TIDMATC
RNS Number : 2955E
All Things Considered Group PLC
28 June 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE
UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY
STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND 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 IN ALL THINGS CONSIDERED GROUP PLC OR
ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR
THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED
ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF ALL
THINGS CONSIDERED GROUP PLC.
This Announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 as retained as part of UK
law by virtue of the European Union (Withdrawal) Act 2018 as
amended. Upon the publication of this Announcement, this inside
information is now considered to be in the public domain.
28 June 2023
All Things Considered Group plc
("ATC", the "Company" or the "Group")
Proposed Placing and Subscription to raise approximately GBP4
million
Proposed Acquisition
All Things Considered Group plc (AQSE: ATC), the music company
housing talent management, live booking, livestreaming and talent
services, announces its intention to raise approximately GBP4
million in aggregate before expenses by way of a conditional
Placing (the "Placing") and a subscription ("Subscription") for New
Ordinary Shares in the Company at the price of 92.5 pence per share
(the "Issue Price") (together the Placing and Subscription being
the "Fundraise").
The net proceeds from the Fundraise will be used primarily to
acquire a 60 per cent. holding in Sandbag Limited ("Sandbag") a
full-service merchandise company for an initial consideration of
GBP2.42 million (the "Acquisition"). The net proceeds from the
Fundraise will also provide capital for future accretive
opportunities identified across ATC's Live Events and Experience
divisions and provide balance sheet strength.
Acquisition Highlights
-- The Acquisition is expected to be earnings accretive for the Company.
-- The Acquisition is expected to be a complementary business
line and increase cross-selling opportunities.
-- Sandbag's experienced management team will join the Group, adding a wealth of experience.
-- Sandbag has been an industry leading, independent merchandise
partner with worldwide direct to consumer distribution for 20 years
and operates principally out of the UK, with an office in Los
Angeles servicing the US market.
-- The team of 100 includes industry experts with decades of
experience from varying sectors including Grammy Award winning
product designers and e-commerce innovators.
-- Sandbag works or has worked with some of the world's most
respected artists and content creators including Radiohead, ABBA,
Blink-182, BTS, Daft Punk, Incubus, Mars Volta, Nine Inch Nails,
Mitski, Misfits, Dolly Parton and Ru Paul on their innovative
products, global touring, retail, licensing, streaming, VIP and
pre-sale ticketing and e-commerce campaigns.
-- The Acquisition marks a substantial addition to the Group's
client base, grows the direct to customer ('D2C') services division
and provides greater capacity in the 'direct to fan' model which is
increasingly being embraced by artists.
-- The Acquisition is expected to enable ATC to keep more of the
'value chain' within the Company and build an 'end to end' artist
commerce business.
-- The opportunity to 'digitise' merchandise is anticipated to
enable the Group to grow revenue and margins whilst also growing
top line revenue in the 'offline' business.
-- The Company believe Sandbag is a strong cultural fit, given
the longstanding relationship the Company's Directors have with
Sandbag's management and the anticipated ease of team
integration.
-- Initial consideration payable of GBP2.42 million for 60 per
cent. of Sandbag represents a valuation multiple of 3.18x Sandbag's
Adjusted Profit for the unaudited year to 31 March 2023. As part of
the Acquisition terms, a put and call option arrangement is in
place for the remaining 40 per cent. of Sandbag still held by the
Sellers following completion of the Acquisition, further details of
which are set out below.
Adam Driscoll, Chief Executive of ATC, said:
" The music industry is undergoing rapid transformation brought
about by technology innovation, empowered artist expectations and
changing consumer behaviours, disrupting traditional business
models in a multi-billion dollar industry. This opens up
substantial new opportunities for ATC, centred on providing an
end-to-end service suite aligned to artists' commercial interest, a
model which has underpinned our success to date. We have an
exciting opportunity to accelerate our growth potential through
additional investment and the acquisition of Sandbag which is
expected to enhance our capacity in the 'direct to fan' service
line, enabling us to capture more of the value chain, and bringing
a highly complementary client base, increasing our cross-selling
potential. In addition to being immediately earnings accretive,
Sandbag adds a strong team with deep industry expertise and we are
confident that together we will be able to capture a larger
opportunity.
We are also delighted that the fundraise has provided additional
capital to the Group which will enable us to expand our activities
in the live sector. We have a solid pipeline of activities for the
ATC Experience division that we launched last year and are excited
by other opportunities in the live space where we believe we are in
a strong position to use our market knowledge and access to deliver
a range of events where we can build long term value ."
Mel Maxwell, Director and co-Founder of Sandbag, commented :
"We are excited by the proposition of joining the ATC family. We
know the team well and have been impressed by their track record of
building an innovative music business at the forefront of industry
trends. Our vision for growth is aligned and we believe that by
adding our 20 years of merchandise expertise to the ATC services
platform, we will create an even more compelling and unique
proposition for a wider base of clients and consumers."
Further details relating to the Fundraise
The Issue Price of 92.5 pence per New Ordinary Share is equal to
the closing mid-market price per Existing Ordinary Share as at 27
June 2023.
Panmure Gordon (UK) Limited ("Panmure Gordon") is acting as
broker and bookrunner in respect of the Placing which will be
conducted by way of an accelerated bookbuild process at the Issue
Price (the "Bookbuild") and will be launched immediately following
this announcement in accordance with the terms and conditions set
out in Appendix II. The shares issued pursuant to the Placing (the
"Placing Shares") are not being made available to the public. It is
envisaged that the Bookbuild will be closed no later than 9.30 a.m.
BST on 29 June 2023 but may be closed earlier, or later, at the
discretion of Panmure Gordon. Details of the number of Placing
Shares will be announced as soon as practicable after the closing
of the Bookbuild (on 29 June 2023). The Placing is not
underwritten.
Certain Directors of the Company have indicated their intention
to subscribe for New Ordinary Shares for an aggregate amount of
approximately GBP300,000 at the Issue Price. Further details will
be announced as appropriate in due course.
Mel Maxwell and Christiaan Munro, directors and co-founders of
Sandbag and who are selling shareholders of Sandbag ("Relevant
Sellers"), have conditionally indicated their intention to
subscribe for 216,216 New Ordinary Shares at the Issue Price on
completion of the Acquisition, raising gross proceeds of
approximately GBP200,000.
The Fundraise is conditional on, inter alia, the passing of the
Resolutions by the Shareholders at the General Meeting to be held
at 9.00 a.m. on 17 July 2023 at The Hat Factory 166-168 Camden
Street, London, NW1 9PT United Kingdom . Should Shareholder
approval for the Resolutions relating to the Fundraise not be
obtained at the General Meeting, neither the Placing nor the
Subscription will proceed and, consequentially, the Company will
not be able to complete the Acquisition.
Set out below in Appendix I is an adapted extract from the
Circular that is proposed to be sent to Shareholders after the
closure of the Bookbuild and which provides further information on
the Company and the Placing. The Circular, containing the Notice of
General Meeting will be sent to Shareholders and published on the
Company's website on or around 29 June 2023.
Terms and conditions of the Bookbuild are set out in Appendix
II.
The capitalised terms not otherwise defined in the text of this
announcement are defined in Appendix III and the expected timetable
of the principal events is set out in Appendix IV.
This summary should be read in conjunction with the full text of
the following announcement. For the purposes of UK MAR, the person
responsible for arranging the release of this announcement on
behalf of the Company is Adam Driscoll, CEO.
For more information, please contact:
ATC Group Via Alma PR
Adam Driscoll, CEO
Rameses Villanueva, CFO
Panmure Gordon (UK) Limited +44 (0)207 886 2500
AQSE Corporate Adviser and Broker
James Sinclair-Ford / Mark Rogers /
Freddie Wooding
Hugh Rich / Rauf Munir
Alma PR +44(0)20 3405 0205
Financial PR
Hilary Buchanan / Justine James
APPIX I
FURTHER INFORMATION ON THE ACQUISITION AND THE FUNDRAISE -
ADAPTED EXTRACTS FROM THE CIRCULAR
1. Introduction
The Company announces its intention to raise approximately GBP4
million in aggregate before expenses by way of a conditional
Placing (the "Placing") and a subscription ("Subscription") for New
Ordinary Shares in the Company at the price of 92.5 pence per share
(the "Issue Price") (together the Placing and Subscription being
the "Fundraise").
The Issue Price is equal to the mid-market price per Ordinary
Share as at 27 June 2023.
The Fundraise is conditional, inter alia, on the passing of the
Resolutions by Shareholders at the General Meeting, which is being
convened for 9.00 a.m. on 17 July 2023. Application will be made
for Admission of the New Ordinary Shares to trading on the AQSE
Growth Market. It is expected that Admission of the New Ordinary
Shares will become effective and that dealings in the New Ordinary
Shares will commence at 8.00 a.m. on 19 July 2023.
Net proceeds from the Fundraise will be used primarily to
acquire a 60 per cent. holding in Sandbag, a full-service
merchandise company, for an initial consideration of GBP2.42
million (with deferred consideration payments expected to be paid
from cash resources when due). The net proceeds from the Fundraise
will also provide capital for future accretive opportunities
identified across ATC's Live Events and Experience divisions and
provide balance sheet strength. Further details on the Acquisition
and use of proceeds are set out below.
If the conditions relating to the issue of the Placing Shares
are not satis ed, or the Placing Agreement is terminated in
accordance with its terms, the Placing Shares will not be issued
and the Company will not receive the related placing monies. In
this scenario, the Subscription and the Acquisition will similarly
not proceed. The Placing and the Subscription are not
underwritten.
Further information about the Fundraise and the Company's
current trading and prospects is set out below.
2. Background to the Acquisition and reasons for the Fundraise
a) ATC Highlights
-- ATC is a music company housing talent management, live
booking, livestreaming and talent services within the same
group;
-- the Group is headquartered in London, with offices in Los
Angeles, New York and Copenhagen. ATC is led by an experienced
management team who have operated across multiple music industry
sectors;
-- the Group has an established, long-standing client base
which, together with innovative new offerings, gives the Directors
confidence that the company is well positioned to capitalise on the
opportunities emerging from a disrupted music industry;
-- strong progress since the Company's IPO in December 2021 with
ATC Management and ATC Live recording best revenue numbers to date
for the year to 31 December 2022 and over 70 management artists and
over 470 live clients respectively, representing combined roster
growth of c.20% ;
-- strong traction in US artist management market following
opening of New York office in 2022, including attracting new
managers;
-- launch of ATC Experience to create and distribute artist-led
digital and in-person experiences for global audiences, with
project pipeline building ; and
-- Driift's acquisition of technology and commerce platform
Dreamstage, concurrent with GBP4 million of additional investment
from Deezer .
b) Acquisition Highlights
-- The Acquisition is expected to be earnings accretive for the Company.
-- The Acquisition is expected to work as a complementary
business line and increase cross selling opportunities.
-- Sandbag's experienced management team will join the Group, adding a wealth of experience.
-- Sandbag has been an industry leading, independent merchandise
partner with worldwide direct to consumer distribution for 20 years
and operates principally out of the UK, with an office in Los
Angeles servicing the US market.
-- The team of 100 includes industry experts with decades of
experience from varying sectors including Grammy Award winning
product designers and e-commerce innovators.
-- Sandbag works or had worked with some of the world's most
respected artists and content creators including Radiohead, ABBA,
Blink-182, BTS, Daft Punk, Incubus, Mars Volta, Nine Inch Nails,
Mitski, Misfits, Dolly Parton and Ru Paul on innovative products,
their global touring, retail, licensing, streaming, VIP and
pre-sale ticketing and e-commerce campaigns.
-- The Acquisition marks a substantial addition to the Group's
client base, grows the direct to customer services division ('D2C')
and provides greater capacity in the 'direct to fan' model which is
increasingly being embraced by artists.
-- The Acquisition is expected to enable ATC to keep more of the
'value chain' within the Company and build an 'end to end' artist
commerce business.
-- The opportunity to 'digitise' merchandise is anticipated to
enable the Group to grow revenue and margins whilst also growing
top line revenue in the 'offline' business.
-- The Company believe Sandbag is a strong cultural fit, given
the longstanding relationship the Company's Directors have with
Sandbag's management and the anticipated ease of team
integration.
-- Initial consideration payable of GBP2.42 million for 60 per
cent. of Sandbag represents a valuation multiple of 3.18x Sandbag's
Adjusted Profit for the unaudited year to 31 March 2023.
-- As part of the Acquisition terms, a put and call option
arrangement is in place for the remaining 40 per cent. of Sandbag
still held by the Sellers following completion of the Acquisition,
further details of which are set out below.
c) Introduction and background to Sandbag
Sandbag was established in 2002 as a full-service merchandise
company that has grown organically and independently to employ more
than 50 people across its offices in Los Angeles and the UK.
Celebrating 20 years as an industry leading, independent
merchandise partner with worldwide direct to consumer distribution,
the team is comprised of industry experts with decades of
experience from varying sectors including Grammy Award winning
product designers and e-commerce experts.
Sandbag currently has more than 150 clients, working with some
of the world's most respected and influential artists and content
creators including Radiohead, ABBA, BTS and Incubus on their
innovative products, their global touring, retail, licensing,
streaming, VIP and pre-sale ticketing and all of their e-commerce
campaigns.
d) Financial information on Sandbag
Sandbag has a year end of 31 March. Sandbag's management
accounts for the year to 31 March 2023 (subject to audit) showed
revenue growth of 24.8 per cent. year-on-year to GBP39.57 million
(2022: GBP31.71 million). Profit before tax improved to GBP1.52
million compared to GBP1.21 million in the prior year, driven by
economies of scale achieved through some of the best sellers in the
year.
The balance sheet was strengthened and total assets increased by
4.9 per cent. over the prior year to GBP13.6 million (2022: GBP13.0
million). Stock has increased in line with trade, and cash has
increased on the prior year with a cash balance as of 30 March 2023
of GBP8.0 million (2022: GBP7.4 million). An extract of Sandbag's
historic Turnover, Gross Profit and Profit before tax, is set out
below.
Sandbag - Select Financials
GBPm FY2020 FY2021 FY2022 FY2023*
================== ======== ======== ======== =========
Turnover 26.65 19.92 31.71 39.57
================== ======== ======== ======== =========
Gross Profit 3.82 3.18 4.08 5.48
================== ======== ======== ======== =========
Profit before
tax 0.55 0.59 1.21 1.52
================== ======== ======== ======== =========
Agreed Director
Fees 0.25 0.25 0.25 0.25
================== ======== ======== ======== =========
Adjusted Profit 0.25 0.34 0.96 1.27
================== ======== ======== ======== =========
UK GAAP Accounting . *Sandbag management accounts (unaudited),
FY23 audit underway
e) Rationale for the Acquisition
The acquisition of Sandbag is a significant development for the
Group, expanding its client base, strengthening the Service
division, and enhancing its capabilities in the 'direct to fan'
sector. This strategic move brings 150 highly complementary clients
to the Group, fostering growth and synergies. By keeping more of
the value chain within the ATC Group, the Acquisition paves the way
for building an end-to-end artist commerce business, maximising
value and streamlining operations. The Acquisition is expected to
be immediately earnings accretive and deliver cost saving synergies
over time.
The digitalisation of merchandise presents a promising
opportunity for revenue and margin growth through the Service
division. The Group's ability to leverage the emerging market for
'digital collectibles' aligns with evolving consumer preferences
and trends. By capitalising on this growing market segment within
merchandising, the Directors believe there is an opportunity to
expand revenue streams and margins whilst growing revenues from the
'offline' business.
In addition to the strategic advantages, the Directors believe
the acquisition of Sandbag is a strong cultural fit, underpinned by
a longstanding relationship with management. The Directors believe
this compatibility will facilitate efficient integration of teams,
enabling a smooth transition and collaboration of the enlarged
group.
f) Terms of the Acquisition
The Company has entered into the Acquisition Agreement with the
Sellers pursuant to which it has conditionally agreed to acquire
the 60 per cent. of the issued share capital of Sandbag, for an
initial cash consideration of GBP2.42 million. The initial
consideration will be satisfied in cash from the proceeds of the
Fundraise. Two further deferred cash consideration payments will be
made: a second consideration payment which is due to be paid
shortly after the completion of the Acquisition, in an amount of
GBP810,000, and a third consideration payment will be made
following the determination of the net asset value of Sandbag as at
Completion, with 60 per cent. of the amount of any positive net
assets payable to the Sellers following such determination;
alternatively, the amount of any negative net assets will reduce
the consideration. The deferred consideration payments are expected
to be met out of increased cash resources available to ATC as a
result of the Acquisition.
The Acquisition Agreement is conditional upon, inter alia, the
Placing Agreement becoming unconditional in all respects (save for
any conditions relating to completion of the Acquisition Agreement
or in respect of Admission) and certain material adverse events not
occurring in respect of Sandbag prior to completion of the
Acquisition.
Under the Acquisition Agreement, the Sellers have provided
customary warranties, a number of indemnities in relation to
specific risks and entered into a customary tax deed. Pursuant to
the Acquisition Agreement, on completion of the Acquisition
(following satisfaction of all the conditions), ATC and the Sellers
will enter into a shareholders' agreement which sets out a
framework for the governance and management of Sandbag going
forwards.
As part of the Acquisition terms, a put and call option
arrangement has been agreed in relation to the remaining 40 per
cent. of Sandbag held by the Sellers. The put option is exercisable
by the Sellers from 1 January 2026 to 1 January 2033, and the call
option is exercisable by ATC from 1 January 2027, in each case for
consideration equal to 5x the average profit before tax for Sandbag
for the preceding three financial years prior to exercise. Both the
put option and call option, if exercised, will apply to all the
shares in the capital of Sandbag that remain owned by each
Seller.
Mel Maxwell and Christiaan Munro, who are directors and
co-founders of Sandbag and each a Seller, have conditionally
subscribed for 216,216 New Ordinary Shares at the Issue Price under
a Subscription Letter, raising gross proceeds of approximately
GBP200,000.
Mel Maxwell and Christiaan Munro have also agreed that they will
not dispose of any Subscription Shares for a period of 12 months
from Admission and thereafter for a further period of 6 months will
only dispose of any Subscription Shares through the Company's
broker on an orderly market basis, save in certain limited
circumstances.
3. Current Trading and Prospects
The Directors believe the ATC business model continues to be
attractive to artists, managers and agents. The expansion of the
Group's Services division supports a position to be more engaged
with artists and more involved in developing their wider business
aspirations. The Directors believe that at the core of all revenues
in the music industry is the connection between an artist and a
fan. ATC support that connection which will enable the Group to
play a greater role in 'direct to consumer' offerings and in the
development of IP across emerging platforms in the future.
ATC Management has, over recent months, welcomed a number of new
managers to the team. The Directors are pleased to have a number of
managers joining the Group providing greater opportunity to attract
new artists to the roster.
ATC's management roster stands at over 70 clients, with
substantial activity taking place across 2023 for a large number of
those artists. 2023 sees releases from The Hives, Amaarae, Black
Country New Road, PJ Harvey, Katie Melua, O, Max Winter, Izzi de
Rosa, Jungleboi, Christian Balvig, Nick Cave & Warren Ellis,
The Smile, Insincere, Nix Northwest, Billie Marten, Alma, Keaton
Henson, Nathan Nicholson, Fink, and others. A recent Guardian
article listing the most influential album releases of 2023
included 3 of the Group's management clients.
Touring and promotional activity is accompanying many of the
releases with strong sales for PJ Harvey's recently announced tour
and The Hives support slot for the Arctic Monkeys garnering new
fans for the band and generating excitement around their recently
announced headline 2024 dates.
The Group's expansion with the opening of an office in New York
in 2022 is showing positive results with Kelela and Liane La Havas
being two new marquee signings based out of that location.
ATC Live continues to perform in line with management
expectations following a successful 2022. Early indications for ATC
Live clients for 2024 touring are positive The Group's relationship
with North American agency, Arrival Artists, creates further
opportunities.
ATC Experience, a new business division formed in 2022 to enable
the Group to create and distribute artist-led digital and in-person
experiences for global audiences, is building a development slate
of projects, a number of which are gaining interest from potential
international partners. The first major project for ATC Experience
is in a development workshop process in New York in July and August
2023.
The Company's cash position as at 31 May 2023 stood at GBP1.16
million.
4. Use of Proceeds of the Fundraise
The Directors believe the Group's diversified business model and
established track record means it is well positioned to build on
future organic and acquisitional growth opportunities in an
evolving and fragmented music industry. The primary use of net
proceeds from the Fundraise will be to fund the majority
acquisition of Sandbag. The Directors believe the Acquisition
provides a significant growth opportunity to add to the Group's
artist to fan and direct to consumer distribution business with
potential to expand the service across alternative media and
merchandising opportunities.
The Directors intend to use the net proceeds from the Fundraise
as follows:
o GBP2.42 million - initial consideration for a 60 per cent.
stake in Sandbag, an industry leading, independent merchandise
partner with worldwide direct-to-consumer distribution and
celebrating 20 years in the industry;
o GBP1 million - to support potential further potential
accretive acquisition opportunities in Live Events and develop ATC
Experience which launched in 2022 with the intention of building on
its long term partnerships with artists across a range of live and
digital events and experiences; and
o Balance - to provide balance sheet strength and additional
development capital.
IMPORTANT NOTICES
IMPORTANT NOTICE
Notice to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended and as this is applied in the
United Kingdom ("MiFID II"); (b) Articles 9 and 10 of Commission
Delegated Directive (EU) 2017/593 supplementing MiFID II and
Regulation (EU) No 600/2014 of the European Parliament, as they
form part of UK law by virtue of the European Union (Withdrawal)
Act 2018, as amended; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the Ordinary Shares have been subject to a
product approval process, which has determined that such securities
are: (i) compatible with an end target market of retail investors
who do not need a guaranteed income or capital protection and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment"). The
Ordinary Shares are not appropriate for a target market of
investors whose objectives include no capital loss. Notwithstanding
the Target Market Assessment, distributors should note that: the
price of the Ordinary Shares may decline and investors could lose
all or part of their investment; the Ordinary Shares offer no
guaranteed income and no capital protection; and an investment in
the Ordinary Shares is compatible only with investors who do not
need a guaranteed income or capital projection, who (either alone
or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Fundraise.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Panmure Gordon will only procure investors who meet the
criteria of professional clients and eligible counterparties. For
the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of MiFID II; or (b) a recommendation to any investor
or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Ordinary Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the shares and determining appropriate
distribution channels.
Forward Looking Statements
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"anticipates", "targets", "aims", "continues", "expects",
"intends", "hopes", "may", "will", "would", "could" or "should" or,
in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that
are not facts. They appear in a number of places throughout this
announcement and include statements regarding the Directors'
beliefs or current expectations. By their nature, forward-looking
statements involve risk and uncertainty because they relate to
future events and circumstances. Investors should not place undue
reliance on forward-looking statements, which speak only as of the
date of this announcement.
Notice to overseas persons
This announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
This announcement is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any jurisdiction into which the publication or distribution would
be unlawful. This announcement is for information purposes only and
does not constitute an offer to sell or issue or the solicitation
of an offer to buy or acquire shares in the capital of the Company
in Australia, Canada, Japan, New Zealand, the Republic of South
Africa or any jurisdiction in which such offer or solicitation
would be unlawful or require preparation of any prospectus or other
offer documentation or would be unlawful prior to registration,
exemption from registration or qualification under the securities
laws of any such jurisdiction. Persons into whose possession this
announcement comes are required by the Company to inform themselves
about, and to observe, such restrictions.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
General
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) or any previous
announcement made by the Company is incorporated into, or forms
part of, this announcement.
Panmure Gordon (UK) Limited ("Panmure Gordon"), which is
authorised and regulated by the FCA, is acting as Corporate Adviser
and Broker to the Company in connection with the Placing. Panmure
Gordon will not be responsible to any person other than the Company
for providing the protections afforded to clients of Panmure Gordon
or for providing advice to any other person in connection with the
Fundraise. Panmure Gordon has not authorised the contents of, or
any part of, this announcement, and no liability whatsoever is
accepted by Panmure Gordon for the accuracy of any information or
opinions contained in this announcement or for the omission of any
material information, save that nothing shall limit the liability
of Panmure Gordon for its own fraud.
APPIX II
TERMS AND CONDITIONS OF THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING AND NO PUBLIC OFFERING OF THE PLACING SHARES (BEING NEW
ORDINARY SHARES IN ALL THINGS CONSIDERED GROUP PLC (THE "COMPANY"))
WILL BE MADE. THE TERMS AND CONDITIONS SET OUT AND REFERRED TO
HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY PANMURE GORDON (UK)
LIMITED ("PANMURE GORDON") WHO ARE PERSONS ("PLACEES") WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE (A) PERSONS IN MEMBER
STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS",
AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (REGULATION
(EU) 2017/1129) AS AMED FROM TIME TO TIME (THE "EU PROSPECTUS
REGULATION") AND (B) IF IN THE UNITED KINGDOM, INVESTORS WHO ARE
QUALIFIED INVESTORS, AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS
REGULATION (ACTING AS PRINCIPAL OR IN CIRCUMSTANCES TO WHICH
SECTION 86(2) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS
AMED) ("FSMA") APPLIES) AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMED) (THE
"UK PROSPECTUS REGULATION") AND OTHER IMPLEMENTING MEASURES (SUCH
PERSONS IN (A) AND (B) (I) BEING "QUALIFIED INVESTORS"); AND WHO
ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF FSMA (FINANCIAL
PROMOTION) ORDER 2005, AS AMED (THE "FPO"); (II) FALL WITHIN THE
DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO; OR (III)
OTHERWISE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS DOCUMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS DOCUMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.
THIS DOCUMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY
JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION ("RESTRICTED
JURISDICTION").
THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA. THIS
DOCUMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED
STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS 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, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE
EXEMPTION FROM REGISTRATION AND IN COMPLIANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD OUTSIDE THE
UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND
IN RELIANCE ON, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE
IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF
SECURITIES IS BEING MADE IN THE UNITED STATES. 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 DOCUMENT, WILL NOT BE ACCEPTED.
THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED
AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS DOCUMENT HAS NOT BEEN APPROVED BY THE AQUIS
STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO APPROVED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING
SHARES. THE PRICE OF THE PLACING SHARES AND THE INCOME FROM THEM
(IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK
THE FULL AMOUNT INVESTED ON DISPOSAL OF THE PLACING SHARES. THE
DISTRIBUTION OF THIS DOCUMENT, 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 DOCUMENT, 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 or Panmure Gordon or any
of their respective affiliates, agents, directors, officers,
consultants or employees that would permit an offer of the Placing
Shares or possession or distribution of this document or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required.
All offers of the Placing Shares will be made pursuant to an
exemption under the UK Prospectus Regulation from the requirement
to produce a prospectus. In the United Kingdom, this document 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, or 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 document.
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 or the South African Reserve
Bank; and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws
of any state, province or territory of Australia, Canada, Japan or
the Republic of South Africa. Accordingly, the Placing Shares may
not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Japan, the Republic of
South Africa or any other jurisdiction in which such offer, sale,
resale or delivery would be unlawful.
Details of the Placing Agreement and the Placing Shares
Panmure Gordon and the Company entered into a Placing Agreement
earlier today, under which Panmure Gordon has, on the terms and
subject to the conditions set out therein, undertaken to use its
reasonable endeavours to procure subscribers for the Placing Shares
at the Issue Price, in order to raise approximately GBP4 million in
gross proceeds. The Placing is not being underwritten by Panmure
Gordon or any other person.
The Placing Shares are expected to be issued on or around 19
July 2023. The Placing Shares will, when issued, be subject to the
articles of association of the Company, will be credited as fully
paid and will rank pari passu in all respects with the Existing
Ordinary Shares, including the right to receive all dividends and
other distributions (if any) declared, made or paid on or in
respect of Ordinary Shares after the date of issue of the Placing
Shares.
The Placing Shares will trade under TIDM ATC with ISIN
GB00BM9CMX71.
Application for admission to trading of the Placing Shares
Application will be made to the Aquis Stock Exchange ("AQSE")
for admission of the Placing Shares to trading on the Access
segment of the AQSE Growth Market, with admission of the Placing
Shares expected to take place on 19 July 2023 ("Admission").
Placing
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will
be paid to Placees or by Placees in respect of any Placing Shares.
The principal terms of the Placing are as follows:
1. Panmure Gordon is arranging the Placing as agent for, and
broker to, the Company. Panmure Gordon is regulated by the FCA, and
is 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 its customers or for providing advice in
relation to the matters described in this Announcement.
2. The price payable for the Placing Shares is fixed at 92.5
pence per share (the "Issue Price").
3. The number of Placing Shares to be issued at the Issue Price
under the Placing will be agreed between Panmure Gordon and the
Company.
4. Participation in the Placing is only available to persons who
are lawfully able to be, and have been, invited to participate by
Panmure Gordon. Panmure Gordon is entitled to participate in the
Placing as principal.
5. Each Placee's allocation has been or will be confirmed to
Placees orally, or in writing (which can include email), by Panmure
Gordon and a trade confirmation or contract note has been or will
be dispatched as soon as possible thereafter. Panmure Gordon's oral
or written confirmation will give rise to an irrevocable, legally
binding commitment by that person (who at that point becomes a
Placee), in favour of Panmure Gordon and the Company, under which
it agrees to acquire by subscription the number of Placing Shares
allocated to it at the Issue Price and otherwise on the terms and
subject to the conditions set out in this Announcement and in
accordance with the Company's articles of association. Except with
Panmure Gordon's consent, such commitment will not be capable of
variation or revocation.
6. As noted above, each Placee's allocation will, unless
otherwise agreed between the Placee and Panmure Gordon, be
evidenced by a trade confirmation or contract note issued to each
such Placee by Panmure Gordon. The terms and conditions of this
Announcement (including this Appendix) will be deemed to be
incorporated in that trade confirmation, contract note or such
other confirmation and will be legally binding on the Placee on
behalf of which it is made and except with Panmure Gordon's consent
will not be capable of variation or revocation from the time at
which it is issued.
7. Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to Panmure Gordon (as agent for the
Company), to pay to Panmure Gordon (or as Panmure Gordon may
direct) in cleared funds an amount equal to the product of the
Issue 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.
8. Except as required by law or regulation, no press release or
other announcement will be made by Panmure Gordon or the Company
using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written
consent.
9. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
10. All obligations of Panmure Gordon under the Placing will be
subject to fulfilment of the conditions referred to below
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate under the
Placing Agreement".
11. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
12. To the fullest extent permissible by law and the applicable
rules of the FCA, neither Panmure Gordon nor any of its Affiliates
or any of its officers, directors, employees, consultants or agents
shall have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise whether or not a
recipient of these terms and conditions) in respect of the Placing.
Each Placee acknowledges and agrees that the Company is responsible
for the allotment of the Placing Shares to the Placees and Panmure
Gordon and its Affiliates and officers, directors, employees,
consultants or agents shall have no liability to the Placees for
the failure of the Company to fulfil those obligations. In
particular, neither Panmure Gordon nor any of its Affiliates shall
have any liability (including to the extent permissible by law, any
fiduciary duties) in respect of Panmure Gordon's conduct of the
Placing.
Conditions of the Placing
Panmure Gordon's obligations under the Placing Agreement in
respect of the Placing are conditional on, inter alia:
1. the release of this Announcement to a Regulatory Information
Service by no later than 6:30 p.m. on 28 June 2023 or such later
time and/or date as agreed by the Company and Panmure Gordon (being
no later than the Long Stop Date));
2. the Placing Results Announcement (as defined in the Placing
Agreement) having been released to a Regulatory Information Service
by no later than 9.30 a.m. on 29 June 2023 (or such later time
and/or date as the Company and Panmure Gordon may agree (being not
later than the Long Stop Date));
3. the delivery by the Company to Panmure Gordon and the
acceptance by Panmure Gordon of the Placing Results Agreement (as
defined in the Placing Agreement) by not later than 6.00 p.m. on 28
June 2023 (or such later time and/or date as the Company and
Panmure Gordon may agree (being not later than the Long Stop
Date));
4. the Application Form (as defined in the Placing Agreement)
and all other documents required to be submitted in connection with
the application for Admission being delivered by or on behalf of
the Company to Panmure Gordon in accordance with the AQSE Rules by
not later than 9.00 a.m. on 14 July 2023 (or such later time and/or
date as agreed by the Company and Panmure Gordon (being no later
than the Long Stop Date));
5. the Company and the Directors having fully complied with all
their respective obligations under the Placing Agreement to the
extent that such obligations fall to be performed or satisfied on
or prior to Admission;
6. none of the warranties given in the Placing Agreement being
untrue, inaccurate or misleading in any respect at any time between
28 June 2023 and Admission and the delivery by the Company to
Panmure Gordon of the duly executed Warranty Confirmation
Certificate (as defined in the Placing Agreement) on the Business
Day (and by no later than 5.00 p.m. on that day) immediately
preceding the date of Admission;
7. (i) the Acquisition Agreement (as defined in the Placing
Agreement) remaining in full force and effect, not having lapsed or
been terminated or amended in accordance with its terms prior to
Admission; (ii) no condition to which the Acquisition Agreement is
subject having become incapable of satisfaction and not having been
waived prior to Admission; and (iii) no event having arisen prior
to Admission which gives a party thereto a right to terminate the
Acquisition Agreement;
8. the Company having received signed Subscription Agreements
(as defined in the Placing Agreement) together with the relevant
subscription monies, from each subscribing shareholder prior to
Admission;
9. the Company delivering to Panmure Gordon the documents listed
in Schedule 3 of the Placing Agreement by not later than the dates
set out in such Schedule;
10. the Company having paid to AQSE such charges as may be
applicable in connection with the Admission;
11. the authority given in clause 4 of the Placing Agreement
remaining in full force and effect;
12. no matter having arisen before Admission which might
reasonably be expected to give rise to a claim under clause 9 of
the Placing Agreement;
13. Panmure Gordon not having exercised any of its rights to
terminate the Placing Agreement pursuant to clause 11 of the
Placing Agreement;
14. the despatch of the Circular (as defined in the Placing
Agreement) to shareholders by no later than 29 June 2023;
15. the passing of the Resolutions at the General Meeting by the requisite majorities; and
16. Admission becoming effective on or before, 8.00am on 19 July
2023 (or such later date as Panmure Gordon and the Company may
agree but, in any event, not later than 5.00pm on the Long Stop
Date) (the Admission Condition).
If: (i) any of the conditions contained in the Placing
Agreement, including but not limited to those described above, are
not fulfilled or (where applicable) waived by Panmure Gordon by the
respective time or date where specified (or such later time or date
as Panmure Gordon may notify to the Company (being not later than
the Long Stop Date, which is 31 July 2023)) or (ii) any of such
conditions becomes incapable of being fulfilled, the Placing will
not proceed and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee
in respect thereof.
Panmure Gordon may, at its discretion and upon such terms as it
thinks fit, waive, or extend the period for, compliance by the
Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement,
save that the condition relating to Admission taking place by the
Long Stop Date may not be waived. Any such extension or waiver will
not affect Placees' commitments as set out in this Announcement or
its Appendix. Placees will have no rights against Panmure Gordon,
the Company or any of their respective Affiliates under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties) Act
1999 (as amended) or otherwise.
Neither Panmure Gordon, the Company nor any of their respective
Affiliates or officers, directors, employees, consultants or agents
shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of
any decision they may make as to whether or not to waive or to
extend the time and/or date for the satisfaction of any condition
to the Placing nor for any decision they may make as to the
satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of Panmure
Gordon.
Right to terminate the Placing Agreement
Panmure Gordon is entitled to terminate the Placing Agreement at
any time prior to Admission by giving written notice to the Company
in certain circumstances, including, inter alia:
1. any of the Conditions (other than the Admission Condition)
which is not waived (if capable of waiver) becomes incapable, for
any reason, of being satisfied or, in the reasonable opinion of
Panmure Gordon, is likely to be incapable of satisfaction before
Admission; or
2. any statement contained in any of the Placing Documents (as
defined in the Placing Agreement) has become untrue or inaccurate
or misleading or a new matter has arisen or a change has taken
place which would, if such document were published at that time,
constitute a material omission therefrom; or
3. in the opinion of Panmure Gordon, there is a material adverse
change in the financial position, business or prospects of the
Group; or
4. in the opinion of Panmure Gordon, the results of any due
diligence or expert investigations and examinations conducted by or
on behalf of Panmure Gordon or the Company are not, in any material
respect, satisfactory with respect to the Company, the Group or
Sandbag; or
5. there has been a breach of any Warranty or any fact or
circumstance has arisen which has caused any Warranty to become
untrue, inaccurate or misleading in any material respect if it were
repeated at any time on or before Admission by reference to the
facts or circumstances subsisting at the time of repetition; or
6. the Company has failed in any material respect to comply with
the Companies Act 2006, FSMA, the Disclosure Guidance and
Transparency Rules, the Market Abuse Regulation or the Prospectus
Regulation Rules; or
7. the Acquisition Agreement (as defined in the Placing
Agreement) terminates or is materially breached or amended; or
8. the Company or any of the Directors has failed to comply in
any material respect with its or his obligations under the Placing
Agreement; or
9. information comes to the attention of Panmure Gordon such
that in its opinion (acting in good faith), Admission would
adversely affect the reputation and integrity of the AQSE or that
Admission is unlikely to be granted by AQSE,
If the Placing Agreement is terminated prior to Admission then
the Placing will not occur.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances. By participating in the Placing, Placees
agree that the exercise by Panmure Gordon of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of Panmure Gordon and that
Panmure Gordon need not make any reference to Placees in this
regard and that neither Panmure Gordon nor any of its Affiliates
shall have any liability to Placees whatsoever in connection with
any such exercise or failure so to exercise.
No Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of a prospectus
in the United Kingdom or any equivalent document in any other
jurisdiction. No offering document or prospectus has been or will
be submitted to be approved by the FCA or the AQSE in relation to
the Placing or the Placing Shares, and Placees' commitments will be
made solely on the basis of the information contained in this
Announcement (including this Appendix) and the business and
financial information that the Company is required to publish in
accordance with the AQSE Rules (the "Exchange Information") or
which it has otherwise announced by means of a Regulatory
Information Service ("Publicly Available Information"). Each
Placee, by accepting a participation in the Placing, agrees that
the content of this Announcement is exclusively the responsibility
of the Company and confirms that it has neither received nor relied
on any other information (other than the Exchange
Information/Publicly Available Information), representation,
warranty, or statement made by or on behalf of the Company or
Panmure Gordon or any other person and neither Panmure Gordon, the
Company nor any other person will be liable for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received and, if given or made, such
information, representation, warranty or statement must not be
relied upon as having been authorised by Panmure Gordon, the
Company or their respective officers, directors, employees,
consultants or agents. Each Placee acknowledges and agrees that it
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing. Neither the Company nor Panmure Gordon are making any
undertaking or warranty to any Placee regarding the legality of an
investment in the Placing Shares by such Placee under any legal,
investment or similar laws or regulations. No Placee should
consider any information in this Announcement to be or constitute
legal, tax or business advice. Each Placee should consult its own
solicitor, tax adviser and financial adviser for independent legal,
tax and financial advice regarding an investment in the Placing
Shares. Nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares will, unless
otherwise agreed, take place on a delivery versus payment basis
within CREST. Each Placee will be deemed to agree that it will do
all things necessary to ensure that delivery and payment is
completed as directed by Panmure Gordon in accordance with the
standing CREST settlement instructions which they have in place
with Panmure Gordon.
Settlement of transactions in the Placing Shares (ISIN:
GB00BM9CMX71) following Admission will take place within the system
administered by Euroclear UK & International Limited ("CREST")
provided that, subject to certain exceptions, Panmure Gordon
reserves the right to require settlement for, and delivery of, the
Placing Shares (or a portion thereof) to Placees by such other
means that it deems necessary if delivery or settlement is not
possible or practicable within CREST within the timetable set out
in this Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
It is expected that settlement of the Placing Shares will be on
19 July 2023 unless otherwise notified by Panmure Gordon and
Admission is expected to occur by 19 July 2023 or such later time
as may be agreed between the Company and Panmure Gordon, not being
later than the Long Stop Date.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation or contract note stating the number of Placing
Shares allocated to it at the Issue Price, the aggregate amount
owed by such Placee to Panmure Gordon (as agent for the Company)
and settlement instructions. Each Placee agrees that it will do all
things necessary to ensure that delivery and payment is completed
in accordance with either the CREST or certificated settlement
instructions that it has in place with Panmure Gordon. Settlement
will be through Panmure Gordon (UK) Limited, against CREST
participant account: 4FQFQ. For the avoidance of doubt, Placing
allocations are expected to be booked with a trade date of 28 June
2023 and settlement date of 19 July 2023 in accordance with the
instructions set out in the trade confirmation.
The Company will instruct its registrar to deliver the Placing
Shares to the CREST account operated by Panmure Gordon as agent for
the Company and Panmure Gordon will enter its delivery (DEL)
instruction into the CREST system. The input to CREST by a Placee
of a matching or acceptance instruction will then allow delivery of
the relevant Placing Shares to that Placee against payment.
If a Placee wishes to receive its Placing Shares in certificated
form, it should contact Panmure Gordon (UK) Limited (+44 (0)20 7886
2500) as soon as possible after receipt of the allocation
confirmation.
Placees who wish to receive their Placing Shares in certificated
form are expected to receive their certificates for their Placing
Shares within 14 days of allotment, provided payment in full has
been made.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above SONIA as
determined by Panmure Gordon.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Panmure Gordon may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for Panmure Gordon's account and benefit
(as agent for the Company), an amount equal to the aggregate amount
owed by the Placee plus any interest due. The relevant Placee will,
however, remain liable and shall indemnify Panmure Gordon on demand
for any shortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax or
securities transfer tax (together with any interest or penalties)
which may arise upon the sale of such Placing Shares on such
Placee's behalf. By communicating a bid for Placing Shares, each
Placee confers on Panmure Gordon such authorities and powers
necessary to carry out any such sale and agrees to ratify and
confirm all actions which Panmure Gordon lawfully takes in
pursuance of such sale. Legal and/or beneficial title in and to any
Placing Shares shall not pass to the relevant Placee until it has
fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that any form of
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Neither Panmure Gordon nor the Company
will be liable in any circumstances for the payment of stamp duty,
stamp duty reserve tax or securities transfer tax in connection
with any of the Placing Shares. Placees will not be entitled to
receive any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to Panmure Gordon (for itself and
on behalf of the Company):
1. that it has read and understood this Announcement, including
this Appendix, in its entirety and that its subscription for
Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
2. that the shares in the capital of the Company are admitted to
the trading on AQSE, and the Company is therefore required to
publish the Exchange Information, which includes a description of
the nature of the Company's business and the Company's most recent
balance sheet and profit and loss account and that it is able to
obtain or access such Exchange Information without undue difficulty
and is able to obtain access to such information or comparable
information concerning any other publicly traded company without
undue difficulty;
3. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
4. that the exercise by Panmure Gordon of any right or
discretion under the Placing Agreement shall be within the absolute
discretion of Panmure Gordon and Panmure Gordon need not have any
reference to it and shall have no liability to it whatsoever in
connection with any decision to exercise or not to exercise any
such right and each Placee agrees that it has no rights against
Panmure Gordon or the Company, or any of their respective officers,
directors, consultants or employees, under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties Act) 1999;
5. that these terms and conditions represent the whole and only
agreement between it, Panmure Gordon and the Company in relation to
its participation in the Placing and supersedes any previous
agreement between any of such parties in relation to such
participation. Accordingly, each Placee, in accepting its
participation in the Placing, is not relying on any information or
representation or warranty in relation to the Company or any of its
subsidiaries or any of the Placing Shares other than as contained
in this Announcement, the Exchange Information and the Publicly
Available Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares. Each Placee agrees that neither the Company, Panmure Gordon
nor any of their respective officers, directors, employees,
consultants or agents will have any liability for any such other
information, representation or warranty, express or implied;
6. that Panmure Gordon does not have any duties or
responsibilities to it, or its clients, similar or comparable to
the duties of "best execution" and "suitability" imposed by the
Conduct of Business Sourcebook in the FCA's Handbook of Rules and
Guidance and that Panmure Gordon is acting for it or its clients
and that it will not be responsible for providing protections to
its clients;
7. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in the UK Prospectus
Regulation: (i) 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 the United
Kingdom or any Member State of the European Economic Area other
than Qualified Investors or in circumstances in which the prior
consent of Panmure Gordon has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom or any member state of the EEA other
than Qualified Investors, the offer of those Placing Shares to it
is not treated under the EU Prospectus Regulation as having been
made to such persons;
8. that neither it nor, as the case may be, its clients expect
Panmure Gordon to have any duties or responsibilities to such
persons similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book,
and that Panmure Gordon is not acting for it or its clients, and
that Panmure Gordon will not be responsible for providing the
protections afforded to customers of Panmure Gordon or for
providing advice in respect of the transactions described
herein;
9. that it has made its own assessment of the Placing Shares and
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing and neither Panmure Gordon or the Company nor any of their
respective Affiliates, agents, directors, officers, consultants or
employees or any person acting on behalf of any of them has
provided, and will not provide, it with any material regarding the
Placing Shares or the Company or any other person other than the
information in this Announcement or the Publicly Available
Information; nor has it requested Panmure Gordon, the Company or
any of their respective Affiliates, agents, directors, officers,
consultants or employees or any person acting on behalf of any of
them to provide it with any such information;
10. that the only information on which it is entitled to rely on
and on which it has relied upon in committing to subscribe for the
Placing Shares is contained in this Announcement and the Publicly
Available Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares and it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement and the Publicly Available Information;
11. that neither Panmure Gordon nor the Company nor any of their
respective Affiliates, agents, directors, officers, consultants or
employees has made any representation or warranty to it, express or
implied, with respect to the Company, the Placing or the Placing
Shares or the accuracy, completeness or adequacy of this
Announcement or the Publicly Available Information;
12. that it and the person(s), if any, for whose account or
benefit it is subscribing for the Placing Shares is not subscribing
for and/or purchasing Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S;
13. that, unless specifically agreed with Panmure Gordon, it is
not and was not acting on a non-discretionary basis for the account
or benefit of a person located within the United States at the time
the undertaking to subscribe for Placing Shares was given and it is
not acquiring Placing Shares with a view to the offer, sale,
resale, transfer, delivery or distribution, directly or indirectly,
of any Placing Shares into the United States and it will not
reoffer, resell, pledge or otherwise transfer the Placing Shares
except pursuant to an exemption from the registration requirements
of the Securities Act and otherwise in accordance with any
applicable securities laws of any state or jurisdiction of the
United States;
14. that it is not a national or resident of Canada, Australia,
New Zealand, the Republic of South Africa or Japan or a
corporation, partnership or other entity organised under the laws
of Canada, Australia, New Zealand, the Republic of South Africa or
Japan and that it will not offer, sell, renounce, transfer or
deliver, directly or indirectly, any of the Placing Shares in
Canada, Australia, New Zealand, the Republic of South Africa or
Japan or to or for the benefit of any person resident in Canada,
Australia, New Zealand, the Republic of South Africa or Japan and
each Placee acknowledges that the relevant exemptions are not being
obtained from the Securities Commission of any province of Canada,
that no document has been or will be lodged with, filed with or
registered by the Australian Securities and Investments Commission
or Japanese Ministry of Finance and that the Placing Shares are not
being offered for sale and may not be, directly or indirectly,
offered, sold, transferred or delivered in or into Canada,
Australia, New Zealand, the Republic of South Africa or Japan;
15. that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
16. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Placing or the Placing Shares to any persons within the United
States;
17. that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein, failing
which the relevant Placing Shares may be placed with other
subscribers or sold as Panmure Gordon may in its discretion
determine and without liability to such Placee;
18. that it is entitled to subscribe for Placing Shares under
the laws of all relevant jurisdictions which apply to it and that
it has fully observed such laws and obtained all governmental and
other consents which may be required thereunder or otherwise and
complied with all necessary formalities and that it has not taken
any action which will or may result in the Company or Panmure
Gordon or any of their respective directors, officers, employees,
consultants or agents acting in breach of any regulatory or legal
requirements of any territory in connection with the Placing or its
acceptance;
19. that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for the Placing
Shares and to perform its subscription obligations;
20. that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account: (a) to acquire the Placing Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this Appendix and
this Announcement of which it forms part; and (c) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by Panmure Gordon;
21. that it is either: (a) a person of a kind described in
paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment
professionals) of the FPO; or (b) a person of a kind described in
paragraph 2 of Article 49 (high net worth companies, unincorporated
associations, partnerships or trusts or their respective directors,
officers or employees) of the FPO; or (c) a person to whom it is
otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it
for the purposes of its business;
22. that, unless otherwise agreed by Panmure Gordon, it is a
qualified investor (as defined in section 86(7) of FSMA;
23. that, unless otherwise agreed by Panmure Gordon, it is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution;
24. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
25. that any money held in an account with Panmure Gordon (or
its nominees) on its behalf and/or any person acting on its behalf
will not be treated as client money within the meaning of the rules
and regulations of the FCA. Each Placee further acknowledges that
the money will not be subject to the protections conferred by the
FCA's client money rules. As a consequence, this money will not be
segregated from Panmure Gordon's (or its nominee's) money in
accordance with such client money rules and will be used by Panmure
Gordon in the course of its own business and each Placee will rank
only as a general creditor of the Panmure Gordon;
26. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
ordinary shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
27. that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
28. that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing
for and/or purchasing under the Placing unless and until Admission
becomes effective;
29. that it appoints irrevocably any director of Panmure Gordon
as its agent for the purpose of executing and delivering to the
Company and/or its registrars any document on its behalf necessary
to enable it to be registered as the holder of the Placing
Shares;
30. that, as far as it is aware, it is not acting in concert
(within the meaning given in The City Code on Takeovers and
Mergers) with any other person in relation to the Company;
31. that this Announcement does not constitute a securities
recommendation or financial product advice and that neither Panmure
Gordon nor the Company has considered its particular objectives,
financial situation and needs;
32. that it has sufficient knowledge, sophistication and
experience in financial, business and investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares and is aware that it may be required
to bear, and it, and any accounts for which it may be acting, are
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing;
33. that it will indemnify and hold the Company and Panmure
Gordon and their respective Affiliates, officers, directors,
employees, consultants and agents harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the Company
and Panmure Gordon will rely on the truth and accuracy of the
confirmations, warranties, acknowledgements and undertakings herein
and, if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify Panmure Gordon and the
Company. All confirmations, warranties, acknowledgements and
undertakings given by the Placee pursuant to this Announcement
(including this Appendix) are given to Panmure Gordon for itself
and on behalf of the Company and will survive completion of the
Placing and Admission;
34. that time shall be of the essence as regards obligations pursuant to this Appendix;
35. that it is responsible for obtaining any legal, financial,
tax and other advice that it deems necessary for the execution,
delivery and performance of its obligations in accepting the terms
and conditions of the Placing, and that it is not relying on the
Company or Panmure Gordon to provide any legal, financial, tax or
other advice to it;
36. that all dates and times in this Announcement (including
this Appendix) may be subject to amendment and that Panmure Gordon
shall notify it of such amendments;
37. that (i) it has complied with its obligations under the
Criminal Justice Act 1993, and UK MAR, (ii) in connection with
money laundering and terrorist financing, it has complied with its
obligations under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000 (as amended),the Terrorism Act 2006 and the
Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and (iii) it is not a
person: (a) with whom transactions are prohibited under the Foreign
Corrupt Practices Act of 1977 or any economic sanction programmes
administered by, or regulations promulgated by, the Office of
Foreign Assets Control of the U.S. Department of the Treasury; (b)
named on the Consolidated List of Financial Sanctions Targets
maintained by HM Treasury of the United Kingdom; or (c) subject to
financial sanctions imposed pursuant to a regulation of the
European Union or a regulation adopted by the United Nations
(together, the "Regulations"); and, if making payment on behalf of
a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations and, if making payment on behalf of a
third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and
other consents (if any) which may be required for the purpose of,
or as a consequence of, such purchase, and it will provide promptly
to Panmure Gordon such evidence, if any, as to the identity or
location or legal status of any person which Panmure Gordon may
request from it in connection with the Placing (for the purpose of
complying with such Regulations or ascertaining the nationality of
any person or the jurisdiction(s) to which any person is subject or
otherwise) in the form and manner requested by Panmure Gordon on
the basis that any failure by it to do so may result in the number
of Placing Shares that are to be subscribed for by it or at its
direction pursuant to the Placing being reduced to such number, or
to nil, as Panmure Gordon may decide in its absolute
discretion;
38. that it will not make any offer to the public of those
Placing Shares to be subscribed for by it for the purposes of the
Prospectus Regulation Rules made by the FCA pursuant to Prospectus
Regulation Rules Instrument 2019 (FCA 2019/80);
39. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect of any Placing Shares; save that if
it is a private client stockbroker or fund manager it confirms that
in purchasing the Placing Shares it is acting under the terms of
one or more discretionary mandates granted to it by private clients
and it is not acting on an execution only basis or under specific
instructions to purchase the Placing Shares for the account of any
third party;
40. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or Panmure Gordon
in any jurisdiction in which the relevant Placee is incorporated or
in which its assets are located or any of its securities have a
quotation on a recognised stock exchange;
41. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to Panmure Gordon;
42. that Panmure Gordon owes no fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
43. that Panmure Gordon or any of its Affiliates may, at their
absolute discretion, agree to become a Placee in respect of some or
all of the Placing Shares;
44. that no prospectus, admission document or other offering
document has been or will be prepared in connection with the
Placing and it has not received and will not receive a prospectus,
admission document or other offering document in connection with
the Placing or the Placing Shares; and
45. that if it has received any confidential price sensitive
information or inside information concerning the Company in advance
of the publication of this Announcement, it has not: (i) dealt in
the securities of the Company; (ii) encouraged, required,
recommended or induced another person to deal in the securities of
the Company; or (iii) disclosed such information to any person,
prior to such information being made publicly available.
The Company, Panmure Gordon and their respective Affiliates will
rely upon the truth and accuracy of each of the foregoing
representations, warranties, acknowledgements and undertakings
which are given to Panmure Gordon for themselves and on behalf of
the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by
Panmure Gordon.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company or
Panmure Gordon will be responsible, and the Placee to whom (or on
behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such UK stamp duty or stamp duty reserve tax
undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and Panmure Gordon in the event that any of
the Company and/or Panmure Gordon have incurred any such liability
to UK stamp duty or stamp duty reserve tax. If this is the case,
each Placee should seek its own advice and notify Panmure Gordon
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.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Panmure Gordon or by any of its Affiliates, officers, directors,
employees, consultants or agents as to or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
References to time in this Announcement are to London time,
unless otherwise stated.
All times and dates in this Announcement may be subject to
amendment.
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.
The price of shares and any income expected from them may go
down as well as up and Placees may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the AQSE Growth Market.
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 .
Product Governance Requirements
1. Solely for the purposes of the product governance
requirements contained within: (a) EU Directive 2014/65/EU on
markets in financial instruments, as amended ("MiFID II"); (b)
Chapter 3 of the FCA Handbook Production Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements");
and (c) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II and UK MiFID II; and (d) local
implementing measures (together, the "Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the Product Governance Requirements) may
otherwise have with respect thereto, the Placing Shares have been
subject to a product approval process, which has determined that
the Placing Shares are: (i) compatible with an end target market
of: (a) retail investors, (b) investors who meet the criteria of
professional clients and (c) eligible counterparties (each as
defined in the Product Governance Requirements); and (ii) eligible
for distribution through all distribution channels as are permitted
by Product Governance Requirements (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing.
2. For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of the Product Governance Requirements; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the Placing Shares.
3. Each distributor is responsible for undertaking its own
target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
APPIX III
DEFINITIONS AND GLOSSARY
DEFINITIONS
The following definitions apply throughout this announcement
unless the context otherwise requires:
"Act" the UK Companies Act 2006, as amended
"Acquisition" the acquisition of 60% of the issued
share capital of Sandbag from the Sellers
on the terms of the Acquisition Agreement
"Acquisition Agreement" the conditional share purchase agreement
dated 28 June 2023 between the Company
and the Sellers
"Admission" Admission of the Placing Shares and
the Subscription Shares to trading on
the AQSE Growth Market becoming effective
in accordance with Rule 3.9 of the AQSE
Rules
"AQSE" the Aquis Stock Exchange PLC
"AQSE Growth Market" the market for unlisted securities operated
by AQSE
"AQSE Rules" means the AQSE Growth Market Access
Rulebook, as published and amended from
time to time by the AQSE;
"Articles" the articles of association of the Company
(as amended from time to time)
"Board" or "Directors" the board of directors of the Company,
whose names are listed in the Circular
"Bookbuild" the accelerated bookbuild process in
relation to the Placing, on the terms
described in the Placing Agreement and
the other documents relating to the
Placing, which will establish the number
of Placing Shares to be issued and allotted
pursuant to the Placing
"Circular" the Circular to be published by the
Company on or about 29 June 2023 setting
out details of the Fundraise and containing
the Notice of the General Meeting
"Company" or "ATC" All Things Considered Group plc, a company
incorporated and registered in England
and Wales with registered number 13411674
"Completion" completion of the Acquisition Agreement
in accordance with its terms
"CREST" the relevant system (as defined in the
Regulations) which enables title to
units of relevant securities (as defined
in the Regulations) to be evidenced
and transferred without a written instrument
and in respect of which Euroclear UK
& International Limited is the Operator
(as defined in the Regulations)
"Disclosure Guidance the Disclosure Guidance and Transparency
and Transparency Rules" Rules issued by the FCA
"Existing Ordinary the 9,584,020 Ordinary Shares in issue
Shares" as at the date of the Circular
"FCA" Financial Conduct Authority
"FSMA" the Financial Services and Markets Act
2000, as amended
"Fundraise" the Placing and the Subscription
"General Meeting" the general meeting of the Company to
be held at 9.00 a.m. on 17 July 2023,
notice of which is set out at the end
of the Circular, and any adjournment
thereof
"Group" ATC and its subsidiaries (as defined
in section 1159 of the Act)
"Issue Price" 92.5 pence per New Ordinary Share
"New Ordinary Shares" means the Placing Shares and the Subscription
Shares
"Notice of General the notice of General Meeting set out
Meeting" at the end of the Circular
"Ordinary Shares" ordinary shares of 0.01 pence each in
the capital of the Company
"Panmure Gordon" Panmure Gordon (UK) Limited, a private
limited company incorporated in England
& Wales under registered number 04915201
and having its registered office at
40 Gracechurch Street, London EC3V 0BT
acting as AQSE Corporate Adviser and
Broker
"Placing" the conditional placing of the Placing
Shares to placees
"Placing Agreement" the conditional agreement dated 28 June
2023 relating to the Placing between
the Company, the Directors and Panmure
Gordon
"Placing Documents" the marketing presentation used by the
Company in connection with the Placing,
the Circular, this announcement (including
the appendices) and the announcement
of the results of the Placing to be
published by the Company following completion
of the Bookbuild
"Placing Long Stop 8.00 a.m. on 31 July 2023
Date"
"Placing Shares" the New Ordinary Shares to be issued,
conditional on Admission, in connection
with the Placing
"Prospectus Regulation" Regulation (EU) 2017/1129 on the prospectus
to be published when securities are
offered to the public or admitted to
trading on a regulated market
"Prospectus Regulation the Prospectus Regulation Rules made
Rules" in accordance with the Prospectus Regulation
Rules Instrument 2019 (FCA: 2019/80)
"Registrar" Computershare Investor Services plc
"Regulations" the UK Uncertificated Securities Regulations
2001 (SI 2001 No. 3755), as amended
"Resolutions" the resolutions to be proposed at the
General Meeting as set out in the Notice
of General Meeting
"Sandbag" Sandbag Limited, a private limited company
incorporated in England & Wales under
registered number 04382666 and having
its registered office at 50 Milford
Road, Reading RG1 8LJ
"Sellers" Mel Maxwell, Christiaan Munro and Jonathan
Newill
"Shareholders" the holders of Ordinary Shares from
time to time, each individually being
a "Shareholder"
"Subscribers" those persons who have entered into
a Subscription Letter with the Company
in respect of the Subscription
"Subscription" the conditional subscription of the
Subscription Shares by certain Subscribers
"Subscription Letter" means a conditional letter agreement
dated 28 June 2023 between each Subscriber
and the Company
"Subscription Shares" the New Ordinary Shares to be issued,
conditional on Admission, in connection
with the Subscription
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland
"US" or "United States" the United States of America, its territories
and possessions, any state of the United
States and the District of Colombia
"GBP" the lawful currency of the United Kingdom
APPENDIX IV
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Fundraise 28 June 2023
Announcement of the result of the Fundraise 29 June 2023
Dispatch of the Circular and Proxy Form 29 June 2023
Last time and date for receipt of Form of 9.00am on 13 July 2023
Proxy
General Meeting 9.00am on 17 July 2023
Announcement of results of the General Meeting 17 July 2023
Admission to trading on AQSE and dealings 8.00 a.m. on 19 July
in the Placing Shares and the Subscription 2023
Shares to commence
CREST accounts credited with the Placing 19 July 2023
Shares and the Subscription Shares to be
held in uncertificated form
Definitive share certificates for the New w/c 24 July 2023
Ordinary Shares to be dispatched (if required)
(1) Each of the times and dates in the above timetable is
subject to change at the absolute discretion of ATC.
(2) All of the above times, and other time references in this document, refer to UK time.
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END
NEXNKFBPABKDAAB
(END) Dow Jones Newswires
June 28, 2023 13:00 ET (17:00 GMT)
All Things Considered (AQSE:ATC)
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부터 11월(11) 2024 으로 12월(12) 2024
All Things Considered (AQSE:ATC)
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부터 12월(12) 2023 으로 12월(12) 2024