022 to approximately $123.1 billion.
International expansion
The Directors believe that there is material scope for the
Company to expand its international footprint. They anticipate
being able to successfully develop and expand the Company's
existing properties into overseas territories, as demonstrated with
the extension of the 'Women in "..."' series from the UK into the
US. This territory expansion will be supported by an increasing
focus on signing multi-year, multi-location contracts with major
international brands such as BP, Frank Recruitment and the London
Stock Exchange. In particular, the Board also believes that there
is significant further potential for the Company to build on its
recent success with Women in IT USA, with further expansion into
the US, the world's largest B2B media, technology and financial
services markets, and, secondly, to expand into Asia, the world's
fastest growing region.
New technology platform
The Board believes that technology is critical to the successful
implementation of its corporate strategy. Therefore, the Company
intends to invest part of the net proceeds from the Placing into
upgrading and installing a new integrated technology platform which
the Directors believe should enable it to generate greater
recurring revenue streams, reduce its cost base and, therefore
produce higher margins and enhanced profits.
The new technology platform will allow the Company to interact
directly with its business communities, generate a single customer
view across all of its propositions and improve audience
intelligence and insight, leading to the Company creating better
targeted content which should attract a larger, more engaged,
audience. This, in turn, should result in:
a) revenue and margin improvement
through:
-- improving the Company's existing products which should
generate increased advertising, sponsorship and lead generation
volumes and yields, greater subscription revenues and higher
delegate numbers;
-- new product development leading to more engaging business
information, better targeted new live event launches, greater value
and higher margin data and insight products and improved
cross-selling between products, increasing revenue per brand;
and
-- creating workflow management tools which should lead to
higher renewal rates and improved margins, and should provide
greater opportunities to upsell new products; and
b) cost savings
through improved productivity and speed to market, operational
efficiencies, cost effective delivery mechanisms embedded into
clients' workflows and better business controls.
-- A new technology platform will also provide the Company with
best practice IT security and assist with corporate governance,
reduce business risks and assist strategic decision making.
Acquisition strategy
For the past nine months, the Board has been exploring potential
acquisitions of complementary businesses which are aligned to the
Company's business communities, core propositions and territory
focus.
The Board believes that the InvestmentNews acquisition
represents a transformational opportunity for the Company, which is
consistent with the Company's corporate strategy, and provides a
market leading asset of scale.
Summary information on InvestmentNews
InvestmentNews is a market leading Business Information and Data
& Insight brand supporting the US financial adviser and wealth
manager ("FA/WM") community. Since its launch in 1997 as a weekly
publication, InvestmentNews has expanded the engagement with its
community through the launch of an award-winning website, live
events and research and data offerings. InvestmentNews is a US
market leader among its peer group measured by the number of
advertisement pages, size of digital audience, amount of website
traffic and the number of paid subscribers and event attendees.
InvestmentNews is a key information source for US based advisers,
which consists of over 300,000 financial advisers, investment
advisers, wealth managers, securities brokers, insurance,
accounting, banking, law and other financial planning/investment
professionals with over 150,000 weekly readers of its
InvestmentNews publication, on average 545,000 unique monthly
users, 1.6 million monthly page views of its InvestmentNews.com
website and over 1,350 attendees annually to its live events. The
business has 42 staff members and is headquartered in New York.
InvestmentNews has a number of attributes which the Board
believes make it a highly attractive acquisition target for
Vitesse:
-- it is active in the significant US financial advisory and
wealth management sector which the Directors believe has further
potential for growth;
-- it is one of the leading B2B media brand in that sector;
-- it has existing high margin revenue streams;
-- it has the potential to expand its Live Events and Data & Insight propositions;
-- the business has been underinvested while having the
potential for accelerated organic growth and accretive
acquisitions; and
-- it has an experienced management team.
For the year ended 31 December 2017, InvestmentNews reported
audited revenues of $16.754 million (2016: $17.244 million), and
profit before tax of $0.670 million (2016: $0.567 million), prior
to an allocated central cost of $4.428 million, which, for the
twelve months following Completion, is estimated to be
approximately $1.114 million.
Reasons for the Acquisition
The Board believes that the Acquisition is highly complementary
to all three pillars of the Company's corporate strategy, as set
out below.
Chosen business communities: Strength in Financial Services and
Diversity communities
The Company has an established market presence within the UK
Financial Services business community with brands such as What
Investment, Growth Company Investor and the Quoted Company Awards
catering to the UK investor and global asset manager community by
covering topics such as stocks, funds, markets, asset allocation
and pensions and retirement planning. InvestmentNews complements
those offerings as a market leading brand catering to a similar
community in the US financial advisory and wealth management
sector, providing information and insight on issues such as
investments, insurance, brokerdealers and retirement.
The Company also has a number of brands within its Financial
Services business community, such as SmallBusiness.co.uk and
GrowthBusiness.co.uk that provides business improvement and
financial advice to owners and managers of small and medium sized
enterprises. Similarly, InvestmentNews provides guidance to its
community on practice management to enable members of that
community to improve the operational effectiveness of their
businesses.
The Company has also had significant recent success in the
Diversity sector, growing brands such as Women in IT and Women in
Finance, both in the UK and overseas. InvestmentNews has also been
active in the Diversity sector, launching events such as the Women
Advisor Summit for women working in the US financial services
sector.
The Board believes that there are a range of opportunities for
the Company to deploy its expertise and experience to support
InvestmentNews in growing its market share among both the US
Financial Services and Diversity communities.
Core propositions: Complementary fit across all three core
propositions
Business Information - the Company's management team has
significant experience in both print and digital publishing. Whilst
the Company's Business Information propositions are predominantly
digitally focused, with brands such as growthcompany.co.uk, it also
has one legacy print/digital brand, What Investment. Both
organisations produce a similar range of written news, features,
analysis, guides and e-newsletters, as well as video 'webinars' and
'talking heads'.
Live Events - the Company has a well-established series of live
events and an experienced events team that has had significant
recent success within the UK and overseas in launching and growing
its events portfolio, including the Investor Allstars Awards and
summits, such as the Tech Leaders Summit. InvestmentNews has a more
limited live events team, although it organises similar types of
events, such as the Women to Watch Awards and the Retirement
Investment Summit.
Data - InvestmentNews also has a suite of benchmarking studies
together with a range of other data products, which it is planning
to expand. The Company is in the process of developing its own Data
& Insight propositions across its business communities and
InvestmentNews' existing research and data propositions provide
tried and tested models to follow.
The Board believes that there is a strong complementary fit
between the Company's and InvestmentNews' core propositions and
that the Company's management team will be able to utilise its
skills and experience to significantly enhance the InvestmentNews
business.
International territories: Expansion into the USA
The USA is the largest B2B media, as well as the largest
financial services, market on a per country basis in the world. The
Board believes that the acquisition of InvestmentNews will enable
the Company to build on its recent success of launching the Women
in IT series in the US and will provide it with a platform and
permanent presence from which to expand InvestmentNews' market
share within the US Financial Services and Diversity communities,
to grow existing, and launch new, propositions; and to acquire new
assets and/or businesses.
Potential synergies for the Enlarged Group
The Board has identified certain revenue synergies which it
believes could be realised across the Enlarged Group,
including:
-- leveraging the Company's new technology platform and the
management team's digital experience and expertise to improve
InvestmentNews' audience targeting, increase advertising return on
investment and continue to grow custom activities with the asset
manager and insurance community;
-- applying the Company's live events expertise to
InvestmentNews' smaller events portfolio with a view to increasing
the quality, quantity and scale of events, growing revenues and
improving margins;
-- increasing InvestmentNews' community insight and intelligence
to improve and develop the business' existing, and to launch new,
Data & Insight propositions that should generate higher margin,
recurring revenues;
-- increasing focus on multi-year, cross-proposition and
cross-border revenue opportunities from major global asset managers
and other major international brands, such as Fidelity, Aberdeen
Standard Investments and Schroders; and
-- providing the Company with a platform to expand its Diversity
proposition and for further 'bolt-on' acquisitions in the US.
The Board has also identified a range of potential cost
synergies which it believes could be generated across the Enlarged
Group:
-- applying the Company's print publishing expertise to generate
cost savings across the Enlarged Group's print cost base;
-- enabling the editorial teams across the Enlarged Group to
work collaboratively on combined propositions;
-- extending the Company's new technology platform across the
Enlarged Group, to generate operating efficiencies; and
-- allocating central overheads, including the Company's
management team and central support services, across the Enlarged
Group.
Summary of the terms of the Acquisition
Under the Acquisition Agreement, Indigo Opco has agreed to
acquire from the Sellers the trade and certain related assets of
InvestmentNews (together with the assumption of certain related
liabilities) for a total consideration of $27.1 million
(approximately GBP20.7 million), subject to adjustment for
normalised working capital at Completion, of which $22.1 million
(approximately GBP16.9 million) will be satisfied in cash and up to
$5.0 million (approximately GBP3.8 million) will be satisfied by
the issue by the Company to the Sellers of the Consideration
Shares.
Of the cash consideration payable in respect of the Acquisition,
an initial amount of up to $16.1 million (approximately GBP12.3
million) is payable on Completion with the Deferred Consideration
of $6.0 million (approximately GBP4.6 million) to be paid over a 35
month period from 31 October 2018 pursuant to the terms of the
Promissory Note to be entered into on Completion. The Deferred
Consideration is payable by Indigo Opco in 35 equal consecutive
monthly instalments of $171,428.57 plus accrued interest thereon at
an initial rate of six per cent. per annum increasing to eight per
cent. per annum with effect from 31 December 2018. In addition, the
Company will pay to the Sellers a transaction commitment fee of
$175,000 on Completion, which is payable irrespective of whether
the Acquisition completes, save in circumstances relating to the
Sellers' default.
The Consideration Shares are being valued at the same price as
the Placing Price and will be issued to Crain free from any and all
liens, charges and encumbrances and ranking in full for all
dividends or other distributions declared, made or paid on the
share capital of the Company after Admission, and ranking pari
passu in all other respects with the other New Ordinary Shares.
In order to maintain an orderly market in the Ordinary Shares,
Crain has agreed with the Company not to dispose of any of the
Consideration Shares for a period of 18 months following the date
of Admission (save in certain limited circumstances, such as in the
case of a takeover of the Company, a court sanctioned scheme of
arrangement, or a purchase by the Company of its own shares). Crain
has also agreed with the Company that, for the period of 18 months
following the date of Admission, it will exercise all of its voting
rights attaching to the Consideration Shares to vote in favour of
any Shareholders' resolution proposed by the Board at any general
meeting of the Company, and not exercise any such voting rights in
respect of any such resolution contrary to the recommendation of
the Chairman of the Company. By way of a reciprocal commitment,
those members of the Company's executive senior management team who
are subscribing for Placing Shares (Simon Stilwell, David Brown,
James Robson and Lawrence Gosling) have, in relation to those
shares, each separately agreed with Crain not to dispose of their
respective holdings of Placing Shares (save in the same limited
circumstances described above in relation to the restrictions
agreed to by Crain in respect of the Consideration Shares). These
restrictions expire on the earlier of (a) 18 months following the
date of Admission; (b) the date on which Crain ceases to hold any
Consideration Shares; and (c) the date on which any of them ceases
to be employed by the Group (in which case the restrictions shall
cease to apply to that individual only).
Completion of the Acquisition Agreement is conditional upon,
amongst other things, (i) the passing of the Resolutions; (ii) the
Placing; and (iii) Admission, all to be satisfied on or before 17
September 2018. The parties also have the right to terminate the
Acquisition Agreement in the event of a material breach by the
other.
The Acquisition Agreement contains customary representations and
warranties provided by the Sellers in respect of themselves and
InvestmentNews, subject to certain financial and other limitations.
Indigo Opco has provided a more limited set of representations and
warranties in respect of itself to the Sellers, subject to similar
limitations. The Sellers have also agreed to conduct the
InvestmentNews business in the ordinary course for the period from
the date of the Acquisition Agreement until Completion.
The Sellers and Indigo Opco have each entered into three year
post-Completion restrictive covenants for the protection of their
respective businesses.
The Company has agreed to guarantee the performance by Indigo
Opco of its payment obligations under the Acquisition Agreement,
and each of the Company and Indigo Holdco has agreed to guarantee
the performance by Indigo Opco of its obligations in relation to
the Deferred Consideration payable under the Promissory Note.
Furthermore, as security for the performance by Indigo Opco of all
of its obligations under the Promissory Note, Indigo Opco has
agreed to provide a continuing first-priority lien and security
interest to Crain over all of its assets and Indigo Holdco has
agreed to provide a continuing first-priority lien and security
interest to Crain over all of its interests in Indigo Opco.
The Promissory Note also contains a number of customary
covenants from Indigo Opco and Indigo Holdco in favour of Crain,
including in relation to compliance with applicable laws and
restrictions on incurring debt, granting security, declaring
dividends and making distributions, acquisitions and disposals,
intra-group repayments and related party transactions. In addition,
the events of default under the Promissory Note include, amongst
others, failure to pay, insolvency and bankruptcy of any obligor,
change in ownership of Indigo Opco or Indigo Holdco and cross
default provisions in relation to failure to pay any undisputed
amounts due by Indigo Opco under the TSA.
Summary of the terms of the Transition Services Agreement
In order to preserve the continuity of the Target Business
following Completion, Indigo Opco and Crain have agreed to enter
into the TSA with effect from Completion.
Pursuant to the terms of the TSA, Crain has agreed to provide
Indigo Opco with interim printing and distribution, technology,
finance and operations support services. The services are to be
provided for a two year period following Completion, subject to
earlier termination by Indigo Opco on 30 days' notice in respect of
services designated as "short term services" and 90 days' notice in
respect of services designated as "long term services". In the case
of "long term services", notice of termination may not be given
until at least three months following Completion. The TSA is also
subject to termination by either party in the event of a breach of
a material obligation by the other.
In consideration for the provision of these services, Indigo
Opco has agreed to pay to Crain on a monthly basis an annualised
fee of $752,983 plus a percentage of total reprint revenue in 2018,
$768,000 plus a percentage of total reprint revenue in 2019 and
$783,300 plus a percentage of total reprint revenue in 2020. This
is based on the assumption that all of the services are provided
throughout the relevant period and that the financial and
volumetric forecasts of the operations of InvestmentNews are
substantially in accordance with the current forecasts agreed
between the parties. The fees payable are also subject to
adjustment in various circumstances, including, for example, where
a particular service is terminated, or where agreed service levels
in terms of availability, quality and response times are not
met.
Share Reorganisation
Today, the Existing Ordinary Share Capital comprises 172,061,632
Existing Ordinary Shares.
The Directors believe that the Share Reorganisation is in the
best interests of the Company, and that it will improve the
perception, liquidity and marketability of the New Ordinary Shares,
resulting in a more appropriate number of shares given the
Company's size.
Under the Share Reorganisation it is proposed that:
i every Existing Ordinary Share be sub-divided and redesignated
as one ordinary share of 0.025 pence and 39 deferred shares of
0.025 pence each; and
ii every 40 resulting ordinary shares be consolidated into one
New Ordinary Share and every 360 resulting deferred shares be
consolidated into one New Deferred Share.
Accordingly, the proportion of New Ordinary Shares held by each
Shareholder on the Record Date in the issued share capital of the
Company immediately after the Share Reorganisation (but prior to
the Placing) will, save for fractional entitlements (which are
discussed further below), be the same as the proportion of New
Ordinary Shares held by each such Shareholder in the issued
ordinary share capital of the Company immediately before the Share
Reorganisation. The Share Reorganisation will result in an issued
ordinary share capital of 4,301,541 New Ordinary Shares prior to
the issue of the Placing Shares.
The nominal value and rights attaching to the New Ordinary
Shares and the New Deferred Shares will be the same as the Existing
Ordinary Shares and the Existing Deferred Shares, respectively. The
New Ordinary Shares arising from the Share Reorganisation will
trade on AIM in place of the Existing Ordinary Shares at
Admission.
Issue of additional Existing Ordinary Shares
Following the passing of the relevant resolutions at the General
Meeting but before the Share Reorganisation becomes effective, the
Company intends to issue such number of additional Existing
Ordinary Shares (up to a maximum of 359 Existing Ordinary Shares)
as will result in the total number of Existing Ordinary Shares in
issue being exactly divisible by 40. Based on the current issued
share capital of the Company, the Company expects to issue an
additional 8 Existing Ordinary Shares.
Fractional entitlements
In the event that the number of Existing Ordinary Shares held by
a Shareholder is not divisible by 40, the Share Reorganisation will
generate an entitlement to a fraction of a New Ordinary Share. Any
New Ordinary Shares in respect of which there are such fractional
entitlements will be aggregated and sold in the market for the best
price reasonably obtainable, and the net proceeds of such sale
distributed in due proportion among those Shareholders entitled to
fractions of a New Ordinary Share, except that any amount otherwise
due to a member of less than GBP5 will be retained for the benefit
of the Company. Given the current share price per Existing Ordinary
Share, it is anticipated that the net proceeds of sale attributable
to each relevant Shareholder will be less than GBP5 and,
accordingly, there will be no distribution of any net proceeds of
sale to such Shareholders.
Any Shareholder holding fewer than 40 Existing Ordinary Shares
at the Record Date will cease to be a Shareholder. The minimum
threshold to receive New Ordinary Shares will be 40 Existing
Ordinary Shares.
Any New Deferred Shares in respect of which there are fractional
entitlements will also be aggregated and the resulting New Deferred
Shares will be transferred to the Company Secretary and
subsequently cancelled in accordance with the procedure described
below.
Resulting share capital
The issued ordinary share capital of the Company immediately
following the Share Reorganisation and Admission is expected to
comprise up to 28,125,000 New Ordinary Shares (assuming that: (i) 8
additional Existing Ordinary Shares are issued in connection with
the Share Reorganisation; and (ii) the maximum number of the
Placing Shares, the Adviser Shares and the Consideration Shares are
issued).
Following the Share Reorganisation, all existing share
certificates will cease to be valid. The Company will issue new
share certificates to those Shareholders holding shares in
certificated form to take account of the proposed change of name of
the Company and the Share Reorganisation. New share certificates
are expected to be despatched by 24 August 2018. Shareholders will
still be able to trade in Ordinary Shares during the period between
the passing of the Resolutions and the date on which they receive
new share certificates.
Cancellation of Deferred Shares
The Articles of Association (and the New Articles that are
proposed to replace them) permit the Company to reacquire and
cancel its Deferred Shares. Accordingly, as soon as reasonably
practicable following Admission, the Board intends to undertake a
company acquisition of its own shares for no value in accordance
with the requirements of the Companies Act on the basis that the
Deferred Shares (including all New Deferred Shares created as a
result of the Share Reorganisation) have no market value and are
not listed or traded on AIM. Upon this acquisition taking place,
the Deferred Shares will be immediately cancelled, which will
result in the Company having a more manageable share register
consisting of only Ordinary Shares.
Details of the Placing
The Company is proposing to raise a minimum of GBP17.7 million
and a maximum of GBP22.5 million (approximately a minimum of
GBP16.5 million net of expenses and approximately a maximum of
GBP21.3 million net of expenses) through the Placing.
The Placing is conditional, amongst other things, on:
i. the passing of the Resolutions;
ii. save in respect of the EIS Placing Shares and VCT Placing
Shares, the Acquisition Agreement becoming unconditional in all
respects (save for any conditions that relate to Admission or the
Placing Agreement);
iii. the Placing Agreement becoming unconditional in all
respects save for Admission by no later than 8.00 a.m. on 17 August
2018 (or such later date as the Company and the Brokers may agree,
being no later than 8.00 a.m. on 17 September 2018) and not having
been terminated in accordance with its terms; and
iv. save in respect of the EIS Placing Shares and VCT Placing Shares, Admission.
If the maximum number of Placing Shares are issued (being
28,125,000 New Ordinary Shares), the Placing Shares will represent
approximately 71.5 per cent. of the Enlarged Share Capital at
Admission and will rank pari passu in all respects with the New
Ordinary Shares arising pursuant to the Share Reorganisation,
including the right to receive all dividends and other
distributions declared, made or paid after their date of issue.
If the Resolutions are passed at the General Meeting, it is
expected that Admission will become effective and dealings in the
Placing Shares will commence at 8.00 a.m. on 17 August 2018.
The Placing
Stockdale Securities and Canaccord Genuity, as agents of and on
behalf of the Company, are conditionally placing the Placing Shares
(being a minimum of 22,125,000 New Ordinary Shares and a maximum of
28,125,000 New Ordinary Shares) firm with Placees at the Placing
Price. The Placing is raising a minimum of GBP17.7 million and a
maximum of GBP22.5 million (before expenses).
The EIS Placing Shares and the VCT Placing Shares will be
unconditionally issued to the relevant Placees one business day
prior to the anticipated date of Admission, so that Placees
investing as part of the EIS Placing and the VCT Placing should be
able to benefit from tax advantages pursuant to the EIS rules and
the VCT rules as governed by HMRC. The non-EIS/VCT Placing Shares
will be issued on the day of Admission.
Related Party Transactions
Each of Nileshbhai Sachdev, Simon Stilwell and David Brown has
agreed to subscribe for 25,000 Placing Shares, 125,000 Placing
Shares and 375,000 Placing Shares respectively. These subscriptions
are deemed to be related party transactions pursuant to AIM Rule 13
of the AIM Rules for Companies. The Directors (other than
Nileshbhai Sachdev, Simon Stilwell and David Brown) consider,
having consulted with Stockdale Securities, that the terms of each
of Nileshbhai Sachdev, Simon Stilwell and David Brown's
participations in the Placing are fair and reasonable insofar as
the Shareholders are concerned. Immediately following Admission and
assuming the minimum number of Placing Shares are issued,
Nileshbhai Sachdev, Simon Stilwell and David Brown will hold 25,000
New Ordinary Shares, representing approximately 0.08 per cent. of
the Enlarged Share Capital, 562,500 New Ordinary Shares,
representing approximately 1.70 per cent. of the Enlarged Share
Capital and 375,000 New Ordinary Shares, representing approximately
1.13 per cent. of the Enlarged Share Capital respectively.
In addition, Anthony Cross has agreed to subscribe for 812,500
Placing Shares. As Anthony Cross holds more than 10 per cent. of
the Existing Ordinary Share Capital, and is therefore a substantial
shareholder in accordance with the AIM Rules for Companies, this
subscription is deemed to be a related party transaction pursuant
to AIM Rule 13 of the AIM Rules for Companies. The Directors (other
than Nileshbhai Sachdev, Simon Stilwell and David Brown) consider,
having consulted with Stockdale Securities, that the terms of
Anthony Cross' participation in the Placing are fair and reasonable
insofar as the Shareholders are concerned. Immediately following
Admission, Anthony Cross will hold 1,612,500 New Ordinary Shares,
representing approximately 4.87 per cent. of the Enlarged Share
Capital.
Use of proceeds
Of the Placing proceeds, GBP12.3 million will be used to satisfy
the initial cash element of the consideration and the commitment
fee payable to the Sellers and the balance of the Placing proceeds
will be used to enhance the Enlarged Group's technology platform,
fund the costs incurred in connection with the Proposals and the
working capital requirements of the Enlarged Group.
Admission, settlement and dealings
Application will be made for the New Ordinary Shares to be
admitted to trading on AIM. If the Resolutions are passed at the
General Meeting, it is expected that Admission will become
effective and dealings in the New Ordinary Shares will commence at
8.00 a.m. on 17 August 2018. These dates and times may change.
The Company has applied for the New Ordinary Shares to be
admitted to CREST with effect from Admission. Accordingly,
settlement of transactions in Ordinary Shares held in
uncertificated form following Admission will take place within the
CREST system.
CREST is a voluntary system and holders of Ordinary Shares who
wish to receive and retain share certificates will be able to do
so.
All Placing Shares will be issued payable in full at the Placing
Price. It is intended that, if applicable, definitive share
certificates in respect of the New Ordinary Shares will be
distributed by 24 August 2018 or as soon as practicable thereafter.
No temporary documents of title will be issued.
Directors and senior management
Details of the Directors are set out below:
Neil Sachdev MBE - Non-Executive Chairman (Age 59)
Neil Sachdev MBE is an experienced Chairman with a strong track
record of corporate governance, strategy and change management who
was appointed as Non-Executive Chairman of the Company on 6
December 2017. He is Chairman of Cakebox Holdings plc, Martin's
Properties Limited (retiring in July 2018 but remaining as an
independent non-executive director until December 2018) and was
Chairman of Market Tech Holdings Limited until June 2017 and
Chairman of Sirius Real Estate Limited until December 2018. He
stepped down as a Non-Executive Director of Intu Properties plc
(formerly Capital Shopping Centres) during 2016 after ten years'
service. Previously, Neil was Group Property Director of J
Sainsbury and before that served for 28 years with Tesco, where he
rose to be Stores Board Director, responsible for property and
operations for the entire UK business. He also holds a number of
public sector positions and was awarded an MBE for his work in
relation to Energy Efficiency & Sustainability in the Retail
sector. Mr Sachdev is currently the Chair of the Advisory Board of
Warwick Business School.
Simon Stilwell - Chief Executive (Age 49)
Simon was, until 2015, chief executive of Liberum, the
investment bank that he co-founded in 2007 and grew from a start up
to GBP55m of revenue and 170 people in seven profitable years.
Prior to Liberum, he served as head of sales, small companies, at
Collins Stewart plc and was also a director at Beeson Gregory
Limited. Simon was commissioned into the Gloucestershire Regiment
in 1992 and served in a variety of countries and roles before
starting his City career in 1996. He graduated with a BSc in
Geological Sciences from Durham University. He is also a
Non-Executive Director of Gresham House plc.
David Brown - Group Finance Director (Age 46)
David qualified as a chartered accountant with KPMG before
joining Greene King plc in 1998, where he held a number of senior
executive roles focusing on finance and acquisitions, including
Interim Group Finance Director between February and October 2014
and then subsequently Corporate Finance Director. Most recently, he
was Chief Financial Officer of Market Tech Holdings Limited from
March 2016 until its acquisition by LabTech investments Limited
which resulted in the company being de-listed in July 2017. He was
appointed as Group Finance Director of the Company on 29 May
2018.
Nicola Dowdall - Managing Director Events and Marketing (Age
52)
Niki leads the Company's expanding events business and is
involved at every level from launch to delivery, including sales,
marketing, logistics and content. Niki has over 30 years'
experience in the events industry. Prior to joining Vitesse in
2006, she was group show director at DMG World Media, running
events visited by half a million people, such as the Daily Mail Ski
and Snowboard Show and the Daily Mail Ideal Home Show.
Anne Donoghue - Non-Executive Director (Age 55)
Anne has over 30 years' experience in Financial Services.
Starting her career at the Co-operative Bank, Anne's
responsibilities included retail, commercial banking and customer
services. In 1997, Anne joined NatWest where she held senior
operational roles, including Head of Telephony Operations with
business integration delivery accountability as part of RBS'
reverse integration of NatWest, post-acquisition. Between 2004 and
2010, Anne worked for the RBS/Tesco joint venture, Tesco Personal
Finance PLC, where she held the position of International Director,
responsible for Financial Services development and delivery in
Tesco's international businesses, including, Ireland, Central and
Eastern Europe, China and the Far East. More recently, Anne has
focused on the third sector, particularly on events in the military
charities sector along with commercial events including, in 2013,
for media company City AM. Anne was appointed as a Non-Executive
Director of the Company on 15 November 2017.
Fraser Gray - Non-Executive Director (Age 54)
Fraser Gray BSc is an ICAS chartered accountant, licensed
insolvency practitioner and accredited mediator and sits on a
number of advisory boards. He is experienced in a wide variety of
corporate activity supporting SME companies on growth and strategic
matters. Fraser was a Managing Director at AlixPartners in London
until December 2016 following its acquisition of Zolfo Cooper
Europe in February 2015. Fraser became a founding partner of Zolfo
Cooper Europe in October 2008, which was set up to acquire Kroll
Corporate Advisory & Restructuring Group where Fraser had
worked since October 1996 and was a partner and leader of the
Scottish practice. Fraser is also a Non-Executive Director of Maven
Income and Growth VCT 6 PLC and Denholm Oilfield Services Limited.
He was appointed as a Non-Executive Director of the Company on 6
December 2017.
Senior management
Details of the senior management team are set out below:
James Robson - Chief Operating Officer (Age 49)
James has an extensive knowledge of the media sector, having
operational and significant transactional experience from a career
spanning 25 years. James joined Vitesse in January 2018 from
leading UK publishing company, DC Thomson, where he led its
corporate ventures division, DC Thomson Ventures from 2015.
Previously, James had worked for six years in the media corporate
finance team of both KPMG and Grant Thornton. James started his
career in 1993 as a corporate lawyer with Clifford Chance before
completing an MBA at Cranfield School of Management. He then worked
as a strategy consultant with Andersen Consulting before entering
the media industry in 1999 where he spent eight years, firstly as
part of ITV Digital's corporate development team followed by six
years at BBC Worldwide where he was Strategy & Business
Development Director of its Home Entertainment division, and
subsequently spending a year as Interim Managing Director of
satellite platform Freesat.
Clive Brett - Chief Technology Officer (Age 38)
Clive joined Vitesse in January 2018. He co-founded Convertr
Media Limited in 2011 and built its digital marketing technology
platform into a global market leader used by many of the world's
leading brands. Convertr is a customer acquisition platform that
uses data augmentation to power demand generation for B2B and B2C
brands globally. Clive is a Non-Executive Director of Convertr and
has previously been Chief Technology Officer of Playmob Limited and
Senior Technical Advisor at SeedCloud Advisory Limited. Prior to
co-founding Convertr, Clive was the founder and CEO of BB-IT
Solutions Limited.
Lawrence Gosling - Editorial Director (Age 54)
Lawrence has more than 20 years' experience in senior editorial
roles, having launched and grown several notable titles within the
investment sphere. Before joining Vitesse in January 2018, he was
most recently, the Group Editorial Director of Incisive Media and
the Editorial Director of the Financial Services division of
Incisive Media. He was the editor of Investment Week when it was
launched in January 1995 and went on to launch a range of
magazines, websites and conference and awards programmes for the
business. In 1994, he joined Reuters and prior to that spent five
years with Financial Times magazines, notably on Financial Adviser.
Lawrence was also the launch editor of IFAonline, Mortgage
Solutions, Cover and Bloomberg Money magazines. Lawrence started
his journalistic career at the Fleet Street News Agency which
provided a range of stories for the UK's national newspapers.
Corporate governance and Board practices
The Board recognises the value and importance of high standards
of corporate governance. Accordingly, the Board proposes to adopt
the recommendations set out in the QCA Corporate Governance Code
for small and mid-sized quoted companies published by the Quoted
Companies Alliance ("QCA Guidelines") from 28 September 2018 in
full and will comply or explain in detail any departure from that
code and the reasons for doing so.
At Admission, the Board will comprise six directors, of whom
three are executive directors and three are non-executives. The
Board considers that Anne Donoghue, Fraser Gray and I are
independent (within the meaning of the QCA Guidelines). The
Directors believe that the size and composition of the Board is
appropriate for the Enlarged Group at Admission.
Board
The Board will continue to be responsible for the overall
management of the Enlarged Group, including the formulation and
approval of the Enlarged Group's long term objectives and strategy,
the approval of budgets, the oversight of Enlarged Group
operations, the maintenance of sound internal control and risk
management systems and the implementation of the Enlarged Group's
strategy, policies and plans. Whilst the Board may delegate
specific responsibilities, there will be a formal schedule of
matters specifically reserved for decision by the Board; such
reserved matters will include, amongst other things, approval of
significant capital expenditure, material business contracts and
major corporate transactions. The Board will formally meet eleven
times per year to review performance.
The Company has established an audit and risk committee, a
remuneration committee and a nomination committee with formally
delegated duties and responsibilities, and has adopted a share
dealing code and an anti-corruption policy, as described below.
Audit and risk committee
The audit and risk committee will continue to be responsible for
monitoring the integrity of the Company's financial statements,
reviewing significant financial reporting issues, reviewing the
effectiveness of the Company's internal control and risk management
systems, monitoring the effectiveness of the internal audit
function and overseeing the relationship with the external auditors
(including advising on their appointment, agreeing the scope of the
audit and reviewing the audit findings).
The audit and risk committee comprises Anne Donoghue, Fraser
Gray and myself and is chaired by Fraser Gray. The audit committee
meets at least three times a year at appropriate times in the
reporting and audit cycle and otherwise as required. The audit
committee comprises members with the appropriate financial and
business expertise to act efficiently as a member of the committee.
The audit committee also meets regularly with the Company's
external auditors.
Remuneration committee
The remuneration committee has responsibility for making
recommendations to the Board on the Company's policy on the
remuneration of the Company's Chief Executive Officer, executive
directors and other senior employees, including performance linked
bonuses and performance linked pay schemes, benefits and related
eligibility requirements, share incentive schemes, grants of awards
under any share option scheme adopted by the Company and for the
determination, within agreed terms of reference, of specific
remuneration packages for each of the executive Directors,
including pension rights, contracts of employment and any
compensation payments.
The terms of reference of the remuneration committee cover such
issues as membership and frequency of meetings, together with the
role of the Company Secretary and the requirements of notice of and
quorum for and the right to attend meetings, including the ability
of the committee to invite non-members to attend meetings of the
committee, and, if considered appropriate, the appointment of
independent remuneration consultants.
The duties of the remuneration committee include: determining
and monitoring policy on, and setting levels of, remuneration,
contracts of employment, early termination, performance-related pay
and bonuses, pension arrangements, reporting and disclosure. The
terms of reference also set out the reporting responsibilities and
the authority of the committee to exercise its duties. The
committee is required to conduct an annual assessment of its
compliance with its terms of reference and of its
effectiveness.
The Remuneration Committee comprises Anne Donoghue, Fraser Gray
and myself and is chaired by Anne Donoghue. The remuneration
committee meets at least two times a year and otherwise as
required.
Nomination committee
The terms of reference of the nomination committee cover such
issues as membership and frequency of meetings, together with the
role of the Company Secretary and the requirements of notice of and
quorum for and the right to attend meetings, including the ability
of the committee to invite non-members to attend meetings of the
committee and use of services of external advisers to facilitate a
search for candidates for open positions.
The duties of the nomination committee include: giving
consideration to succession planning for members of the Board and
senior management; evaluation of the balance of skills, knowledge
and experience on the Board; reviewing the leadership needs of the
Company; considering proposals for directors to take up further
directorships in other entities; recommending plans for succession
planning to the Board and recommending suitable candidates to the
Board for new, or vacant, positions at board level. The terms of
reference also set out the reporting responsibilities and the
authority of the committee to exercise its duties. The committee is
required to conduct an annual assessment of its compliance with its
terms of reference and of its effectiveness.
The committee meets as necessary and comprises Anne Donoghue,
Fraser Gray and myself as chairman. The nomination committee will
normally meet not less than once a year.
New Articles of Association
The Directors intend to adopt new articles of association for
the Company, which will be put to Shareholders proposed to be
adopted by special resolution at the General Meeting.
The City Code
The Company is a public company incorporated in England and
Wales, and application will be made to the London Stock Exchange
for the New Ordinary Shares to be admitted to trading on AIM. The
City Code applies to all companies who have their registered office
in the UK, Channel Islands or Isle of Man and whose securities are
traded on a regulated market in the UK or a stock exchange in the
Channel Islands or Isle of Man or a multilateral trading facility
(such as AIM). Accordingly, the Company is subject to the City Code
and therefore all Shareholders are entitled to the protections
afforded by it.
The City Code governs, inter alia, transactions which may result
in a change of control of a public company (or certain private
companies) to which the City Code applies. Under Rule 9 of the City
Code any person who acquires, whether by a series of transactions
over a period of time or not, an interest (as defined in the City
Code) in shares which (taken together with shares in which that
person is already interested or in which persons acting with him
are interested) carry 30 per cent. or more of the voting rights of
a company which is subject to the City Code, is normally required
to make a general offer to all the remaining shareholders to
acquire their shares. Similarly, Rule 9 of the City Code also
provides that when any person, together with persons acting in
concert with him, is interested in shares which, in aggregate,
carry more than 30 per cent. of the voting rights of such company
but does not hold shares carrying more than 50 per cent. of such
voting rights, a general offer will normally be required if any
further interest in shares is acquired which increases the
percentage of shares carrying voting rights in which he, together
with persons acting in concert with him, are interested.
Rule 9 of the City Code further provides, among other things,
that where any person who, together with persons acting in concert
with him, holds over 50 per cent. of the voting rights of a
company, acquires any further shares carrying voting rights, they
will not generally be required to make a general offer to the other
shareholders to acquire the balance of their shares, though Rule 9
of the City Code would remain applicable to individual members of a
concert party who would not be able to increase their percentage
interests in the voting rights of such company through or between
Rule 9 thresholds without complying with the requirements of Rule 9
or first obtaining a waiver from the Takeover Panel.
Anti-bribery policy
The Company has adopted an anti-bribery and corruption policy
which applies to all individuals working for the Company, or
providing services to it, wherever located. It sets out their
responsibility to observe and uphold a general prohibition on
bribery and corruption in the jurisdictions in which the Company
operates, as well as providing guidance to those working for the
Company on how to recognise and deal with bribery and corruption
issues and the potential consequences. The Company expects all
employees (whether permanent, fixed-term or temporary),
consultants, contractors, trainees, apprentices, secondees, agency
staff, volunteers and interns to conduct their day-to-day business
activities lawfully, ethically and with integrity, be aware of and
refer to this policy in all of their business activities worldwide
and to conduct business on the Company's behalf in compliance with
it. Management at all levels are responsible for ensuring that
those reporting to them, internally and externally, are made aware
of and understand this policy.
New Share Option Scheme
The Directors believe that the success of the Group will depend
to a significant degree on the future performance of the Group's
management team. The Directors also recognise the importance of
ensuring that the management team is well motivated and identifies
closely with the success of the Group.
Accordingly, the Company intends to adopt the New Share Option
Scheme. The New Share Option Scheme will replace the existing Share
Option Scheme. On Admission, the holders of Options granted to in
accordance with the rules of the Share Option Scheme will waive
their entitlement to those Options in consideration for the grant
of New Options under the New Share Option Scheme.
On Admission, the Company intends to make two types of award to
six members of its senior management team, including the executive
Directors. Each individual will be awarded an option over 312,498
Ordinary Shares with an exercise price equal to the Placing Price
so that their total exercise cost is GBP249,999. These options are
subject to a performance condition such that they will vest if the
total shareholder return over the performance period is 7 per cent.
per annum compounded or higher. Half of this award will vest
subject to the meeting of this performance condition over a three
year period and half will vest subject to the meeting of the
performance condition over a four year period.
In addition, the six individuals will receive unapproved awards
under a value creation plan structure which will entitle the
individuals as a whole to 10 per cent. of total shareholder returns
over the compound annual hurdle of 10 per cent. Half of this award
will vest subject to the meeting of this performance condition over
a three year period and half will vest subject to the meeting of
the performance condition over a four year period. The increase in
shareholder value is calculated as the market capitalisation of the
Company at the performance measurement date less the net invested
capital in the Company. The net invested capital in the Company is
the equity value of the Company on Admission plus any additional
amounts paid to subscribe for new Ordinary Shares increased by the
compound annual hurdle of 10 per cent. from the date of the
issuance of the new Ordinary Shares up to the performance
measurement date and less all amounts paid by the Company by way of
dividends or other distributions in respect of Ordinary Shares over
the relevant period.
Audited final results for the year ended 31 March 2018
Separately today, the Company announced its audited final
results for the year ended 31 March 2018. Revenue was GBP2.6
million (14 months ended 31 March 2017: GBP2.68 million),
representing growth of 13 per cent, EBITDA of (GBP0.393) million
(14 months ended 31 March 2017: (GBP0.056) million) and EBIT of
(GBP0.966) million (14 months ended 31 March 2017: (GBP0.267)
million). During the year, all of the Company's debt was repaid and
investment was made to strengthen the Company's infrastructure.
Current trading and prospects of the Enlarged Group
Vitesse
In the 3 months to 30 June 2018, the Group traded ahead of
budget, due, in particular, to a strong period for Events with
Women In Finance and Future Stars of Tech. The Board has
accelerated its plans to restructure its media sales team on the
back of the relaunch of InformationAge and the launch of the
DiversityQ website. Traditionally, the quarter ending 30 September
is the Company's quietest quarter due to limited Events activity.
However, Events momentum for the second half is building well.
InvestmentNews
For the six months to 30 June 2018, InvestmentNews traded ahead
of budget and was approximately 15 per cent. up on the same period
last year. At the half year point, it has booked revenue covering
approximately 82 per cent. of its full year budget.
Dividend policy
Subject to restructuring the Company's reserves, the Directors
intend to commence a progressive dividend policy in respect of the
year ending 31 December 2019 with the earliest dividend expected to
be declared for the 6 months ending 30 June 2019. The Board intends
to pay an interim and a final dividend of one-third and two-thirds
of the annual dividend payable.
Taxation
If you are in any doubt as to your tax position, you should
consult your own independent financial adviser immediately.
EIS and VCT status
The Company has applied for advance assurance from HMRC that the
EIS Placing Shares and the VCT Placing Shares will rank as
"eligible shares" for the purposes of EIS and will be capable of
being a "qualifying holding" for the purposes of investment by
VCTs. However, none of the Company, the Directors or any of the
Company's advisers give any warranty or undertaking that such
advance assurance will be granted or that such reliefs will be
available and not withdrawn at a later date.
Proposed change of name
A special resolution will be proposed at the General Meeting to
approve the change of name of the Company to Bonhill Group plc.
Bonhill Group plc will act as the holding company for a variety of
brands in its chosen communities. Given the scale and nature of
change in the Enlarged Group, the Board believes that this is an
appropriate time for the Company to change its name.
If the resolution is passed at the General Meeting, the
Company's AIM ticker will be changed to BONH and its website
address will be changed to www.bonhillplc.com as of Admission.
Change of accounting reference date
Following Admission, the Company proposes to change its
accounting reference date from 31 March to 31 December to align
with the accounting reference date of InvestmentNews. As set out
above, the Company has announced today its audited final results
for the year ended 31 March 2018 and the Company will next report
unaudited interim results for the 6 months ending 30 September
2018, audited results for the 9 months ending 31 December 2018 and
unaudited results for the 6 months ending 30 June 2019 for the
Enlarged Group.
General Meeting
To enable the Proposals to be implemented, it is necessary for
Shareholders to:
a) approve the Acquisition;
b) approve the Share Reorganisation;
c) give the Board the necessary authorities to allot New Ordinary Shares;
d) approve the adoption of New Articles; and
e) approve the change of name of the Company to Bonhill Group plc.
The General Meeting is to be held at the offices of Dentons UK
and Middle East LLP at One Fleet Place, London EC4M 7WS at 1.00
p.m. on 16 August 2018. The following resolutions will be proposed
at the General Meeting, of which Resolutions 1 to 4 (inclusive)
will be proposed as ordinary resolutions and Resolutions 5 to 7
(inclusive) will be proposed at special resolutions:
Resolution 1 - Acquisition
To approve the Acquisition, which constitutes a reverse takeover
for the Company under Rule 14 of the AIM Rules for Companies and
therefore cannot be completed without Shareholder approval.
Resolution 2 - Share Reorganisation
To approve and give effect to the Share Reorganisation, which is
described in more detail above.
Resolution 3 - Authority to allot shares
To grant authority to the Directors to allot New Ordinary Shares
in connection with (i) the Acquisition, the Placing, the issue of
the Adviser Shares and the New Share Option Scheme and (ii)
otherwise up to a maximum aggregate nominal amount which represents
= approximately two-thirds of the Company's Enlarged Share Capital.
This additional two-thirds authority is granted on the basis that
any amount in excess of one-third of the Enlarged Share Capital may
only be allotted pursuant to a fully pre-emptive rights issue. The
Directors have no present intention of exercising any part of the
additional 'two-thirds' authority.
Resolution 3 is conditional upon Resolutions 1, 2, 4 and 6 being
passed and the Share Reorganisation described in Resolution 2
becoming effective.
Resolution 4 - Ratification of prior allotments
The current Articles of Association contain a restriction upon
the maximum amount of shares that may be allotted by the Company.
All prior allotments of shares by the Company have occurred under
and in accordance with approved Shareholder authorities, however
the Company has inadvertently previously issued shares in excess of
the prescribed threshold contained in the Articles. The Board
therefore wishes to seek Shareholder ratification of those past
allotments in accordance with section 239 of the Companies Act. The
Directors believe that no Shareholder has been prejudiced as a
result of the maximum authorised share capital having been
exceeded, and that therefore seeking this ratification from
Shareholders is appropriate. Under the Companies Act, companies are
no longer required to have an authorised share capital and
accordingly this limit will be removed as part of the process of
adopting the New Articles under Resolution 6 of the General
Meeting. This will bring the Company into line with the position
adopted by the vast majority of other AIM traded companies.
Resolution 5 - Disapplication of pre-emption rights
To allow the Directors to allot equity securities as if the
statutory pre-emption rights contained in section 561(1) of the
Companies Act do not apply.
This authority is limited to the allotment of shares in
connection with (i) the Acquisition, the Placing, the issue of
Adviser Shares and the New Share Option Scheme; (ii) rights issues
and other pre-emptive offers; and (iii) otherwise up to an
aggregate nominal amount which represents approximately 10 per
cent. of the Enlarged Share Capital.
Resolution 5 is conditional upon Resolutions 2 and 3 being
passed and the Share Reorganisation described in Resolution 2
becoming effective.
Resolution 6 - Adoption of the New Articles
A summary of the principal changes to be made to the existing
Articles of Association are set out in the Admission Document.
Resolution 7 - Change of name
To effect the change of name of the Company to "Bonhill Group
plc" for the reasons described above.
Resolution 7 is conditional upon the passing of Resolution
3.
All of the Resolutions need to be approved by Shareholders for
all of the Proposals to be implemented.
Irrevocable undertakings to vote in favour of the
Resolutions
Each of the Directors who holds Ordinary Shares has given an
irrevocable undertaking to the Company to vote in favour of the
Resolutions in respect of their entire beneficial holdings of
Existing Ordinary Shares amounting to, in aggregate, 18,237,448
Existing Ordinary Shares, representing approximately 10.60 per
cent. of the Existing Ordinary Share Capital.
In addition, Anthony Cross, City Financial Investment Company
Limited, Herald Investment Management Limited and Peter James
Tracey have given irrevocable undertakings to the Company to vote
in favour of the Resolutions in respect of their entire beneficial
holdings of 68,402,831 Existing Ordinary Shares, representing
approximately 39.75 per cent. of the Existing Ordinary Share
Capital. In total therefore, the Company has received irrevocable
undertakings to vote in favour of the Resolutions amounting to, in
aggregate, 86,640,279 Existing Ordinary Shares, representing
approximately 50.35 per cent. of the Existing Ordinary Share
Capital.
INFORMATION ON INVESTMENTNEWS
Introduction
InvestmentNews is one of the market leading Business Information
and Data & Insight brands supporting the US financial adviser
and wealth manager community as measured by digital audience size.
It interacts with its community through a weekly publication,
InvestmentNews, its award-winning website, www.InvestmentNews.com,
live events and research and data offerings.
InvestmentNews is a key information source for US based
advisers, which consists of over 300,000 financial advisers,
investment advisers, wealth managers, securities brokers,
insurance, accounting, banking, law and other financial
planning/investment professionals with over 150,000 weekly readers
of its InvestmentNews publication, on average 545,000 unique
monthly users, 1.6 million monthly page views of its
InvestmentNews.com website and approximately 1,250 attendees
annually to its live events. The business has 42 staff members and
is headquartered in New York.
InvestmentNews was launched in 1997 as a weekly business
publication by Crain, one of the US's largest privately held B2B
media companies which operates 55 brands worldwide. In 1998,
InvestmentNews launched its website, www.InvestmentNews.com,
followed in 2006, by hosting its first conference, The Retirement
Income Summit, which is now in its 12th year. The business
currently operates eleven industry specific conferences per year.
In 2009, InvestmentNews acquired a leading independent benchmarking
studies platform for financial advisers from Moss Adams LLC
expanding its research proposition into more in-depth data and
insight.
Key business highlights
Significant US FA/WM sector with further potential for growth:
the US has the largest financial services industry in the world
with the US High-Net-Worth wealth market experiencing strong
growth, the population of High-Net-Worth individuals increasing by
10.2 per cent. in 2017, to 5.3 million people and their wealth
growing by 10.5 per cent. to $18.6 trillion(8) . The FA/WM
community is hard to engage due to the technical nature of the
sector, and compliance and regulatory constraints, as well as being
fragmented across a diverse group comprising financial advisers,
investment advisers, wealth managers, securities brokers,
insurance, accounting, banking, law and other financial
planning/investment professionals. These factors provide barriers
to entry and also opportunities to create valuable propositions
such as the business' live events portfolio and its benchmarking
studies.
(8) Source: Capgemini World Wealth Report 2018
A leading B2B media brand in the FA/WM sector: over the past
twenty years, InvestmentNews has become one of the market leading
B2B information brands in the FA/WM sector, as measured by
advertisement pages, digital audience and website traffic. The
weekly publication has a core subscriber base of over 61,000
professionals and over 170,000 weekly readers. InvestmentNews.com
has a core audience of 545,000 unique monthly users generating over
1.6 million monthly page views.
Existing high margin Business Information revenue streams: The
Directors believe that, through product innovation, pricing reviews
and improved technology, InvestmentNews can maintain margins and
minimise print contribution decline from its print publication,
while increasing digital contribution.
Potential to significantly expand its Live Events and Data &
Insight propositions: InvestmentNews has recently launched two new
events and expanded one of its existing events, bringing its
portfolio to eleven events annually. It hired its first dedicated
Director of Events in 2017 to drive expansion in both the scale of
its existing events, and continue to add further events, within the
portfolio. The business also plans to grow its Data & Insight
proposition, building on the success of its benchmarking studies
(for example, launching studies on investment management usage and
market sizing).
Underinvested business with potential for accelerated organic
growth and accretive acquisitions: InvestmentNews has received
relatively little investment over the last few years. There is,
therefore, the potential to deploy capital to accelerate growth
organically of revenues streams and margins, while also acquiring
products and/or businesses that are aligned with the Enlarged
Group's growth strategy.
Experienced management team: InvestmentNews' publisher, Suzanne
Siracuse has been with the business since it was launched, and has
been its publisher since 2006, having previously occupied the
position of associate publisher. She is an experienced advocate and
speaker in the FA/WM and Diversity sectors. Suzanne is supported by
industry veteran, Frederick Gabriel, Editor of InvestmentNews, Mark
Bruno, Associate Publisher (responsible for the business' custom
publishing, data and research products) and Josh Brous,
InvestmentNews' Director of Events and Integrated Solutions. The
management team and the wider staff of InvestmentNews will remain
with the business following the Acquisition.
The US Financial Planning and Advice Sector
InvestmentNews is a leading B2B information business servicing
the US FA/WM sector. The sector is comprised of companies that
provide financial planning, financial advice and wealth management
services to both individuals and business clients. Operators also
offer advice, in conjunction with other activities, such as
portfolio management, retirement planning, protection planning and
brokerage services.
In 2018, global High-Net-Worth wealth grew by 10.2 per cent.,
the sixth consecutive year in succession, surpassing the $70
trillion threshold for the first time(9) . The US remained the
largest contributor to global High-Net-Worth wealth 2017 with the
US population of High-Net-Worth individuals increasing by 10.2 per
cent. in 2017, to 5.3 million people, and their wealth growing by
10.5 per cent. to approximately $18.6 trillion.
(9) Source: Capgemini's Global Wealth Report 2018
The US Department of Labor ("DOL") Fiduciary Rule
The US FA/WM sector has been affected by the DOL Fiduciary Rule,
which was introduced in April 2016, and the SEC Standards of
Conduct announced in April 2018. The DOL Fiduciary Rule sought to
expand the "investment advice fiduciary" definition under the
Employee Retirement Income Security Act 1974 ("ERISA") which had
the effect of imposing a substantially commission-free advice
environment in the sector. In June 2018, the DOL Fiduciary Rule was
struck down by the US Fifth Circuit Court of Appeals.
The SEC's Standards of Conduct focus on bringing broker-dealers
on a fiduciary par with investment advisers, who already have to
comply with fiduciary responsibilities under the SEC. The Standards
of Conduct are currently subject to a comment period ending on 7
August 2018, and are not yet settled regulations.
Since the introduction of the DOL Fiduciary Rule in 2016, the US
financial services industry has been gearing up to comply with the
change in regulations, and commentators believe that the US
financial services industry will naturally move towards a more UK
style Retail Distribution Review ("RDR") environment.
Over the last two years, InvestmentNews has seen a decline in
advertising spend as asset managers and insurance companies,
advertising to financial advisers and wealth managers, have needed
to review advertising literature to ensure that it complied with
the new rules. At the same time, the conflict of interest that
subtly exists between some advisory firms and their investment
partners in terms of providing a marketing/advertising spend in
return for business has required a certain amount of business
restructuring which has reduced some firms' marketing and
advertising budgets. The Directors believe that once advertising
clients affected by the regulations either directly or indirectly
align themselves closer to the spirit of any rules to reduce
conflicts of interest and create compliant marketing and
advertising material, a more normal advertising environment should
resume.
The Directors also believe that the changes to the industry
referred to above could provide the following opportunities for
InvestmentNews:
-- the highly technical nature of the issues provides editorial
opportunities in explaining the rules and the impact on readers'
clients which could make InvestmentNews even more of a 'go to'
publication;
-- there is an opportunity to attract advertisers who are
further down the line in their 'professional' journey and want to
highlight their reputational credentials to attract like-minded
advisers;
-- the mix and spread of InvestmentNews' advertisers (product
providers, business support, compliance, software, technology
adviser networks) giving it an advantage over more product-focused
publications; and
-- InvestmentNews' custom content team is in a good position to
help clients with marketing literature, blogs and web content to
explain the issues and show how they are adapting and
innovating.
US B2B media sector
The US is the largest B2B media market in the world on a per
country basis, and it is expected that, by 2020, the US will
account for approximately 49 per cent. of the global B2B market.
Between 2017 and 2022, growth is forecast to be approximately 3.2
per cent. per annum.
-- The value of the Business Information sub-sector reached $5.8
billion in 2017 and, between 2017 and 2022, is forecast to grow by
1.4 per cent. per annum to $6.3 billion.
-- The value of the B2B trade show sub-sector reached $14.3
billion in 2017 and, between 2017 and 2022, is forecast to grow by
4.1 per cent. per annum to $17.5 billion.
-- The value of the Data & Insight sub-sector reached $55.6
billion in 2017 and, between 2017 and 2022, is forecast to grow by
4.3 per cent. per annum to $68.5 billion.
Business overview
InvestmentNews' commercial activities are as follows:
Business Information: this comprises the following
propositions:
-- weekly print publication: revenues are generated by
sponsorship and advertising with a small, but growing list of paid
subscribers;
-- website and digital products: revenues are generated by
advertising and sponsorship and a small number of digital paid
subscriptions; and
-- miscellaneous products (for example, reprints and licensing):
products are paid for directly by customers;
Live Events: conferences, workshops, think tanks and awards
evenings. Revenues predominantly comprise sponsorship, with the
remainder coming from paid registrations; and
Data & Insight: benchmarking studies, independent industry
research, surveys and executive briefs.
Business Information: controlled circulation publication
InvestmentNews publishes its print publication on a weekly
cycle, 45 times per year with editions not being published in the
peak holiday seasons during July and August and over Christmas. The
business also publishes ad hoc 'specials'. The publication has an
average circulation run of 61,000 per issue, with each copy
consisting of approximately 33 pages, a third of which are devoted
to advertising.
The title is distributed on a so called controlled circulation
basis, so readers register to receive the product for free. The
current controlled circulation audience is approximately 61,000,
with approximately 2,000 paid subscribers. Revenue is generated
predominantly from sponsorship and advertising within a copy with
advertising solutions varying across display, classified and insert
advertising, as well as custom publishing propositions.
The traditional weekly publication remains a popular platform
for reaching professionals in the FA/WM sector with the average
reader being approximately 55 years of age. The business has
received strong feedback from its readership as to their liking and
continued support for the printed product with 93.4 per cent. of
readers specifically requesting to receive the print edition in
2017. Although advertising revenue has slowed, this level of reader
loyalty to the print publication has meant that financial
institutions remain interested in exploring ways to leverage the
advertising opportunities in the publication.
InvestmentNews also has a small, but growing, paid for
subscriber 'audience'. The business offers three packages to its
paid subscribers:
-- Classic Print: the publication (45 issues per annum),
including free delivery at a cost of $49 per annum;
-- Premium Access: in addition to the Classic Print features set
out above, the Premium Access subscriber is offered unlimited
access to InvestmentNews.com at a cost of $129 per annum; and
-- VIP Access: in addition to the Premium Access features set
out above, the VIP Access subscriber is offered full access to
InvestmentNews' data at a cost of $239 per annum.
Business Information: Digital
InvestmentNews is a leading digital media brand in the US FA/WM
sector, with InvestmentNews.com having one of the largest digital
audiences of financial advisers in the sector. InvestmentNews'
targeted digital audience in terms of:
-- industry segment mainly comprises financial planning and
financial advisory firms across all channels, including the
brokerage and independent channels (with advisers representing
broker-dealers, and as part of firms such as LPL, Commonwealth and
Advisor Group), the registered investment adviser channel (with
firms such as Aspirant, Private Ocean and The Colony Group and
their custodial providers, such as Charles Schwab, TD Ameritrade
and Fidelity) and with the advisers representing the securities
broker channel and employees of firms such as Merrill Lynch and
UBS. Also, asset management firms such as Blackrock, T. Rowe Price
and Northern Trust, which, in aggregate, represent approximately 75
per cent. of the website's audience;
-- job function mainly comprises financial planners/investment
advisers, registered representatives and financial planning
managers within those organisations; and
-- assets under management ranges across all sizes of organisations.
InvestmentNews.com generates on average 545,000 monthly unique
users, 1.6 million monthly page views and is one of the leading B2B
websites in the US media industry.
InvestmentNews offers a suite of digital product offerings to
its clients:
-- Contextual Advertising: allows clients to align sales
messaging with the most relevant article pages and themes published
by InvestmentNews.com through its targeted run-of-site advertising
programme;
-- Dedicated Home Page Placements: a gateway for all news,
features, special reports, research and competitive intelligence
available on InvestmentNews.com, which generates more than 125,000
page views per month on average;
-- eNewsletters: InvestmentNews publishes up to date market
information via its 9 different eNewsletters, which are published
daily, weekly, monthly, bi-monthly, or quarterly. InvestmentNews
also periodically publishes special reports relating to targeted
topics and news events;
-- Interstitials: the first time each unique user visits the
InvestmentNews.com site each day, a pop-up advertisement appears
for up to 15 seconds before redirecting to InvestmentNews
content;
-- Sponsored Emails: InvestmentNews owns and operates a detailed
database of over 100,000 US advisers who opt-in to receive
third-party messages. InvestmentNews sells access to the list and
transmits the sponsors' messages on their behalf;
-- Thought Leadership: features clients' white papers within the
most widely read stories, columns and blogs appearing on
InvestmentNews.com, generating leads directly when advisers
download their white papers;
-- Video: pre-roll advertisements before InvestmentNews content
or sponsorship of an InvestmentNews editorially driven initiative;
and
-- Webcasts: InvestmentNews offers 3 types of webcast
sponsorships: editorial/topical, research-related and custom.
InvestmentNews also offers bespoke custom digital solutions to
its clients:
-- Market research: custom surveys developed and delivered
directly to financial advisers and individual investors in addition
to presentations, reports and research papers that clients can
publish independently, or co-brand with InvestmentNews. The
business can also provide analysis of adviser and investor
surveys;
-- Sponsored content/content distribution: content developed by
industry professionals and strategic content marketing campaigns
optimally positioned and distributed directly to InvestmentNews'
audience;
-- Custom video services: video production, editing and
distribution solutions, custom coverage of conferences, industry
events and internal gatherings, case studies and testimonial
development;
-- Webcasts: developing webcast topic with a client designed to
engage and inform hundreds of financial advisers, positioning their
clients' executives as "thought leaders" and "subject matter
experts" via a live, interactive, audio or video webcast; and
-- White papers: InvestmentNews helps a client to identify the
most popular topics facing financial advisers and to develop
strategies for delivering co-branded or private-labelled reports
directly to their offices, desks, or inboxes, as the case may
be.
The aim of each custom digital campaign is to tailor it to an
individual client's goals and objectives and the campaign can be
scaled to work within a wide range of budgets. Projects range from
$10,000 for a sponsored content campaign to $150,000 for a
customised research project and distribution campaign.
Business Information: Miscellaneous
InvestmentNews has a number of miscellaneous revenue
streams:
-- Reprints and royalties: InvestmentNews leverages its content
and award/recognition offerings to provide marketing solutions to
subscribers and advertisers. Royalties are earned from licensing
existing InvestmentNews content to third party clients;
-- List rental purchases: InvestmentNews has a proprietary list
of thousands of professionals who have opted-in for third party
emails, which firms pay to sponsor; and
-- eBookstore: hosted by InvestmentNews on its website, which
generates revenue via individual book downloads and hard cover
sales.
In the year ended 31 December 2017, InvestmentNews' Business
Information segment generated audited revenues of $13.980 million
(2016: $15,504 million), representing approximately 83.4 per cent.
of total revenue (2016: 89.9 per cent.).
Live Events
InvestmentNews' live events serve as forums for US financial
advisers and industry professionals to present, discuss and
identify new ideas, challenges, opportunities and developments in
the financial planning and advice industry as well as acknowledge
and celebrate achievements. Senior, mid-level and junior executives
are able to network and stay abreast of key sector trends. Events
hosted by InvestmentNews can be classified into two categories:
-- InvestmentNews Industry Conferences: conferences, workshops
and think tanks where financial advisers, industry professionals,
and executives meet to discuss and learn about the financial advice
industry via seminars, keynote addresses and panel discussions;
and
-- Award/Recognition Events: forums held to recognise excellence
in the financial planning and advice industry.
InvestmentNews' Live Event portfolio
Event Description Launch
date
A one day workshop designed for female
advisers who want to develop their
skill sets. It is held in three cities
(Boston, Chicago and San Francisco).
InvestmentNews plans to add a fourth
Women Adviser Summit city in 2018 (Denver). 2015
A roundtable and workshop created specifically
for aggregators, who represent thousands
of retirement plan advisers, and consultants,
who work closely with both retirement
plan advisers and plan sponsors, will
address and discuss the key themes
Retirement Plan and opportunities within the evolving
Adviser Think Tank profession of retirement plan advice. 2018
This new one-day think tank will provide
diversity and inclusion best practices
around key themes such as recruitment,
retention, firm culture and communication
strategies. The awards will recognize
individuals and firms that excel in
creating a successful environment that
Diversity and Inclusion embraces a culture of diversity and
Think Tank and Awards inclusion. 2018
This VIP roundtable and workshop unites
FinTech decision- makers from some
of the top broker-dealers, custodians
and large RIA firms to identify and
discuss technology solutions that will
enable innovation - and solve complex
problems - across the financial advice
FinTech Think Tank industry. 2017
A two day educational event providing
insights and solutions on retirement
income strategies for advisers, including
an assessment of the challenges and
opportunities advisers face when generating,
Retirement Income sustaining and protecting their clients'
Summit retirement income. 2006
An awards event honouring the most
influential and powerful women in the
US wealth management industry. It also
has a 'companion' executive brief focused
on highlighting best practices in attracting
Women to Watch Awards and retaining women in leadership roles. 2016
Recently revised format, including
sessions to inform and educate financial
advisers on the latest trends in investing
solutions available to retail investors.
Innovators in Investing Includes integrated live and video
video webcast series webcasts. 2017
Brings together financial advisers
and influential firms for a full day
conference. Attendees participate in
facilitated workshop sessions designed
to address the challenges and opportunities
within their businesses. The workshops
also help to translate InvestmentNews'
Best Practices benchmarking studies into personalised,
workshops & awards practical strategies for growth. 2013
A half day event tailored to women
working in the financial services industry
with discussions focusing on leadership
and advancement of women's issues to
encourage more females to join the
financial services industry as well
Women's Leadership as empowering those currently working
Forum in financial services. 2013
A think tank bringing together the
industry's best young minds to identify
challenges and opportunities that will
Future of the Business shape the future of financial advice. 2017
An awards showcase of the leaders,
visionaries and legends who have shaped
Icons & Innovators the US financial advice industry. 2017
Revenues predominantly consist of sponsorship (approximately 85
per cent.) with the balance coming from delegate ticket sales.
In the year ended 31 December 2017, InvestmentNews' Live Events
segment generated audited revenue of $1.447 million (2016: $1.037
million), representing approximately 8.6 per cent. of consolidated
revenue (2016: 6.0 per cent.).
Data & Insight
InvestmentNews has two research propositions:
-- Benchmarking research: InvestmentNews' market leading
independent benchmarking studies for financial advisers are sold to
financial advisers, private equity firms, consultants and
investment banks. In addition to individual benchmarking study
sales, benchmarking research generates revenues via report
sponsorships, webcasts, eNewsletters, and 'cut reports' (clients
buy "cuts" of the benchmarking data for product development, and to
populate their own internal tools for advisers). The business
currently has three benchmarking offerings:
-- Financial Performance Study of Advisory Firms (to be renamed
'The Study of Pricing & Profitability'): long running and
widely used independent benchmarking study in the US financial
advice industry, allowing advisers to benchmark their businesses
against the revenues, expenses and profitability of hundreds of
advisory firms across the industry. The study is priced at
$499;
-- Adviser Compensation and Staffing Study: provides
professionals with benchmarking data to evaluate their firm's
salaries, structure and overall human capital strategy. The study
is priced at $499; and
-- Adviser Technology Study: technology blueprint for advisers.
The study provides detailed information on the overall levels of
technology investments and specific allocations, broken out by firm
size and type. The study is priced at $299.
-- Custom research: InvestmentNews offers bespoke research
solutions by leveraging its experience of the US FA/WM sector. The
custom research team works closely with its clients, using its
experience and research techniques to understand clients' business
goals and challenges. InvestmentNews produces, and at times
distributes, the high-level findings of its custom research through
white papers, executive briefs, research studies or webcasts.
InvestmentNews also has a suite of four database products:
-- Broker Dealer Data Center: offers recruitment and financial
data on more than 100 independent broker-dealers in the US. It is
priced at $795;
-- Advisers on the Move: provides details about specific
advisers and teams who have recently changed firms, including
details of the firms they have joined and have left. It is priced
at $99;
-- RIA Data Center: is an interactive ranking tool providing
professionals with access to key information on fee only registered
investment advisers, including their average account size,
discretionary and nondiscretionary assets under management, as well
as total assets held under management. It is priced at $595;
and
-- Investment Adviser Research Dashboard: is powered by
InvestmentNews' Financial Performance Study and its Adviser
Compensation and Staffing Benchmarking Study. It is a competitive
intelligence and benchmarking tool collated via a survey from over
500 independent advisory firms. It is used by financial advisers
who are looking to effectively manage and grow their businesses. It
is priced at $999 per annum per user.
In the year ended 31 December 2017, InvestmentNews' Data &
Insight segment generated audited revenue of $1.327 million (2016:
$0.703 million), representing approximately 7.9 per cent. of
consolidated revenue (2016: 4.1 per cent.).
Growth Opportunities
The Directors believe that there are a range of opportunities
available to InvestmentNews to grow its business organically and
also to deploy capital for accretive strategic acquisitions:
-- Business Information:
o Weekly publication: the Directors believe that adapting and
innovating the print product, revising the title's pricing
strategy, increasing paid subscriptions and custom publishing
should maintain margins and minimise contribution decline from its
print publication;
-- Digital: the Directors believe that:
o The introduction of a new technology platform under the
Company's ownership should improve audience insight and
intelligence, leading to better targeted online content and a
larger, more engaged audience; and
o A larger, more engaged audience should, in turn, allow
InvestmentNews' sales team to improve volumes and yields of
traditional digital advertising, deliver greater paid for
subscriptions volumes and further develop its custom product
offering, driving custom digital revenues.
-- Live Events:
The Directors believe that:
o An increased understanding of InvestmentNews' on and off-line
community will provide the Company with greater insight into the
current sector trends;
o This will, in turn, allow InvestmentNews to create more
engaging live event content attracting greater numbers of delegates
and sponsors, and enabling it to increase sponsorship yield, from
each event;
o A better understanding of InvestmentNews' on and offline
community will also allow the Company to better target new live
event launches. For example, InvestmentNews used its knowledge and
network of top retirement plan advisers ("RPAs") to create an RPA
Think Tank event which launched in Q1 2018;
-- As a result, the scale and the number of events in the Live
Event portfolio should increase significantly.
Data & Insight:
-- The Directors intend to expand upon InvestmentNews' Data
& Insight team to build on the success of the business' custom
research proposition;
-- They also intend to leverage InvestmentNews' existing
research capabilities, benchmarking and database products to create
a new series of Data & Insight products that will cover the
technical facets of the US FA/WM sector and/or the practice
management issues that many of InvestmentNews' community face. New
products include an investment management usage study and a new
market sizing study;
-- InvestmentNews' management has identified a number of
acquisition targets that are closely aligned to the Data &
Insight growth strategy and which would provide the business with a
significant step change.
Advertising and sponsorship clients
Over the last twenty years, the InvestmentNews leadership team
has built relationships with key decision makers at many of the
leading financial services firms in the US who advertise in or
sponsor the business' products and services.
In the year ended 31 December 2017, the business had a total of
190 advertising and sponsorship clients ranging across the US FA/WM
sector with a low level of customer concentration. InvestmentNews'
top three clients only accounted for, in aggregate, approximately
14 per cent., and its top ten clients only accounted for, in
aggregate, approximately 35 per cent., of total advertising and
sponsorship revenues.
Sales and Marketing
The InvestmentNews sales team comprises a national sales
manager, supported by five regional sales managers who oversee key
client and agency relationships on a geographic basis. They work
individually, as a team and, on key accounts, with the Publisher
and/or Associate Publisher as appropriate.
Each sales manager sells across all of InvestmentNews Business
Information and Data & Insight propositions and has an
individual sales target. The business has a Live Events sales
executive who focuses on that business area, working with the
Director of Events and also in partnership with the wider sales
team on cross-media pitches.
InvestmentNews' Director of Marketing leads the business' market
activities, supported by a team of two marketeers and works closely
with both the sales and content teams.
Operations
InvestmentNews' printing and distribution, reprints, business
operational processes, technology, finance and other general and
administrative functions are carried out by Crain. The Company and
Crain have negotiated the Transition Services Agreement whereby
Crain will continue to provide all of the above services to
InvestmentNews for up to two years for a fee.
Competition
The Directors believe that InvestmentNews' major competitors
include ALM Media (owner of Investment Advisor and Think Advisor),
Charter Financial Publishing Network (Financial Advisor), the
Financial Times (Financialadvisoriq.com), Informa plc (owner of
Wealth Management) and SourceMedia (owner of Financial Planning and
OnWallStreet).
InvestmentNews is a market leading B2B information brand in the
US FA/WM sector, as measured by the number of advertisement pages,
size of digital audience, website traffic and paid subscribers.
Senior management
InvestmentNews has approximately 38 employees. On completion of
the Acquisition Agreement all of those individuals will be offered
employment by Indigo Opco on terms no less beneficial than those
currently enjoyed by them. The profiles of four of the key members
of senior management may be summarised as follows:
-- Suzanne Siracuse - Publisher: oversees the strategy,
financial performance and day-to-day operations of the business.
She was part of the brand's launch team in 1997, became publisher
in 2006 having previously served as associate publisher, and has
led the InvestmentNews business since then. She is also an
experienced advocate and speaker in the US FA/WM and Diversity
sectors.
-- Frederick Gabriel Jr. - Editor: has worked at InvestmentNews
for over twenty years. He is an awardwinning journalist who served
as both a reporter and editor on a number of financial publications
prior to joining InvestmentNews. He is responsible for overseeing
all editorial coverage for InvestmentNews' weekly publication and
website as well as setting the business operational and editorial
strategy.
-- Mark Bruno - Associate Publisher: responsible for
InvestmentNews' custom publishing, research businesses and data
product sales. He is an award-winning journalist, author and
researcher who has written for and edited a number of financial
publications over the last decade.
-- Josh Brous - Director of Events and Integrated Solutions:
joined InvestmentNews in September 2017. He oversees the strategy,
development, execution and growth of InvestmentNews' live events
portfolio. He has over 15 years' live event and conference
experience having previously worked as VP of Events at Haymarket
Media Inc., where he managed their global conferences, awards and
virtual events business and prior to that spent 7 years overseeing
events for Summit Business Media with a focus on brands serving
finance, insurance and legal sectors.
Financial overview and HFI summary
For the year ended 31 December 2017, InvestmentNews reported
audited revenues of $16.754 million (2016: $17.244 million), and
profit before tax of $0.670 million (2016: $0.567 million), prior
to an allocated central cost of $4.428 million, which, for the
twelve months following Completion, is estimated to be
approximately $1.114 million.
Year ended Year ended Year ended
31 December 2017 31 December 2016 31 December 2015
$'000
Revenue 16,754 17,244 19,130
Gross profit 13,600 14,118 15,808
Profit before
taxation 670 567 2,113
Profit before
taxation prior
to central cost 5,098 5,456 6,695
PLACING & ADMISSION STATISTICS
Placing Price per Placing Share 80p(1)
Number of Existing Ordinary Shares in issue
immediately prior
to the Share Reorganisation(2) 172,061,640
---------------------
Number of New Ordinary Shares of 1 pence each
in issue after the Share Reorganisation 4,301,541
---------------------
Minimum number of Placing Shares 22,125,000
---------------------
Maximum number of Placing Shares 28,125,000
---------------------
Maximum number of Consideration Shares 4,769,173
---------------------
Number of Adviser Shares 1,937,813
---------------------
Number of New Ordinary Shares in issue immediately
following Admission(3) 33,133,527
---------------------
Percentage of the Enlarged Share Capital represented 66.78 per cent.
by the Placing Shares(3)
---------------------
Market capitalisation of the Company at the GBP26.5 million
Placing Price at Admission(3)
---------------------
Estimated net proceeds of the Placing receivable GBP16.5 million
by the Company(3)
---------------------
Existing AIM Ticker VIS
---------------------
New AIM Ticker(4) BONH
---------------------
Existing ISIN for the Ordinary Shares GB0006563406
---------------------
New ISIN for the New Ordinary Shares GB00BFWYSS80
---------------------
Website www.vitessemedia.com
---------------------
Website from Admission www.bonhillplc.com
---------------------
A US Dollar to Pounds Sterling exchange rate of approximately
US$1.31/GBP1.00 has been applied throughout unless stated
otherwise.
Notes:
(1) This is the price post Share Reorganisation (equivalent to a
placing price of 2 pence per share prior to the Share
Reorganisation).
(2) This comprises the 172,061,632 Existing Ordinary Shares in
issue as at today's date and the further 8 Existing Ordinary Shares
to be issued prior to the Share Reorganisation.
(3) Based on the minimum number of Placing Shares of
22,125,000.
(4) The proposed new AIM Ticker shall become effective only if
the Resolutions are passed at the General Meeting.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2018
Publication and posting of the Admission Document 31 July
and the Forms of Proxy
------------------
Latest time and date for return of Forms of 1.00 p.m. on
Proxy or CREST Proxy instructions for the General 14 August
Meeting
------------------
General Meeting 1.00 p.m. on
16 August
------------------
Announcement of the result of the General Meeting 16 August
------------------
Record Date for the Share Reorganisation close of business
on 16 August
------------------
Issue of the EIS Placing Shares and the VCT 16 August
Placing Shares
------------------
Admission to trading on AIM of the Enlarged 8.00 a.m. on
Share Capital, completion of the Acquisition, 17 August
dealings in the New Ordinary Shares commence
and enablement in CREST
------------------
Despatch of definitive share certificates for by 24 August
New Ordinary Shares in certificated form (where
applicable)
------------------
Notes:
(1) References to times are to London, UK time (unless otherwise
stated).
(2) The timing of the events in the above timetable is
indicative only. If any of the above times and/or dates are
adjusted by the Company, the revised times and/or dates will be
notified to the London Stock Exchange by an announcement via an RIS
and, where appropriate, to Shareholders.
DEFINITIONS
The following definitions apply throughout this announcement,
unless the context otherwise requires:
"2017 Placing" the placing by Stockdale Securities, as agent
of and on behalf of the Company, of 107,500,000
Existing Ordinary Shares at a price of 2 pence
per Existing Ordinary Share, which completed
on 27 September 2017
"Acquisition" the proposed acquisition of the Target Business
by Indigo Opco, a subsidiary of Vitesse pursuant
to the Acquisition Agreement and the Promissory
Note
---------------------------------------------------------
"Acquisition Agreement" the conditional agreement in relation to the
Acquisition dated 31 July 2018 between the
Sellers, Indigo Opco and the Company (and any
addendum thereto)
---------------------------------------------------------
"Admission" admission of the Enlarged Share Capital to
trading on AIM becoming effective in accordance
with the AIM Rules for Companies
---------------------------------------------------------
"Admission Document" the Company's admission document expected to
be published and sent to shareholders on 31
July 2018
---------------------------------------------------------
"Adviser Shares" an aggregate of up to 1,937,813 New Ordinary
Shares which are to be issued to Stockdale
Securities, Canaccord Genuity and Taurus London
(a trading name of Liberum Capital Limited)
in satisfaction of certain fees payable by
the Company to such advisers in relation to
the Acquisition, Placing and Admission, as
applicable
---------------------------------------------------------
"AIM" the market of that name operated by the London
Stock Exchange
---------------------------------------------------------
"AIM Rules for the AIM Rules for Companies published by the
Companies" London Stock Exchange, as amended
---------------------------------------------------------
"Articles" or the articles of association of Vitesse Media
"Articles of Association" plc in place at the date of this announcement
---------------------------------------------------------
"Board" or "Directors" the directors of the Company
---------------------------------------------------------
"Brokers" Stockdale Securities and Canaccord Genuity
---------------------------------------------------------
"B2B" business-to-business
---------------------------------------------------------
"CAGR" compound annual growth rate
---------------------------------------------------------
"Canaccord Genuity" Canaccord Genuity Limited, a company incorporated
in England and Wales with registered number
01774003
---------------------------------------------------------
"certificated" means not in uncertificated form (that is,
or "in certificated not in CREST)
form"
---------------------------------------------------------
"City Code" or the City Code on Takeovers and Mergers issued
"Takeover Code" by the Panel on Takeovers and Mergers
---------------------------------------------------------
"Companies Act" the Companies Act 2006 as amended
or "Act"
---------------------------------------------------------
"Company" or "Vitesse" Vitesse Media plc, a company incorporated in
England and Wales with registered number 02607995
---------------------------------------------------------
"Completion" completion of the Acquisition
---------------------------------------------------------
"Consideration up to 4,769,173 New Ordinary Shares which are
Shares" to be issued pursuant to the Acquisition
---------------------------------------------------------
"Crain" Crain Communications, Inc., one of the Sellers
---------------------------------------------------------
"CREST" the computerised settlement system operated
by Euroclear which facilitates the holding
of and transfer of shares in uncertificated
form
---------------------------------------------------------
"Deferred Consideration" the principal amount of US$6,000,000 (together
with all interest and costs payable in respect
thereof) payable by Indigo Opco to the Sellers
by way of deferred consideration pursuant to
the Acquisition in accordance with the terms
of the Promissory Note
---------------------------------------------------------
"Deferred Shares" the Existing Deferred Shares and the New Deferred
Shares as the circumstances dictate
---------------------------------------------------------
"EIS" Enterprise Investment Scheme under provision
of Part 5 of the Income Tax Act 2007
---------------------------------------------------------
"EIS Placing" the conditional placing by Stockdale Securities
and Canaccord Genuity, as agents of and on
behalf of the Company of the EIS Placing Shares
at the Placing Price on the terms and subject
to the conditions of the Placing Agreement
---------------------------------------------------------
"EIS Placing Shares" the New Ordinary Shares which are to be issued
under the Placing to certain Placees seeking
to benefit from EIS relief
---------------------------------------------------------
"Enlarged Group" the Group following the acquisition of the
Target Business
---------------------------------------------------------
"Enlarged Share the share capital of the Company on Admission,
Capital" comprising the New Ordinary Shares arising
pursuant to the Share Reorganisation, the Consideration
Shares, the Placing Shares and the Adviser
Shares
---------------------------------------------------------
"ERISA" the Employee Retirement Income Security Act
1974
---------------------------------------------------------
"EU" the European Union
---------------------------------------------------------
"Euroclear" Euroclear UK and Ireland Limited (formerly
named CrestCo Limited), the operator of CREST
---------------------------------------------------------
"Existing Deferred deferred shares of 9p each in the capital of
Shares" the Company in issue at the date of this announcement
---------------------------------------------------------
"Existing Ordinary the ordinary share capital of the Company at
Share Capital" the date of this announcement, comprising 172,061,632
Existing Ordinary Shares
---------------------------------------------------------
"Existing Ordinary ordinary shares of 1p each in the capital of
Shares" the Company in issue prior to the Share Reorganisation
---------------------------------------------------------
"FA/WM" financial adviser/wealth manager
---------------------------------------------------------
"FCA" the Financial Conduct Authority
---------------------------------------------------------
"FSMA" the Financial Services and Markets Act 2000,
as amended
---------------------------------------------------------
"General Meeting" the general meeting of the Company convened
for 1.00 p.m. on 16 August 2018 at the offices
of Dentons UK and Middle East LLP at One Fleet
Place, London EC4M 7WS, and any adjournment
thereof
---------------------------------------------------------
"Group" the Company and its subsidiaries at the date
of this announcement
---------------------------------------------------------
"HMRC" Her Majesty's Revenue & Customs
---------------------------------------------------------
"Indigo Holdco" Indigo Invest Holdco, Inc, a wholly owned US
subsidiary of the Company
---------------------------------------------------------
"Indigo Opco" Indigo Opco, LLC, an indirect wholly owned
US subsidiary of the Company, established for
the purpose of effecting the Acquisition
---------------------------------------------------------
"InvestmentNews" the print and digital business information,
live events and data and research products
and services business for the financial advisory
and wealth management market, owned by Crain
and being acquired by the Company under the
Acquisition Agreement
---------------------------------------------------------
"London Stock London Stock Exchange plc
Exchange"
---------------------------------------------------------
"MAR" Market Abuse Regulation (596/2014)
---------------------------------------------------------
"New Articles" the new articles of association of Vitesse
or "New Articles Media plc proposed to be adopted by special
of Association" resolution at the General Meeting
---------------------------------------------------------
"New Deferred the deferred shares of 9p each in the capital
Shares" of the Company arising from the Share Reorganisation
---------------------------------------------------------
"New Ordinary the ordinary shares of 1p each in the capital
Shares" of the Company arising upon completion of the
Share Reorganisation, the Consideration Shares,
the Placing Shares and the Adviser Shares
---------------------------------------------------------
"New Share Option the new Vitesse Share Option Scheme to be adopted
Scheme" on or around Admission
---------------------------------------------------------
"Ordinary Shares" the Existing Ordinary Shares or the New Ordinary
Shares as the circumstances dictate
---------------------------------------------------------
"Overseas Shareholders" Shareholders who are resident in or a citizen
or a national of any country outside the United
Kingdom
---------------------------------------------------------
"Placees" any person who has agreed to subscribe for
Ordinary Shares pursuant to the Placing
---------------------------------------------------------
"Placing" the conditional placing by Stockdale Securities
and Canaccord Genuity, as agents of and on
behalf of the Company, of the Non- EIS/VCT
Placing Shares, the EIS Placing Shares and
the VCT Placing Shares at the Placing Price
on the terms and subject to the conditions
of the Placing Agreement
---------------------------------------------------------
"Placing Agreement" the agreement dated 31 July 2018 and made between
the Company, the Directors, Stockdale Securities
and Canaccord Genuity
---------------------------------------------------------
"Placing Price" 80p per Placing Share (equivalent to a placing
price of 2 pence per share pre-Share Reorganisation)
---------------------------------------------------------
"Placing Shares" a minimum of 22,125,000 New Ordinary Shares
and a maximum of 28,125,000 New Ordinary Shares
which are to be issued under the Placing comprising
the EIS Placing Shares, VCT Placing Shares
and Non-EIS/VCT Placing Shares
---------------------------------------------------------
"Promissory Note" a promissory note to be entered into on Completion
from Indigo Opco, Indigo Holdco and the Company
to Crain in relation to the payment by Indigo
Opco of the Deferred Consideration
---------------------------------------------------------
"Proposals" the Acquisition, the Placing, the Share Reorganisation,
adoption of the New Articles, the proposed
change of the Company's name and Admission
---------------------------------------------------------
"QCA Guidelines" the corporate governance guidelines for small
and mid-size quoted companies published by
the Quoted Companies Alliance in April 2018
---------------------------------------------------------
"Record Date" close of business on 16 August 2018
---------------------------------------------------------
"Registrars" or Share Registrars Limited
"Share Registrars"
---------------------------------------------------------
"Regulatory Information a regulatory information service that is approved
Service" or "RIS" by the FCA and that is on the list of regulatory
information service providers as maintained
by the FCA
---------------------------------------------------------
"Remuneration the remuneration committee of the Company
Committee"
---------------------------------------------------------
"Resolutions" the resolutions to be proposed at the General
Meeting
---------------------------------------------------------
"SEC" U.S. Securities and Exchange Commission
---------------------------------------------------------
"Securities Act" US Securities Act of 1933, as amended
---------------------------------------------------------
"Sellers" Crain and Crain Management Services, Inc.
---------------------------------------------------------
"Share Reorganisation" the proposed reorganisation of the Company's
Existing Ordinary Shares
---------------------------------------------------------
"Shareholders" holders of Ordinary Shares from time to time
---------------------------------------------------------
"Share Option the Vitesse Share Option Scheme, which is being
Scheme" replaced by the New Share Option Scheme
---------------------------------------------------------
"Sterling", "GBP", the lawful currency of the UK
"pence" or "p"
---------------------------------------------------------
"Stockdale Securities" Stockdale Securities Limited, a company incorporated
in England and Wales with registered number
00762818
---------------------------------------------------------
"Takeover Panel" the UK Panel on Takeovers and Mergers
---------------------------------------------------------
"Target Business" the trade and assets of InvestmentNews being
acquired by Indigo Opco, a subsidiary of the
Company under the Acquisition Agreement
---------------------------------------------------------
"TSA" or "Transition the conditional agreement concerning the provision
Services Agreement" of certain ongoing services to be entered into
on Completion between Crain (as the provider
of the services) and Indigo Opco (as the recipient
of the services)
---------------------------------------------------------
"uncertificated" recorded on the relevant register of Ordinary
or "uncertificated Shares as being held in Uncertificated Form
form" in CREST and title to which, by virtue of the
CREST Regulations, may be transferred by means
of CREST
---------------------------------------------------------
"United Kingdom" the United Kingdom of Great Britain and Northern
or "UK" Ireland
---------------------------------------------------------
"United States", the United States of America, its territories
"USA", or "US" and possessions, any state of the United States
and the District of Columbia
---------------------------------------------------------
"VAT" value added tax
---------------------------------------------------------
"VCT" a company approved as a Venture Capital Trust
under the provisions of Part 6 of the Income
Tax Act 2007
---------------------------------------------------------
"VCT Placing" the conditional placing by Stockdale Securities
and Canaccord Genuity, as agents of and on
behalf of the Company of the VCT Placing Shares
at the Placing Price on the terms and subject
to the conditions of the Placing Agreement
---------------------------------------------------------
"VCT Placing Shares" the New Ordinary Shares which are to be issued
under the Placing to certain Placees seeking
to benefit from VCT relief
---------------------------------------------------------
"$" US dollars, the lawful currency of the US
---------------------------------------------------------
NOTICE TO OVERSEAS SHAREHOLDERS
The Placing Shares have not been and will not be registered or
qualified under the relevant laws of any state, province or
territory of the Excluded Territories and may not be offered or
sold, resold, taken up, transferred, delivered or distributed,
directly or indirectly, into or within any of the Excluded
Territories except pursuant to an applicable exemption from such
Excluded Territory's registration or qualification
requirements.
Subject to certain exceptions in compliance with the Securities
Act and the rules promulgated thereunder or any applicable laws in
the Excluded Territories, this announcement will not be published,
released, or distributed, directly or indirectly; and must not be
sent, in whole or in part: (i) in or into any Excluded Territory;
(ii) to any person within the United States; or (iii) to any person
in any jurisdiction where to do so might constitute a violation of
local securities laws or regulation.
The Placing Shares have not been and will not be registered
under the Securities Act or under any securities laws of any state
or other jurisdiction of the United States. The Placing Shares may
not be offered, sold, taken up, exercised, resold, transferred or
delivered, directly or indirectly to or within the United States or
to any US Person, except pursuant to an applicable exemption from,
or a transaction not subject to, the registration requirements of
the US Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United
States. There will be no public offer in the United States.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission (the SEC), any state
securities commission in the United States or any other US
regulatory authority, nor have any of the foregoing authorities
passed upon or endorsed the merits of the offering of the Placing
Shares or the accuracy or adequacy of this announcement. Any
representation to the contrary is a criminal offence in the United
States.
No action has been taken by the Company, Stockdale Securities or
Canaccord Genuity that would permit an offer of the Placing Shares
or possession or distribution of this announcement or any other
offering or publicity material in any jurisdiction where action for
that purpose is required, other than the United Kingdom. None of
the Company, Stockdale Securities, Canaccord Genuity or any of
their respective affiliates, directors, officers, employees or
advisers is making any representation to any offeree, purchaser or
acquirer of Placing Shares regarding the legality of an investment
in the Placing Shares by such offeree, purchaser or acquirer under
the laws applicable to such offeree, purchaser or acquirer. This
announcement does not constitute an offer to sell the Placing
Shares to any person in any jurisdiction. The Company reserves the
right, in its sole and absolute discretion, to reject any
subscription or purchase of the Placing Shares that the Company or
its representatives believe may give rise to a breach or violation
of any law, rule or regulation.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
Certain statements contained in this announcement constitute
forward-looking statements. The forward-looking statements
contained in this announcement include statements about the
expected effects of the Admission, the expected timing of the
Admission and other statements other than in relation to historical
facts. Forward-looking statements including, without limitation,
statements typically containing words such as "intends",
"anticipates", "targets", "estimates", "believes", "should",
"plans", "will", "expects" and similar expressions or statements
that are not historical facts are intended to identify those
expressions or statements as forward-looking statements. The
statements are based on the current expectations of Vitesse and are
subject to uncertainty and changes in circumstances. By their
nature, forward-looking statements involve risk and uncertainty and
the factors described in the context of such forward-looking
statements in in this announcement could cause actual results and
developments to differ materially from those expressed in or
implied by such forward-looking statements. There are also a number
of other factors that could cause actual results or developments to
differ materially from those expressed or implied by such
forward-looking statements. These factors include, but are not
limited to, local and global political and economic conditions,
interest rate fluctuations (including those from any potential
credit rating decline) and legal or regulatory developments and
changes. Given these risks and uncertainties, investors should not
place undue reliance on forward-looking statements.
None of Vitesse, Stockdale Securities and Canaccord Genuity nor
any of their respective associates or directors, officers or
advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied by any
forward-looking statements contained in this announcement will
actually occur. Other than in accordance with their legal or
regulatory obligations (including under the AIM Rules, the
Disclosure and Transparency Rules of the Financial Conduct
Authority and the City Code on Takeovers and Mergers), none of
Vitesse, Stockdale Securities and Canaccord Genuity is under any
obligation, and each of them expressly disclaims any intention or
obligation, to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise
after the date of this announcement.
APPIX TERMS AND CONDITIONS OF THE PLACING
UNLESS DEFINED BELOW CAPITALISED TERMS ARE AS DEFINED IN THE
ADMISSION DOCUMENT.
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, DOES NOT CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT AND THIS APPIX DOES NOT CONSTITUTE OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF THE COMPANY IN ANY JURISDICTION IN WHICH ANY SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION
CONTAINED THEREIN (TOGETHER, THE "ANNOUNCEMENT") 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,
THE REPUBLIC OF IRELAND, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT
HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED
THAT IT WILL BE SO APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS AS DEFINED IN
SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS
AMED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE
MEANING OF ARTICLE 2(1)(e) OF DIRECTIVE 2003/71/EC AS AMED,
INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMING DIRECTIVE
(DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE
RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE
UNITED KINGDOM, QUALIFIED INVESTORS WHO (I) ARE PERSONS HAVING
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING
WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS 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 SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
INFORMATION TO DISTRIBUTORS
FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS OF EACH
OF (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS,
AS AMED ("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 FOR NO OTHER PURPOSES, EACH OF STOCKDALE
SECURITIES LIMITED ("STOCKDALE") AND CANACCORD GENUITY LIMITED
("CANACCORD GENUITY") HAS CARRIED OUT AN ASSESSMENT OF THE ORDINARY
SHARES AND HAS DETERMINED THEM TO BE: (I) COMPATIBLE WITH AN TARGET
MARKET OF RETAIL INVESTORS AND INVESTORS WHO MEET THE CRITERIA OF
PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES, EACH AS DEFINED
UNDER THE FCA'S CONDUCT OF BUSINESS SOURCEBOOK; AND (II) ELIGIBLE
FOR DISTRIBUTION THROUGH ALL DISTRIBUTION CHANNELS AS ARE PERMITTED
BY MIFID II (THE "TARGET MARKET ASSESSMENT").
ALL DISTRIBUTORS SHOULD NOTE THAT: THE PRICE OF ORDINARY SHARES
MAY DECLINE AND INVESTORS COULD LOSE ALL OR PART OF THEIR
INVESTMENT; THE ORDINARY SHARES OFFER NO CERTAINTY OF INCOME AND NO
CAPITAL PROTECTION; AND AN INVESTMENT IN THE ORDINARY SHARES IS
COMPATIBLE ONLY WITH INVESTORS WHO: (I) DO NOT NEED A CERTAIN AND
PROTECTED INCOME OR CAPITAL PROTECTION; AND (II) (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 HAVE SUFFICIENT RESOURCES TO BE ABLE TO BEAR ANY LOSSES THAT
MAY RESULT THEREFROM. THE TARGET MARKET ASSESSMENT IS ADDITIONAL TO
THE RESTRICTIONS CONTAINED WITHIN THE TERMS OF THE PLACING. IN ALL
CIRCUMSTANCES, STOCKDALE AND CANACCORD GENUITY 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 OTHERWISE; OR (B) A RECOMMATION TO
ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR
TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE ORDINARY
SHARES.
EACH DISTRIBUTOR IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET
MARKET ASSESSMENT IN RESPECT OF THE ORDINARY SHARES AND DETERMINING
APPROPRIATE DISTRIBUTION CHANNELS.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED
(THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY
OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN
EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING
SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY
PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN
RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL
NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY
INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
No action has been taken by the Company, Stockdale, Canaccord
Genuity or any of their respective affiliates, agents, directors,
officers or employees that would permit an offer of the Placing
Shares or possession or distribution of this announcement or any
other offering or publicity material relating to the Placing Shares
in any jurisdiction where action for that purpose is required.
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 (including its territories and possessions, any state of the
United States and the District of Columbia), Canada, the Republic
of Ireland, Australia, the Republic of South Africa, Japan or any
other jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such
jurisdiction.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Directive from the requirement to
produce a prospectus. In the United Kingdom, this announcement is
being directed solely at persons in circumstances in which section
21(1) of FSMA does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan, the Republic of Ireland or
the Republic of South Africa or in any other jurisdiction.
Accordingly, the Placing
Shares may not (unless an exemption under relevant securities
laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into the United States, Australia, Canada,
Japan, the Republic of Ireland or the Republic of South Africa or
any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligation 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 this
"Important Information" section of this announcement
Each person who is invited to and who chooses to participate in
the Placing (a "Placee") will be deemed to have read and understood
this announcement in its entirety, to be participating, making an
offer and subscribing for Placing 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 Placing 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
which has implemented the Prospectus Directive (each, a "Relevant
Member State") who acquires any Placing Shares pursuant to the
Placing:
2.1 it is a Qualified Investor within the meaning of Article
2(1)(e) of the Prospectus Directive;
2.2 in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive:
2.2.1 the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of Stockdale and Canaccord Genuity has been given to
the offer or resale; or
2.2.2 where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Directive as having been made to such
persons;
3 it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
announcement;
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; and
5 except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 3 above) is outside the United
States acquiring the Placing Shares in offshore transactions as
defined in and in accordance with Regulation S under the Securities
Act.
No prospectus
No prospectus or other offering document has been, or will be
submitted to be approved by the FCA or any other regulatory body in
any Relevant Member State in relation to the Placing or the Placing
Shares.
The Placees' commitments will be made solely on the basis of the
Admission Document and any supplementary admission document
published by the Company subsequent to the date of this
announcement and subject to any further terms set forth in the Form
of Confirmation to be sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the
content of this announcement is exclusively the responsibility of
the Company and confirms that it has neither received nor relied on
any information (other than the Admission Document and any
supplementary admission document published by the Company
subsequent to the date of this announcement), representation,
warranty or statement made by or on behalf of Stockdale, Canaccord
Genuity, the Company or any other person and none of Stockdale,
Canaccord Genuity, the Company or any other person acting on such
person's behalf nor any of their respective affiliates has or shall
have any liability for any Placee's decision to participate in the
Placing 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
Placing. Nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Stockdale and Canaccord Genuity 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, each of
Stockdale and Canaccord Genuity, as agent for and on behalf of the
Company, has agreed to use its reasonable endeavours to procure
Placees to subscribe for the Placing Shares at the Placing Price,
such subscription commitments being conditional upon the conditions
(summarised below) being satisfied by the Company or otherwise
waived by Stockdale and Canaccord Genuity.
The Placing Shares will, when issued, be subject to the articles
of association of the Company and credited as fully paid and will
rank pari passu in all respects with the Ordinary Shares, including
the right to receive all dividends and other distributions
declared, made or paid in respect of such Ordinary Shares after the
date of issue of the Placing Shares.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM.
It is expected that Admission will take place at 8.00 a.m. on or
around 17 August 2018 and that dealings in the Placing Shares on
AIM will commence at the same time.
Principal terms of the Placing
1 Stockdale is acting as nominated adviser and, together with
Canaccord Genuity, as joint brokers to the Placing, as agents for
and on behalf of the Company. Stockdale and Canaccord Genuity are
authorised and regulated in the United Kingdom by the FCA and are
acting exclusively for the Company and no one else in connection
with the matters referred to in this announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to their respective customers or for providing
advice in relation to the matters described in this
announcement.
2 Participation in the Placing will only be available to persons
who may lawfully be, and are, invited by Stockdale or Canaccord
Genuity to participate. Stockdale and Canaccord Genuity and any of
their respective affiliates are entitled to participate in the
Placing as principals.
3 The price per Placing Share will be payable by all Placees to
Stockdale or Canaccord Genuity (as applicable) (as agent of the
Company). The Placing Price and number of Placing Shares will be
agreed between the Company, Stockdale and Canaccord Genuity at the
close of the bookbuild and confirmed to Placees by telephone and/or
email along with their final allocation, and will be disclosed in
the announcement confirming the result of the Placing.
4 Each Placee's allocation is determined by Stockdale and
Canaccord Genuity in their discretion following consultation with
the Company and has been or will be confirmed orally by Stockdale
or Canaccord Genuity and a Form of Confirmation will be dispatched
as soon as possible thereafter. That oral confirmation will give
rise to an irrevocable, legally binding commitment by that person
(who at that point becomes a Placee), in favour of Stockdale or
Canaccord Genuity (as applicable) and the Company, under which it
agrees to acquire the number of Placing Shares allocated to the
Placee at the Placing Price and otherwise on the terms and subject
to the conditions set out in this Appendix and in accordance with
the Company's articles of association. Except with Stockdale's and
Canaccord Genuity's prior written consent, such commitment will not
be capable of variation or revocation at the time at which it is
submitted.
5 Each Placee's allocation and commitment will be evidenced by a
Form of Confirmation issued to each such Placee by Stockdale or
Canaccord Genuity (as applicable). The terms and conditions of this
Appendix will be deemed incorporated in that Form of
Confirmation.
6 Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to Stockdale and Canaccord Genuity (as
applicable) (as agent for the Company), to pay to Stockdale or
Canaccord Genuity (as applicable) (or as Stockdale or Canaccord
Genuity (as applicable) may direct) in cleared funds an amount
equal to the product of the Placing Price and the number of Placing
Shares such Placee has agreed to acquire and the Company has agreed
to allot and issue to that Placee.
7 Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be issued pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
8 All obligations of Stockdale and Canaccord Genuity under the
Placing will be subject to fulfilment of the conditions referred to
below under "Conditions of the Placing" and to the Placing not
being terminated on the basis referred to below under "Termination
of the Placing".
9 By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
10 To the fullest extent permissible by law and applicable FCA
rules, none of (a) Stockdale, (b) Canaccord Genuity, (c) any of
their respective affiliates, agents, directors, officers,
consultants, (d) to the extent not contained within (a) or (b), any
person connected with Stockdale or Canaccord Genuity as defined in
FSMA ((c) and (d) being together "affiliates" and individually an
"affiliate" of Stockdale or Canaccord Genuity (as applicable)) or
(e) any person acting on Stockdale's or Canaccord Genuity's behalf,
shall have any liability (including to the extent permissible by
law, any fiduciary duties) to Placees or to any other person
whether acting on behalf of a Placee or otherwise. In particular,
none of Stockdale, Canaccord Genuity or any of their respective
affiliates shall have any liability (including, to the extent
permissible by law, any fiduciary duties) in respect of their
conduct of the Placing or of such alternative method of effecting
the Placing as Stockdale, Canaccord Genuity and the Company may
agree.
Further details regarding the EIS Placing Shares and VCT Placing
Shares
The Company has applied for advance assurance from HMRC that the
EIS Placing Shares and the VCT Placing Shares will rank as
"eligible shares" for the purposes of EIS and will be capable of
being a "qualifying holding" for the purposes of investment by
VCTs. However, none of the Company, the Directors or any of the
Company's advisers give any warranty or undertaking that such
reliefs will either apply or, if they do apply, will continue to be
available and not withdrawn at a later date. If the Company carries
on activities beyond those disclosed to HMRC, then Shareholders may
cease to qualify for the tax benefits. The actual availability of
EIS relief and qualifying status for VCT purposes would be
contingent upon certain conditions being met by both the Company
and the relevant investors.
Investors must take their own professional advice in order that
they may fully understand how the relief legislation may apply in
their individual circumstances and rely on it. In particular,
investors should note it is intended that, if the Placing Agreement
has not been terminated in accordance with its terms before such
time, the Company will unconditionally allot and issue the EIS
Placing Shares and VCT Placing Shares on the business day prior to
the anticipated date of Admission. Accordingly, the allotment and
issuance of the EIS Placing Shares and VCT Placing Shares is not
conditional on the allotment and issuance of the remaining Placing
Shares, nor on Admission occurring, nor on the completion of the
Acquisition Agreement (as referred to below). Further details in
relation to the Placing Agreement conditions are contained
below.
Part III of the Admission Document (Risk Factors) and paragraph
12 of Part VII of the Admission Document (Additional Information)
also contains information on the EIS, VCTs and the availability of
EIS relief and the qualifying status for VCT purposes.
Registration and Settlement
Settlement of transactions in the Placing Shares will take place
inside the CREST system.
Settlement of transactions in the Placing Shares will, unless
otherwise agreed, take place on a delivery versus payment basis
within CREST.
The Company will procure the delivery of the Placing Shares to
CREST accounts operated by Canaccord Genuity or Stockdale (if
applicable) for the Company and Canaccord Genuity or Stockdale (as
applicable) will enter their delivery (DEL) instructions into the
CREST system. The input to CREST by each Placee of a matching or
acceptance instruction will then allow delivery of the relevant
Placing Shares to that Placee against payment.
The Company reserves the right to require settlement for and
delivery of the Placing Shares (or a portion thereof) to any Placee
in any form it requires if, in Canaccord Genuity's and Stockdale's
opinion, delivery or settlement is not possible or practicable
within CREST or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Following the close of the bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing may be sent a
conditional trade confirmation stating the number of Placing
Shares, the Placing Price and the subscription amount payable to be
allocated to it and will be required to provide Stockdale or
Canaccord Genuity (if applicable) with funds sufficient to purchase
such securities prior to the Settlement Date (see below).
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Company may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for the Company's 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 may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf.
It is expected that settlement will take place on or about 17
August 2018 in CREST on a basis in accordance with the instructions
set out in the conditional trade confirmation. Settlement will be
through Canaccord Genuity against CREST ID: 805 or Stockdale
against CREST ID: MAMAY (as applicable).
Following the close of the bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent a
conditional trade confirmation(s) stating the number of Placing
Shares to be allocated to it at the Placing Price and settlement
instructions.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
the applicable registration and settlement procedures, including if
applicable, CREST rules and regulations and settlement instructions
that it has in place with Canaccord Genuity or Stockdale (as
applicable).
If the Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the conditional trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Trade Date: 15 August 2018
Settlement Date: 17 August 2018 (Electronic)
ISIN code for the Placing Shares: GB00BFWYSS80
SEDOL code for the Placing Shares: BFWYSS80
No UK stamp duty or stamp duty reserve tax should be payable to
the extent that the Placing Shares are issued into CREST to, or to
the nominee of, a Placee who holds those shares beneficially (and
not as agent or nominee for any other person) within the CREST
system and registered in the name of such Placee or such Placee's
nominee provided that the Placing Shares are not issued to a person
whose business is or includes issuing depositary receipts or the
provision of clearance services or to an agent or nominee for any
such person.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, UK stamp duty or stamp
duty reserve tax may be payable, for which none of the Company,
Stockdale or Canaccord Genuity will be responsible, and the Placee
to whom (or on behalf of whom, or in respect of the person for whom
it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such UK stamp duty or stamp duty reserve tax
undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company, Stockdale and Canaccord Genuity in the event
that the Company, Stockdale or Canaccord Genuity has incurred any
such liability to UK stamp duty or stamp duty reserve tax. If this
is the case, each Placee should seek its own advice and notify
Canaccord Genuity or Stockdale accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of Stockdale and Canaccord Genuity under the
Placing Agreement are, and the Placing is, conditional upon, inter
alia:
(a) none of the warranties or undertakings contained in the
Placing Agreement being or having become untrue, inaccurate or
misleading at any time before Admission, and no fact or
circumstance having arisen which would constitute a breach of any
of the warranties or undertakings given in the Placing Agreement or
which would constitute a Specified Event;
(b) the performance by the Company and the Directors of their
obligations under the Placing Agreement to the extent they fall to
be performed prior to Admission;
(c) the due convening of the General Meeting and passing of the
Resolutions thereat without amendment;
(d) the completion of the Share Reorganisation;
(e) the Company allotting the Placing Shares prior to and, save
in respect of the EIS Placing Shares and the VCT Placing Shares,
conditional only on Admission, in accordance with the Placing
Agreement;
(f) the Acquisition Agreement being unconditional in all
respects, save for any conditions in the Acquisition Agreement that
relate to Admission and the Placing Agreement; and
(g) Admission occurring by not later than 8.00 a.m. on 17 August
2018 (or such later date as the Company, Stockdale and Canaccord
Genuity may agree in writing, in any event being not later than 17
September 2018),
(all conditions to the obligations of Stockdale and Canaccord
Genuity included in the Placing Agreement being together, the
"conditions").
If any of the conditions are not fulfilled or, where permitted,
waived in accordance with the Placing Agreement within the stated
time periods (or such later time and/or date as the Company,
Stockdale and Canaccord Genuity may agree that the Placing and the
rights and obligations in it shall terminate at such time and each
Placee agrees that no claim can be made by or on behalf of the
Placee (or any person on whose behalf the Placee is acting) in
respect thereof.
By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Placing" below and will not be capable of rescission or termination
by it.
Certain conditions may be waived in whole or in part by
Stockdale and Canaccord Genuity, in their absolute discretion by
notice in writing to the Company and Stockdale and Canaccord
Genuity may also agree in writing with the Company to extend the
time for satisfaction of any condition. Any such extension or
waiver will not affect Placees' commitments as set out in this
announcement.
Stockdale and Canaccord Genuity may terminate the Placing
Agreement in certain circumstances, details of which are set out
below.
Neither Stockdale, Canaccord Genuity, 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 any of them may make as to whether or not
to waive or to extend the time and/or date for the satisfaction of
any condition nor for any decision any of them may make as to the
satisfaction of any condition or in respect of the Placing
generally, and by participating in the Placing, each Placee agrees
that any such decision is within the absolute discretion of
Stockdale and Canaccord Genuity.
Termination of the Placing
Either Stockdale or Canaccord Genuity (as the case may be) may
terminate the Placing Agreement, in accordance with its terms, at
any time prior to Admission if, inter alia:
1 it comes to the attention of Stockdale or Canaccord Genuity
that any of the warranties in the Placing Agreement were not true
or accurate, or were misleading when given or deemed given; or
2 it comes to the attention of Stockdale or Canaccord Genuity
that the Company has failed to comply with its obligations under
the Placing Agreement, the Companies Act, FSMA, the AIM Rules for
Companies or other applicable law; or
3 it comes to the attention of Stockdale or Canaccord Genuity
that any statement contained in the Admission Document has become
or been discovered to be untrue, inaccurate or misleading or a new
matter has arisen that constitutes a material admission from the
Admission Document; or
4 there shall have developed or occurred a change in national or
international financial, monetary, economic, political,
environmental or stock market conditions, which in the opinion of
Stockdale or Canaccord Genuity (as the case may be) is or is likely
to be, prejudicial to the Enlarged Group, the Placing, the
Acquisition or Admission.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this announcement shall terminate at such
time and no claim can be made by any Placee in respect thereof.
By participating in the Placing, each Placee agrees with the
Company, Stockdale and Canaccord Genuity that the exercise by the
Company, Stockdale or Canaccord Genuity of any right of termination
or any other right or other discretion under the Placing Agreement
shall be within the absolute discretion of the Company, Stockdale
or Canaccord Genuity and that neither the Company, Stockdale nor
Canaccord Genuity need make any reference to such Placee and that
neither Stockdale, Canaccord Genuity, the Company, nor any of their
respective affiliates, agents, directors, officers or employees
shall have any liability to such Placee (or to any other person
whether acting on behalf of a Placee or otherwise) whatsoever in
connection with any such exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" section
of this Appendix and will not be capable of rescission or
termination by it after the issue by Stockdale or Canaccord Genuity
(as applicable) of a Form of Confirmation confirming each Placee's
allocation and commitment in the Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) represents, warrants, acknowledges
and agrees (for itself and for any such prospective Placee) that
(save where Stockdale and Canaccord Genuity expressly agrees in
writing to the contrary):
1 it has read and understood this announcement in its entirety
and that its subscription for the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained herein and that 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 Admission, the Placing, the Company, the Placing
Shares or otherwise, other than the information contained in the
Admission Document and any supplementary admission document
published by the Company subsequent to the date of this
announcement;
2 it has not received a prospectus or other offering document in
connection with the Placing and acknowledges that no prospectus or
other offering document: (a) is required under the Prospectus
Directive; and (b) has been or will be prepared in connection with
the Placing;
3 the Existing Ordinary Shares are (and the New Ordinary Shares
will be) admitted to trading on AIM, and that the Company is
therefore required to publish certain business and financial
information in accordance with the AIM Rules, which includes a
description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and
that it is able to obtain or access such information without undue
difficulty, and is able to obtain access to such information or
comparable information concerning any other publicly traded
company, without undue difficulty;
4 it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial and
trading position of the Company in accepting a participation in the
Placing and neither Stockdale, Canaccord Genuity, the Company nor
any of their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them has
provided, and will not provide, it with any material regarding the
Placing Shares or the Company or any other person other than the
information in the Admission Document and any supplementary
admission document published by the Company subsequent to the date
of this announcement; nor has it requested any of Stockdale,
Canaccord Genuity, the Company, any of their respective affiliates,
agents, directors, officers or employees or any person acting on
behalf of any of them to provide it with any such information;
5 the content of this announcement is exclusively the
responsibility of the Company and the Directors and neither
Stockdale, Canaccord Genuity nor any person acting on behalf of
either of them or any of their respective affiliates, agents,
directors, officers or employees has or shall have any liability
for any information, representation or statement contained in this
announcement, the Admission Document or any supplementary admission
document (as the case may be) or any information previously
published by or on behalf of the Company or any member of the
Group;
6 the only information on which it is entitled to rely and on
which it has relied in committing to subscribe for the Placing
Shares is contained in the Admission Document or any supplementary
admission document (as the case may be), such information being all
that it deems necessary to make an investment decision in respect
of the Placing Shares and it has made its own assessment of the
Company, the Placing Shares and the terms of the Placing based on
the Admission Document or any supplementary admission document (as
the case may be);
7 neither Stockdale, Canaccord Genuity, the Company nor any of
their respective affiliates, agents, directors, officers or
employees has made any representation or warranty to it, express or
implied, with respect to the Company, the Placing or the Placing
Shares or the accuracy, completeness or adequacy of the information
contained in this announcement, the Admission Document or any
supplementary admission document (as the case may be);
8 it has conducted its own investigation of the Company, the
Placing and the Placing Shares, satisfied itself that the
information is still current and relied on that investigation for
the purposes of its decision to participate in the Placing;
9 it has not relied on any investigation that Stockdale,
Canaccord Genuity, the Company or any person acting on their behalf
may have conducted with respect to the Company, the Placing or the
Placing Shares;
10 the content of this announcement has been prepared by and is
exclusively the responsibility of the Company and the Directors and
that neither Stockdale, Canaccord Genuity nor any person acting on
their behalf is responsible for or has or shall have any liability
for any information, representation, warranty or statement relating
to the Company contained in this announcement, the Admission
Document or any supplementary admission document (as the case may
be) nor will they be liable for any Placee's decision to
participate in the Placing based on any information,
representation, warranty or statement contained in this
announcement, the Admission Document or any supplementary admission
document (as the case may be). Nothing in this this Appendix shall
exclude any liability of any person for fraudulent
misrepresentation;
11 the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
the United States, or any state or other jurisdiction of the United
States, the Republic of Ireland, Australia, Canada, the Republic of
South Africa or Japan and, subject to certain exceptions, may not
be offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within the United States, the Republic of
Ireland, Australia, Canada, the Republic of South Africa or Japan
or in any country or jurisdiction where any such action for that
purpose is required;
12 it and/or each person on whose behalf it is participating:
12.1 is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
12.2 has fully observed such laws and regulations;
12.3 has capacity and authority and is entitled to enter into
and perform its obligations as an acquirer of Placing Shares and
will honour such obligations; and
12.4 has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its subscription for Placing
Shares;
13 it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed for will not
be, a resident of, or with an address in, or subject to the laws
of, Australia, Canada, Japan, the Republic of Ireland or the
Republic of South Africa, and it acknowledges and agrees that the
Placing Shares have not been and will not be registered or
otherwise qualified under the securities legislation of Australia,
Canada, Japan, the Republic of Ireland or the Republic of South
Africa and may not be offered, sold, or acquired, directly or
indirectly, within those jurisdictions;
14 the Placing Shares have not been, and will not be, registered
under the 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 Securities Act, or pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and in accordance with
applicable state securities laws; and no representation is being
made as to the availability of any exemption under the Securities
Act for the re-offer, resale, pledge or transfer of the Placing
Shares;
15 the Company is not registered under the Investment Company
Act and that the Company has put in place restrictions to ensure
that it is not and will not be required to register under the
Investment Company Act;
16 it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the Securities Act;
17 it is not acquiring the Placing Shares as a result of any
"directed selling efforts" as defined in Regulation S under the
Securities Act;
18 if the Placing Shares are being acquired for the account of
one or more other persons, it has full power and authority to make
the representations, warranties, agreements and acknowledgements
herein on behalf of each such account;
19 it (and any account for which it is purchasing) is acquiring
the Placing Shares for investment purposes only and is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof in violation of the Securities Act or any
other securities laws of any state or other jurisdiction of the
United States;
20 the Company is not obliged to file any registration statement
in respect of any resales of the Placing Shares in the United
States with the US Securities and Exchange Commission or with any
securities administrator of any state or other jurisdiction of the
United States;
21 if in the future it decides to offer, sell, transfer, assign
or otherwise dispose of the Placing Shares, it will do so only in
compliance with an exemption from the registration requirements of
the Securities Act and under circumstances with will not require
the Company to register under the Investment Company Act;
22 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 Placing, 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;
23 neither Stockdale, Canaccord Genuity, any of their respective
affiliates, agents, directors, officers or employees nor any person
acting on behalf of any of them is making any recommendations to it
or advising it regarding the suitability of any transactions it may
enter into in connection with the Placing and that participation in
the Placing is on the basis that it is not and will not be a client
of Stockdale or Canaccord Genuity and Stockdale and Canaccord
Genuity have no duties or responsibilities to it for providing the
protections afforded to its clients or for providing advice in
relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing
Agreement nor for the exercise or performance of any of its rights
and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right;
24 it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe and acknowledges and agrees that
it will make payment to Stockdale or Canaccord Genuity (as
applicable) for the Placing Shares allocated to it in accordance
with the terms and conditions of this announcement on the due times
and dates set out in this announcement, failing which the relevant
Placing Shares may be placed with others on such terms as Stockdale
and Canaccord Genuity may, in their absolute discretion determine
without liability to the Placee and it will remain liable for any
shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear any
stamp duty or stamp duty reserve tax (together with any interest or
penalties due pursuant to the terms set out or referred to in this
announcement) which may arise upon the sale of such Placee's
Placing Shares on its behalf;
25 no action has been or will be taken by any of the Company,
Stockdale, Canaccord Genuity or any person acting on their behalf
that would, or is intended to, permit a public offer of the Placing
Shares in the United States or in any country or jurisdiction where
any such action for that purpose is required;
26 the person who it specifies for registration as holder of the
Placing Shares will be: (a) the Placee; or (b) a nominee of the
Placee, as the case may be. None of Stockdale, Canaccord Genuity or
the Company will be responsible for any liability to stamp duty or
stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to acquire Placing Shares pursuant to the Placing and
agrees to pay the Company, Stockdale and Canaccord Genuity in
respect of the same (including any interest or penalties) on the
basis that the Placing Shares will be allotted to a CREST stock
account of Stockdale or Canaccord Genuity (as the case may be) or
transferred to a CREST stock account of Stockdale or Canaccord
Genuity (as the case may be) who will hold them as nominee on
behalf of the Placee until settlement in accordance with its
standing settlement instructions with it;
27 it is acting as principal only in respect of the Placing or,
if it is acting for any other person, (a) it is 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) it is and will remain liable to the Company, Stockdale and
Canaccord Genuity for the performance of all its obligations as a
Placee in respect of the Placing (regardless of the fact that it is
acting for another person);
28 the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
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 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
29 it will not make an offer to the public of the Placing Shares
and it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or elsewhere in the
EEA prior to the expiry of a period of six months from Admission
except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of FSMA or an offer to the public in any other
member state of the EEA within the meaning of the Prospectus
Directive;
30 it and any person acting on its behalf (if within the United
Kingdom) is a person of a kind described in: (a) Article 19(5)
(Investment Professionals) and/or 49(2) (High net worth companies
etc.) of the Order and/or an authorised person as defined in
section 31 of FSMA; and (b) section 86(7) of FSMA ("Qualified
Investor"), being a person falling within Article 2.1(e) of the
Prospectus Directive. For such purposes, it undertakes that it will
acquire, hold, manage and (if applicable) dispose of any Placing
Shares that are allocated to it for the purposes of its business
only;
31 it has only communicated or caused to be communicated and it
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 Placing Shares in circumstances in
which section 21(1) of FSMA does not require approval of the
communication by an authorised person and it acknowledges:
31.1 it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of FSMA in
respect of anything done in, from or otherwise involving the United
Kingdom);
31.2 if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive (including any relevant
implementing measure in any member state), the Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the EEA which has implemented the Prospectus Directive other
than Qualified Investors, or in circumstances in which the express
prior written consent of Stockdale and Canaccord Genuity has been
given to the offer or resale;
31.3 (other than as set out in the Admission Document) it has
neither received nor relied on any confidential price sensitive
information about the Company in accepting this invitation to
participate in the Placing;
31.4 neither Stockdale, Canaccord Genuity nor any of their
respective affiliates, agents, directors, officers or employees or
any person acting on behalf of any of them has or shall have any
liability for any information, representation or statement
contained in this announcement or for any information previously
published by or on behalf of the Company or any other written or
oral information made available to or publicly available or filed
or any representation, warranty or undertaking relating to the
Company, and will not be liable for its decision to participate in
the Placing based on any information, representation, warranty or
statement contained in this announcement or elsewhere, provided
that nothing in this paragraph shall exclude any liability of any
person for fraud;
31.5 neither Stockdale, Canaccord Genuity, the Company nor any
of their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of Stockdale, Canaccord
Genuity, the Company or their respective affiliates, agents,
directors, officers or employees is making any recommendations to
it or advising it regarding the suitability of any transactions it
may enter into in connection with the Placing nor providing advice
in relation to the Placing nor in respect of any representations,
warranties, acknowledgements, agreements, undertakings or
indemnities contained in the Placing Agreement nor the exercise or
performance of Stockdale's and Canaccord Genuity's rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
31.6 acknowledges and accepts that Stockdale and Canaccord
Genuity may, in accordance with applicable legal and regulatory
provisions, engage in transactions in relation to the Placing
Shares and/or related instruments for its own account for the
purpose of hedging its underwriting exposure or otherwise and,
except as required by applicable law or regulation, Stockdale and
Canaccord Genuity will not make any public disclosure in relation
to such transactions;
31.7 Stockdale and Canaccord Genuity and each of their
respective affiliates, each acting as an investor for its or their
own account(s), may bid or subscribe for and/or purchase Placing
Shares and, in that capacity, may retain, purchase, offer to sell
or otherwise deal for its or their own account(s) in the Placing
Shares, any other securities of the Company or other related
investments in connection with the Placing or otherwise.
Accordingly, references in this announcement to the Placing Shares
being offered, subscribed, acquired or otherwise dealt with should
be read as including any offer to, or subscription, acquisition or
dealing by Stockdale, Canaccord Genuity and/or any of their
respective affiliates, acting as an investor for its or their own
account(s). Neither Stockdale, Canaccord Genuity nor the Company
intend to disclose the extent of any such investment or transaction
otherwise than in accordance with any legal or regulatory
obligation to do so;
31.8 it has complied with its obligations in connection with
money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and
the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 (together, the
"Regulations") and, if making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations;
31.9 it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, FSMA, the EU Market Abuse Regulation
No. 596 of 2014 and the Proceeds of Crime Act 2002 and confirms
that it has and will continue to comply with those obligations;
31.10 in order to ensure compliance with the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017, Stockdale (for itself and as agent on
behalf of the Company), Canaccord Genuity (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 Stockdale, Canaccord Genuity or the Company's
registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at
Stockdale's or Canaccord Genuity's absolute discretion (as the case
may be) or, where appropriate, delivery of the Placing Shares to it
in uncertificated form may be delayed at Stockdale's, Canaccord
Genuity's or the Company's registrars', as the case may be,
absolute discretion. If within a reasonable time after a request
for verification of identity Stockdale (for itself and as agent on
behalf of the Company), Canaccord Genuity (for itself and as agent
on behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, Stockdale, Canaccord
Genuity and/or the Company may, at its absolute discretion,
terminate its commitment in respect of the Placing, in which event
the monies payable on acceptance of allotment will, if already
paid, be returned without interest to the account of the drawee's
bank from which they were originally debited, save in respect of
any EIS Placing Shares and VCT Placing Shares which have been
allotted prior to the termination of the Placing Agreement (for
which such Placees will remain bound to subscribe);
31.11 acknowledges that its commitment to acquire Placing Shares
on the terms set out in this announcement and in the Form of
Confirmation will continue notwithstanding any amendment that may
in future be made to the terms and conditions of the Placing and
that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's,
Stockdale's or Canaccord Genuity's conduct of the Placing;
31.12 it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
31.13 it irrevocably appoints any duly authorised officer of
Stockdale or Canaccord Genuity 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 Placing Shares for which it agrees to
subscribe upon the terms of this announcement;
31.14 the Company, Stockdale, Canaccord Genuity and others
(including each of their respective affiliates, agents, directors,
officers or employees) will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
agreements, which are given to each of Stockdale and Canaccord
Genuity, on its own behalf and on behalf of the Company and are
irrevocable;
31.15 if it is acquiring the Placing Shares as a fiduciary or
agent for one or more investor accounts, it has full power and
authority to make, and does make, the foregoing representations,
warranties, acknowledgements, agreements and undertakings on behalf
of each such account;
31.16 time is of the essence as regards its obligations under this Appendix;
31.17 any document that is to be sent to it in connection with
the Placing will be sent at its risk and may be sent to it at any
address provided by it to Stockdale or Canaccord Genuity;
31.18 the Placing Shares will be issued subject to these terms
and conditions of this Appendix; and
31.19 these terms and conditions and all documents into which
they are incorporated by reference or otherwise validly forms a
part and/or any agreements entered into pursuant to these terms and
conditions and all agreements to acquire shares pursuant to the
Placing will be governed by and construed in accordance with
English law and it submits to the exclusive jurisdiction of the
English courts in relation to any claim, dispute or matter arising
out of any such contract, except that enforcement proceedings in
respect of the obligation to make payment for the Placing Shares
(together with any interest chargeable thereon) may be taken by the
Company, Stockdale or Canaccord Genuity 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.
32 by participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, Stockdale, Canaccord Genuity and each of 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 this Appendix or incurred
by Stockdale, Canaccord Genuity, the Company or each of their
respective affiliates, agents, directors, officers or employees
arising from the performance of the Placee's obligations as set out
in this announcement, and further agrees that the provisions of
this this Appendix shall remain in full force and effect after
completion of the Placing. The agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as agent) free of stamp duty and stamp duty reserve tax in the
United Kingdom relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, direct
by the Company. Such agreement assumes that the Placing Shares are
not being acquired in connection with arrangements to issue
depositary receipts or to transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement related to any other dealings in the Placing Shares,
stamp duty or stamp duty reserve tax may be payable. In that event,
the Placee agrees that it shall be responsible for such stamp duty
or stamp duty reserve tax and none of the Company, Stockdale or
Canaccord Genuity shall be responsible for such stamp duty or stamp
duty reserve tax. If this is the case, each Placee should seek its
own advice and should notify Stockdale and Canaccord Genuity
accordingly. In addition, Placees should note that they will be
liable for any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the United Kingdom by them or any other person on
the acquisition by them of any Placing Shares or the agreement by
them to acquire any Placing Shares and each Placee, or the Placee's
nominee, in respect of whom (or in respect of the person for whom
it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such non-United Kingdom stamp, registration,
documentary, transfer or similar taxes or duties undertakes to pay
such taxes and duties, including any interest and penalties (if
applicable), forthwith and to indemnify on an after-tax basis and
to hold harmless the Company, Stockdale and Canaccord Genuity in
the event that the Company, Stockdale and/or Canaccord Genuity has
incurred any such liability to such taxes or duties;
33 The representations, warranties, acknowledgements and
undertakings contained in this this Appendix are given to each of
Stockdale and Canaccord Genuity for itself and on behalf of the
Company and are irrevocable;
34 Each Placee and any person acting on behalf of the Placee
acknowledges that Stockdale and Canaccord Genuity do not owe any
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings, acknowledgements,
agreements or indemnities in the Placing Agreement;
35 Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Stockdale and Canaccord Genuity may
(at their absolute discretion) satisfy its obligation to procure
Placees by itself agreeing to become a Placee in respect of some or
all of the Placing Shares or by nominating any connected or
associated person to do so;
36 When a Placee or any person acting on behalf of the Placee is
dealing with Stockdale or Canaccord Genuity, any money held in an
account with Stockdale or Canaccord Genuity on behalf of the Placee
and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the relevant rules
and regulations of the FCA made under FSMA. 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 Stockdale's or Canaccord Genuity's
money (as applicable) in accordance with the client money rules and
will be held by it under a banking relationship and not as
trustee;
37 References to time in this announcement are to London time,
unless otherwise stated;
38 All times and dates in this announcement may be subject to amendment;
39 No statement in this announcement is intended to be a profit
forecast, and no statement in this announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company;
40 The price of shares and any income expected from them may go
down as well as up and investors may not receive the full amount
invested upon disposal of the Placing Shares. Past performance is
no guide to future performance, and persons needing advice should
consult an independent financial adviser;
41 The Placing Shares to be issued or sold pursuant to the
Placing will not be admitted to trading on any stock exchange other
than AIM;
42 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.;
43 Pursuant to the General Data Protection Regulation as
implemented in the UK by the Data Protection Act 2018 ("GDPR") the
Company, Stockdale and/or Canaccord Genuity, may hold personal data
(as defined in the GDPR) relating to past and present shareholders.
Personal data may be retained on record for a period exceeding six
years after it is no longer used. The Company, Stockdale and/or
Canaccord Genuity will only process such information for the
purposes set out below (collectively, the "Purposes"), being to:
(a) process its personal data to the extent and in such manner as
is necessary for the performance of their obligations under the
contractual arrangements between them, including as required by or
in connection with its holding of Ordinary Shares, including
processing personal data in connection with credit and money
laundering checks on it; (b) communicate with it as necessary in
connection with its affairs and generally in connection with its
holding of Ordinary Shares; (c) provide personal data to such third
parties as the Company, Stockdale and/or Canaccord Genuity may
consider necessary in connection with its affairs and generally in
connection with its holding of Ordinary Shares or as the GDPR may
require, including to third parties outside the EEA; and (d)
without limitation, provide such personal data to their
respective
affiliates for processing, notwithstanding that any such party
may be outside the EEA; and (e) process its personal data for the
Company's, Stockdale's and/or Canaccord Genuity's internal
administration; and
44 By becoming registered as a holder of Placing Shares, it
acknowledges and agrees that the processing by the Company,
Stockdale and/or Canaccord Genuity of any personal data relating to
it in the manner described above is undertaken for the purposes of:
(a) performance of the contractual arrangements between them; and
(b) to comply with applicable legal obligations. In providing the
Company, Stockdale and/or Canaccord Genuity with information, it
hereby represents and warrants to each of them that it has notified
any data subject of the processing of their personal data
(including the details set out above) by the Company, Stockdale
and/or Canaccord Genuity and their respective affiliates and group
companies, in relation to the holding of, and using, their personal
data for the Purposes. Any individual whose personal information is
held or processed by a data controller: (a) has the right to ask
for a copy of their personal information held; (b) to ask for any
inaccuracies to be corrected or for their personal information to
be erased; (c) object to the ways in which their information is
used, and ask for their information to stop being used or otherwise
restricted; and (d) ask for their personal information to be sent
to them or to a third party (as permitted by law). A data subject
seeking to enforce these rights should contact the relevant data
controller. Individuals also have the right to complain to the UK
Information Commissioner's Office about how their personal
information has been handled.
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
ACQFFLFXVDFXBBF
(END) Dow Jones Newswires
July 31, 2018 07:45 ET (11:45 GMT)
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