TIDMVID
RNS Number : 0446U
Videndum PLC
20 November 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA,
SWITZERLAND, SOUTH KOREA, ISRAEL, SOUTH AFRICA, JAPAN, SINGAPORE
AND THE UNITED STATES AND ANY OTHER JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
SUCH JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE OR
FORM A PART OF A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT.
NOTHING HEREIN SHALL CONSTITUTE OR FORM A PART OF ANY OFFER,
INVITATION OR RECOMMATION TO PURCHASE, SELL OR SUBSCRIBE FOR ANY
SECURITIES IN ANY JURISDICTION. NOTHING IN THIS ANNOUNCEMENT SHOULD
BE INTERPRETED AS A TERM OR CONDITION OF THE CAPITAL RAISING.
NOTHING CONTAINED HEREIN SHALL FORM THE BASIS OF OR BE RELIED UPON
IN CONNECTION WITH, OR ACT AS AN INDUCEMENT TO ENTER INTO, ANY
INVESTMENT ACTIVITY. ANY DECISION TO PURCHASE, SUBSCRIBE FOR,
OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF SECURITIES
MENTIONED HEREIN MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION
CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS ONCE
PUBLISHED. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE
AVAILABLE FROM THE REGISTERED OFFICE OF THE COMPANY AND ON ITS
WEBSITE AT WWW.VIDUM.COM, SUBJECT TO APPLICABLE LAW AND
REGULATIONS. PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU
596/2014) WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018.
20 November 2023
VIDUM plc
Proposed GBP 125 million underwritten Capital Raising by way of
Firm Placing and Placing and Open Offer
Videndum plc ("Videndum" or the "Company", and together with its
subsidiaries, the "Group") today announces that it proposes to
issue 46,870,787 New Ordinary Shares by way of a firm placing,
placing and open offer (the "Capital Raising") for 267 pence per
New Ordinary Share (the "Offer Price") . Through the issue of New
Ordinary Shares, the Company expects to raise gross proceeds of
approximately GBP125 million.
Key highlights
-- Intention to raise gross proceeds of approximately GBP125
million through a Firm Placing and Placing and Open Offer:
- GBP75 million to be raised through the Firm Placing; and
- GBP50 million to be raised through the Placing and Open Offer.
-- The Firm Placing and Placing are being conducted by way of an
accelerated bookbuild process (the "Bookbuild"), which will be
launched immediately following this announcement and is subject to
the terms and conditions set out in Appendix II to this
Announcement (which forms part of this Announcement).
-- The Placing will be subject to clawback to satisfy Open Offer
Entitlements taken up by Qualifying Shareholders in the Open
Offer.
-- The timing of when the Bookbuild will close and allocations
will be at the discretion of the Joint Global Co-ordinators and the
Company. Details of the results of the Firm Placing and the Placing
will be announced as soon as practicable after the close of the
Bookbuild.
-- The Group intends to use the net proceeds from the Capital
Raising to reduce Leverage as follows:
- $55 million (GBP44.2 million) in net proceeds is intended to
fund the repayment and cancellation of the Group's outstanding term
loans, which relate to the acquisitions of Savage and Audix, which
as at the Latest Practicable Date had an outstanding balance of $55
million (GBP44.2 million).
- GBP72.5 million in net proceeds is intended to be utilised to
repay drawings under the Group's GBP200 million Revolving Credit
Facility.
-- 28,122,472 New Ordinary Shares will be issued through the
Firm Placing to raise approximately GBP75 million in gross
proceeds, and 18,748,315 New Ordinary Shares will be issued through
the Placing and Open Offer to raise gross proceeds of approximately
GBP50 million.
-- The Offer Price represents a discount of 3.3% to the Closing
Price of 276 pence per Ordinary Share on 20 November 2023.
-- The offer period for acceptances by Qualifying Shareholders
will commence on 22 November 2023 and end at 11.00 a.m. on 6
December 2023.
-- The Capital Raising is fully underwritten by the Joint
Bookrunners and is conditional upon, among other things, the
approval of Videndum Shareholders at a general meeting of the
Company which will take place at 10:30 a.m. (London time) on 7
December 2023.
-- The Company has received an irrevocable undertaking from
Alantra confirming its intention to vote in favour of the
Resolutions at the General Meeting, in respect of an aggregate of
9,908,153 Existing Ordinary Shares, representing approximately
21.1% of the Existing Ordinary Shares as at the Latest Practicable
Date.
-- The Company has also received an irrevocable undertaking from
Aberforth Partners confirming its intention to vote in favour of
the Resolutions at the General Meeting, in respect of an aggregate
of 4,469,760 Existing Ordinary Shares, representing approximately
9.54% of the Existing Ordinary Shares as at the Latest Practicable
Date.
-- In addition, all of the Directors and certain of the senior
management have shown their support for the Capital Raising by
committing to subscribe for 459,167 New Ordinary Shares at the
Offer Price pursuant to direct subscription agreements with the
Company (conditional upon Admission), generating an additional
GBP1.2 million of proceeds.
-- The Company intends to publish a prospectus tomorrow in
connection with the Capital Raising and convene a general meeting
to be held on 7 December 2023.
-- An audio webcast and Q&A for Analysts and Investors will
be held tomorrow (21 November 2023), starting at 10:30 a.m. (London
time). The presentation slides and a link to pre-register for
access to the webcast can be found at
https://videndum.com/investors/proposed-equity-raise/ .
Prospectus
A prospectus (the "Prospectus") setting out full details of the
Capital Raising is expected to be published on Videndum's website
tomorrow. The preceding summary should be read in conjunction with
the full text of the following announcement, together with the
Prospectus.
Unless the context otherwise requires, words and expressions
defined in the Prospectus shall have the same meanings in this
announcement.
Indicative summary timetable of principal events
Record Date for Open Offer Entitlements 6:00 p.m. on 17 November 2023
Announcement of the Capital Raising 20 November 2023
----------------------------------------------------------
Ex-Entitlements Date for the Open Offer 8.00 a.m. on 21 November 2023
----------------------------------------------------------
Publication of the Prospectus 21 November 2023
----------------------------------------------------------
Posting of the Prospectus, Application Forms (to 21 November 2023
Qualifying Non-Crest Shareholders only) and
the Form of Proxy
----------------------------------------------------------
Open Offer Entitlements credited to stock accounts in as soon as practicable after 8.00 a.m. on 22 November 2023
CREST (Qualifying CREST Shareholders
only)
----------------------------------------------------------
Recommended latest time for requesting withdrawal of Open 4.30 p.m. on 30 November 2023
Offer Entitlements from CREST (i.e.
if your Open Offer Entitlements are in CREST and you wish
to convert them to certificated
form)
----------------------------------------------------------
Latest time for depositing Open Offer Entitlements into 3.00 p.m. on 1 December 2023
CREST (i.e. if your Open Offer Entitlements
are represented by an Application Form and you wish to
convert them to uncertificated form)
----------------------------------------------------------
Latest time and date for splitting Application Forms (to 3.00 p.m. on 4 December 2023
satisfy bona fide market claims only)
----------------------------------------------------------
Latest time and date for receipt of Forms of Proxy 10.30 a.m. on 5 December 2023
----------------------------------------------------------
Latest time and date for receipt of completed Application 11.00 a.m. on 6 December 2023
Forms and payments in full and settlement
of CREST instructions (as appropriate)
----------------------------------------------------------
General Meeting 10.30 a.m. on 7 December 2023
----------------------------------------------------------
Announcement of the results of the Capital Raising and 7 December 2023
General Meeting
----------------------------------------------------------
Admission and dealings of the New Ordinary Shares, fully 8.00 a.m. on 8 December 2023
paid, commence on the London Stock
Exchange
----------------------------------------------------------
New Ordinary Shares credited to stock accounts in CREST as soon as possible after 8.00 a.m. on 8 December 2023
(Qualifying CREST Shareholders only)
----------------------------------------------------------
Expected date for despatch of definitive share by no later than 22 December 2023
certificates for the New Ordinary Shares in
certificated form
----------------------------------------------------------
The person responsible for release of this announcement on
behalf of Videndum is Jon Bolton, Company Secretary.
For further information, please contact:
Videndum plc
Stephen Bird, Group Chief Executive
Andrea Rigamonti, Group Chief Financial Officer
Jennifer Shaw, Group Communications Director +44 (0)20 8332 4602
N.M. Rothschild & Sons Limited (Sponsor and Financial Adviser)
Ravi Gupta
John Byrne
Shannon Nicholls
Ricky Paul +44 (0) 20 7280 5000
---------------------
Jefferies International Limited (Joint Global Co-ordinator and Joint Bookrunner)
Ed Matthews
Lee Morton
Will Soutar +44 (0) 20 7029 8000
---------------------
Investec Bank plc (Joint Global Co-ordinator and Joint Bookrunner)
David Flin
Ben Griffiths
Will Brinkley +44 (0)20 7597 5970
---------------------
MHP Group (Communications Adviser)
Tim Rowntree
Ollie Hoare
Robert Collett-Creedy +44 (0) 7817 458 804
Christian Harte +44 (0) 7736 464 749
---------------------
Important notices
This announcement has been issued by and is the sole
responsibility of the Company. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. No reliance may or should be placed by any
person for any purpose whatsoever on the information contained in
this announcement or on its accuracy, fairness or completeness. The
information in this announcement is subject to change without
notice.
This announcement is not a prospectus (or a prospectus
equivalent document) but an advertisement for the purposes of the
Prospectus Regulation Rules of the FCA. Neither this announcement
nor anything contained in it shall form the basis of, or be relied
upon in conjunction with, any offer or commitment whatsoever in any
jurisdiction. Investors should not acquire any New Ordinary Shares
referred to in this announcement except on the basis of the
information contained in the Prospectus to be published by the
Company in connection with the Capital Raising.
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. The Prospectus will
provide further details of the New Ordinary Shares being offered
pursuant to the Capital Raising.
This announcement (and the information contained herein) is not
for release, publication, transmission, forwarding or distribution,
directly or indirectly, in whole or in part, in, into or within the
United States of America, its territories and possessions, any
State of the United States or the District of Columbia
(collectively, the "United States"). This announcement is for
information purposes only and is not intended to constitute, and
should not be construed as, an offer to sell or issue, or a
solicitation of any offer to purchase, subscribe for or otherwise
acquire, securities in the United States. Securities may not be
offered or sold in the United States absent registration under the
US Securities Act of 1933, as amended (the "US Securities Act"), or
an exemption therefrom. The New Ordinary Shares have not been and
will not be registered under the US Securities Act or under any
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold, pledged, taken up, exercised,
resold, renounced, transferred or delivered, directly or
indirectly, in or into the United States except pursuant to an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States. No public offering of the
New Ordinary Shares has been or will be made in the United States.
Subject to certain limited exceptions, Application Forms have not
been, and will not be, sent to, and Open Offer Entitlements have
not been, and will not be, credited to the CREST account of, any
Qualifying Shareholder with a registered address in or that is
known to be located in the United States. None of the New Ordinary
Shares, Open Offer Entitlements, Application Forms, this
announcement or any other document connected with the Capital
Raising has been or will be approved or disapproved by the United
States Securities and Exchange Commission or by the securities
commissions of any state or other jurisdiction of the United States
or any other regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the offering of
the New Ordinary Shares, or the accuracy or adequacy of the
Application Forms, this announcement or any other document
connected with the Capital Raising. Any representation to the
contrary is a criminal offence in the United States.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for New Ordinary Shares or to take up any
entitlements to New Ordinary Shares in any jurisdiction. No offer
or invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for New Ordinary Shares or to take up any
entitlements to New Ordinary Shares will be made in any
jurisdiction in which such an offer or solicitation is unlawful.
The information contained in this announcement and the Prospectus
is not for release, publication or distribution to persons in
Australia, Canada, Switzerland, South Korea, Israel, South Africa,
Japan, Singapore and the United States, and any other jurisdiction
where the extension or availability of the Capital Raising (and any
other transaction contemplated thereby) would breach any applicable
law or regulation, and, subject to certain exceptions, should not
be distributed, forwarded to or transmitted in or into any
jurisdiction, where to do so might constitute a violation of local
securities laws or regulations.
The distribution of this announcement, the Prospectus, the
Application Form and the offering or transfer of New Ordinary
Shares into jurisdictions other than the United Kingdom may be
restricted by law, and, therefore, persons into whose possession
this announcement, the Prospectus, the Application Form and/or any
accompanying documents comes should inform themselves about and
observe any such restrictions. Any failure to comply with any such
restrictions may constitute a violation of the securities laws of
such jurisdiction. In particular, subject to certain exceptions,
this announcement, the Prospectus (once published) and the
Application Forms (once printed) should not be distributed,
forwarded to or transmitted in or into Australia, Canada,
Switzerland, South Korea, Israel, South Africa, Japan, Singapore
and the United States, or any other jurisdiction where the
extension or availability of the Capital Raising (and any other
transaction contemplated thereby) would breach any applicable law
or regulation.
Recipients of this announcement and/or the Prospectus should
conduct their own investigation, evaluation and analysis of the
business, data and property described in this announcement and/or
the Prospectus. This announcement does not constitute a
recommendation concerning any investor's options with respect to
the Capital Raising. The price and value of securities can go down
as well as up. Past performance is not a guide to future
performance. The contents of this announcement are not to be
construed as legal, business, financial or tax advice. Each
shareholder or prospective investor should consult his, her or its
own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.
Notice to all investors
Rothschild & Co is authorised and regulated by the FCA in
the United Kingdom. Rothschild & Co is acting exclusively for
Videndum plc and no one else in connection with this announcement
and the Capital Raising will not be responsible to anyone other
than Videndum plc for providing the protections afforded to its
clients nor for providing advice to any person in relation to the
Capital Raising or any matters referred to in this
announcement.
Investec Bank plc ("IBP") is authorised in the United Kingdom by
the Prudential Regulation Authority and regulated by the FCA and
the Prudential Regulation Authority in the United Kingdom. Investec
Europe Limited (trading as Investec Europe) ("IEL"), acting as
agent on behalf of IBP in certain jurisdictions in the EEA (IBP and
IEL together hereafter referred to as "Investec"), is regulated in
Ireland by the Central Bank of Ireland. Jefferies is authorised and
regulated by the FCA in the United Kingdom. Investec and Jefferies
are acting exclusively for Videndum plc and no one else in
connection with this announcement and the Capital Raising and will
not be responsible to anyone other than Videndum plc for providing
the protections afforded to its clients nor for providing advice to
any person in relation to the Capital Raising or any matters
referred to in this announcement.
None of the Banks, nor any of their respective subsidiaries,
branches or affiliates, nor any of their respective directors,
officers or employees owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Rothschild & Co, Investec or Jefferies in
connection with the Capital Raising, this announcement, any
statement contained herein, or otherwise.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by the Banks, nor any of their respective
subsidiaries, branches, affiliates or agents as to, or in relation
to, the accuracy or completeness of this announcement or any other
information made available to or publicly available to any
interested party or its advisers, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made
available, and any liability therefore is expressly disclaimed.
None of the information in this announcement has been independently
verified or approved by the Banks or any of their respective
affiliates.
The Joint Global Co-ordinators, in accordance with applicable
legal and regulatory provisions, may engage in transactions in
relation to the New Ordinary Shares and/or related instruments for
their own account for the purpose of hedging their underwriting
exposure or otherwise. In connection with the Capital Raising, the
Joint Global Co-ordinators and any of their respective affiliates,
acting as investors for their own accounts may acquire New Ordinary
Shares as a principal position and in that capacity may retain,
acquire, subscribe for, purchase, sell, offer to sell or otherwise
deal for their own accounts in such New Ordinary Shares and other
securities of the Company or related investments in connection with
the Capital Raising or otherwise. Accordingly, references in this
announcement to the New Ordinary Shares being issued, offered,
subscribed, acquired, placed or otherwise dealt in should be read
as including any issue, offer, subscription, acquisition, placing
or dealing by each of the Joint Global Co-ordinators and any of
their respective affiliates acting as investors for their own
accounts. In addition, certain of the Joint Global Co-ordinators or
their respective affiliates may enter into financing arrangements
(including swaps or contracts for difference) with investors in
connection with which such Joint Global Co-ordinators (or their
respective affiliates) may from time to time acquire, hold or
dispose of New Ordinary Shares.
In the event that the Joint Global Co-ordinators acquire New
Ordinary Shares which are not taken up by Qualifying Shareholders
(as defined in the Prospectus), the Joint Global Co-ordinators may
co-ordinate disposals of such shares in accordance with applicable
law and regulation. Except as required by applicable law or
regulation, the Joint Global Co-ordinators and their respective
affiliates do not propose to make any public disclosure in relation
to such transactions.
Information to distributors
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"),
and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Requirements) may otherwise have with
respect thereto the New Ordinary Shares have been subject to a
product approval process, which has determined that they each are:
(a) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in Chapter 3 of the FCA
Handbook Conduct of Business Sourcebook; and (b) eligible for
distribution through all permitted distribution channels (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, "distributors" (for the purposes of the UK Product
Governance Requirements) should note that: the price of the New
Ordinary Shares may decline and investors could lose all or part of
their investment; the New Ordinary Shares offer no guaranteed
income and no capital protection; and an investment in the New
Ordinary 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 any contractual, legal or regulatory selling
restrictions in relation to the Capital Raising. Furthermore, it is
noted that, notwithstanding the Target Market Assessment, the Joint
Global Co-ordinators 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: (i) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A, respectively, of the FCA
Handbook Conduct of Business Sourcebook; or (ii) a recommendation
to any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to, the New Ordinary
Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
Forward-looking statements
This announcement contains forward-looking statements, including
with respect to financial information, that are based on current
expectations or beliefs, as well as assumptions about future
events. These forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts.
In some cases, forward-looking statements use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "will", "may", "should", "would", "could", "is
confident", or other words of similar meaning.
None of the Company, its officers, advisers or any other person
gives any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur, in part or in whole.
No undue reliance should be placed on any such statements
because they speak only as at the date of this announcement and, by
their very nature, they are subject to known and unknown risks and
uncertainties and can be affected by other factors that could cause
actual results, and the Company's plans and objectives, to differ
materially from those expressed or implied in the forward-looking
statements. No representation or warranty is made that any
forward-looking statement will come to pass. You are advised to
read the Prospectus when published and the information incorporated
by reference therein in their entirety, and, in particular, the
section of the Prospectus headed "Risk Factors", for a further
discussion of the factors that could affect the Group's future
performance and the industry in which it operates. In light of
these risks, uncertainties and assumptions, the events described in
the forward-looking statements, including statements regarding
prospective financial information, in this announcement may not
occur. In addition, even if the Group's actual results of
operations, financial condition and the development of the business
sectors in which it operates are consistent with the
forward-looking statements contained in the Prospectus, those
results or developments may not be indicative of results or
developments in subsequent periods. These statements are not fact
and should not be relied upon as being necessarily indicative of
future results, and readers of this announcement are cautioned not
to place undue reliance on the forward-looking statements,
including those regarding prospective financial information.
No statement in this announcement is intended as a profit
forecast or estimate for any period, and no statement in this
announcement should be interpreted to mean that underlying
operating profit for the current or future financial years would
necessarily be above a minimum level, or match or exceed the
historical published operating profit or set a minimum level of
operating profit, nor that earnings or earnings per share or
dividend per share for the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share or dividend per share for
the Company.
Neither the Company nor any of the Banks or their respective
affiliates are under any obligation to update or revise publicly
any forward-looking statement contained within this announcement,
whether as a result of new information, future events or otherwise,
other than in accordance with their legal or regulatory obligations
(including, for the avoidance of doubt, the Prospectus Regulation
Rules, the Listing Rules, MAR, FSMA and Disclosure Guidance and
Transparency Rules). Additionally, statements of the intentions or
beliefs of the board of directors of the Company reflect the
present intentions and beliefs of the board of directors of the
Company as at the date of this announcement and may be subject to
change as the composition of the board of directors of the Company
alters, or as circumstances require.
VIDUM PLC
Proposed GBP 125 million underwritten Capital Raising by way of
Firm Placing and Placing and Open Offer
1. Introduction to the Capital Raising
Videndum announces today that it proposes to raise gross
proceeds of approximately GBP125 million through a Firm Placing and
Placing and Open Offer.
Pursuant to the Capital Raising, 28,122,472 New Ordinary Shares
will be issued through the Firm Placing and 18,748,315 New Ordinary
Shares will be issued through the Placing and Open Offer, on the
basis of 2 New Ordinary Shares for every 5 Existing Ordinary
Shares, in each case at the Offer Price of 267 pence per New
Ordinary Share.
The Offer Price of 267 pence per New Ordinary Share represents a
3.3% discount to the Closing Price of 276 pence per Ordinary Share
on 20 November 2023. The Offer Price (and the discount) has been
set by the Directors following their assessment of the prevailing
market conditions and anticipated demand for the New Ordinary
Shares. The Board, having taken appropriate advice from its
advisers, believes that the Offer Price (including the discount) is
appropriate in the circumstances.
The Capital Raising is fully underwritten by Investec and
Jefferies, subject to the conditions set out in the Placing
Agreement.
2. Background to the Capital Raising
2.1 Company overview
Videndum is a leading global provider of premium branded
hardware products and software solutions to the content creation
accessory industry. The Group's brands are leaders in defensible
niche markets, in terms of premium products, technology innovation
and/or market share.
Customers include TV broadcasters, film studios, production and
rental companies, photographers, independent content creators,
vloggers/influencers, professional musicians, governments and
enterprises.
Videndum designs and manufactures a portfolio of traditional
mechanically engineered products through to electronics and
software - to enable its customers, in a full range of creative
industries, to capture and share content through a wide variety of
media. Videndum's products typically attach to, or support, a
camera - primarily for broadcast, cinematic, video, photographic,
audio capture and smartphone applications - and are offered as a
cohesive package. Its product portfolio includes: camera supports
(tripods and heads), video transmission systems and monitors, live
streaming solutions, smartphone accessories, robotic camera
systems, prompters, LED lighting, mobile power, carrying solutions,
backgrounds, motion control, audio capture, and noise reduction
equipment.
2.2 Reasons for the Capital Raising
Over the past two years, several factors have combined to
significantly increase the Group's leverage, defined as
Consolidated Net Borrowings to EBITDA according to the terms of its
lending covenants ("Leverage").
-- Between April 2021 and January 2022, the Group completed four
acquisitions for aggregate consideration of more than US$150
million, which were funded from debt; in the same period its
Leverage increased from 1.3x at 31 December 2019 to 2.2x at 30 June
2022.
-- Beginning in the second half of 2022, the Group was
increasingly impacted by macroeconomic headwinds, including
weakening consumer confidence, which most significantly impacted
revenue from the Group's non-professional customers (c.10% of Group
revenue). As interest rates increased, business confidence was
impacted further towards the latter part of the second half of
2022, and this resulted in retailers and distributors commencing to
destock across all divisions, but predominantly impacting the Media
Solutions Division. This also began impacting the Group's
independent content creator segment (c.35% of Group revenue).
-- The macroeconomic environment has remained challenging
throughout 2023, which has led to continued retailer and
distributor destocking, compounded by the continuing weakness of
the Group's consumer segment as well as its independent content
creator segment. The challenging macroeconomic environment and the
acquisitions by the Group increased the Group's Leverage
position.
-- As further set out in the Prospectus, the WGA, which combines
two different US labour unions representing TV and film writers in
New York and Los Angeles, called a strike on 2 May 2023. In the
months prior to the strike being called, the speculation of a
potential strike caused some US cine/scripted TV productions to be
paused, and from 2 May 2023, the majority of US cine/scripted TV
productions were suspended. This strike action significantly
impacted demand for the Group's high-end cine and scripted TV
products in the United States.
Substantial actions executed to help mitigate the impact of
adverse macroeconomic environment and US Writers' and Actors'
Strikes
Against this challenging backdrop, the Group took significant
actions to mitigate the impact of the macroeconomic challenges and
the US Writers' and Actors' Strikes, including agreeing covenant
amendments with its lending banks, cost reductions, and developed
plans to conserve cash, and reduce Leverage. The year-on-year net
benefit of cost savings was GBP8.9 million in H1 2023 .
The mitigation efforts include, but are not limited to, the
following:
-- La Cassa Integrazione Guadagni Ordinaria, the Italian
government supported furlough programme, was applied in the Italian
facilities of Media Solutions to mitigate the lower demand whilst
ensuring employees were looked after and retained by the
business;
-- Implemented restructuring projects in all divisions to ensure
a lean organisation ready to capitalise once trading conditions
improve;
-- Taken advantage of location synergies following recent acquisitions:
- In the United Kingdom, the Rycote windshield production was
moved to the Ashby-de-la-Zouch factory;
- In the United States, audio R&D and microphones production
moved to the audio centre of excellence in Portland, the
manufacturing of Wooden Camera products moved from Dallas, USA to
the Cartago site in Costa Rica and Videndum Media Solutions' US
distribution moved out of New Jersey to the Savage facilities in
Arizona; and
-- Short-time working was implemented in Creative Solutions in
H2 2023 to mitigate the lower demand whilst ensuring employees were
retained by the business.
Notwithstanding these actions, the Group's Leverage position
increased to 2.9x for the 12 months to 30 June 2023. The Group's
gearing, defined as Net Debt to Equity was 86% at 31 December 2022
and increased to 139% at 30 June 2023. As Videndum outlined in its
2023 Half Year Results, given the length of the US Writers' and
Actors' Strikes, the strikes are also having a significant impact
in the second half of 2023, and Leverage at December 2023 will be
based on EBITDA for the 12 months to 31 December 2023 .
Videndum has good relationships with its lending banks and
during the strikes, the Group worked constructively with its
lending banks and agreed covenant amendments for December 2023 and
June 2024 in August 2023, and further amended the covenants for the
Test Dates falling on December 2023, March 2024, June 2024 and
September 2024 in September 2023 and November 2023. The lending
banks also agreed to delay the scheduled repayment of term loans of
US$25 million (GBP20.1 million) from December 2023 to February
2024. New covenant testing dates for March 2024 and September 2024
have been agreed in addition to the customary test dates of
December and June. In addition, there is a requirement for the
Company to prepare an alternative deleveraging plan in a form and
substance satisfactory to its lending banks by no later than 15
January 2024 if an equity raise of a minimum of GBP90 million net
proceeds (after fees, costs and expenses) has not been launched by
30 November 2023. Moreover, during the period starting 10 November
2023 and ending 30 June 2024, the Company and the Group must seek
consent from its lending banks for any new acquisitions. The launch
of the Capital Raising satisfies the requirement to announce and
release the Capital Raising on or before 30 November 2023, which
means the Group is not required to prepare such alternative
deleveraging plan.
Alongside executing cost saving and cash preservation actions
(including non-recourse factoring of receivables, lower capital
expenditure in fixed assets, and controlled investment in working
capital) Videndum has continued to maintain investment in the
Group's key strategic initiatives to seek to ensure it is well
placed for recovery once productions restart. The Group is
increasingly focusing on the high-end professional content creation
market where it has high market share, sales channel expertise and
compelling growth opportunities. Consequently, the Board has
already decided to exit the non-core medical market, and has exited
the non-core gaming market, to concentrate on R&D investment on
the content creation market. As a result, Amimon was held for sale
at 30 June 2023 and certain trade and assets of Lightstream were
disposed of by the Group on 2 October 2023 for US$0.5 million.
Even though both the WGA and SAG-AFTRA have announced that they
have reached agreements on new 2023 contracts (in the case of
SAG-AFTRA, pending the SAG-AFTRA Members Ratification), allowing
both writers and actors to return to work, the length and depth of
the strikes, coupled with the macroeconomic challenges, have
significantly impacted the Group. The Capital Raising will allow
Videndum to reduce its borrowings and enable the Group to focus on
its strategic delivery and long-term value creation as well as
reducing the risk for all stakeholders from a possible breach of
covenants, or a solvency risk due to a lack of liquidity.
More robust capital structure will help the Group deliver on its
medium-to-long-term ambitions
Videndum believes that the Capital Raising will provide the
Group with a balanced capital structure to enable the delivery of
its strategy and generate future shareholder value.
The content creation market continues to have strong longer-term
prospects, with structural growth drivers, and Videndum is
positioned to benefit with leading, premium brands. Although the
consumer and ICC segments of the market are being impacted by the
current challenging macroeconomic environment, and cine/scripted TV
productions were paused for over five months in the United States
(and some European countries have also been affected) due to the US
Writers' and Actors' Strikes, Videndum expects that the demand for,
and investment in, original content (e.g. for live news and sport,
reality and scripted TV shows, films, digital visual content for
e-commerce and vlogging, etc.) will continue to grow in the medium
term.
Videndum expects to recover from the temporary impact from the
headwinds mentioned above, however the timing and shape of recovery
from the strikes, and an improvement in the macroeconomic
environment, is difficult to predict.
Recovery is underpinned by Videndum's clear strategy to create
value with a tighter focus on its high-end, professional core
markets which have attractive growth prospects. Even assuming that
the macroeconomic environment remains challenging in 2024, the
Group believes it has a number of building blocks to achieve its
2024 targets. These include the non-repeat of the US Writers' and
Actors' Strikes, the bounce back from the strikes, less destocking,
the benefit from price increases implemented in 2023, a pipeline of
new product launches (including the new sustainable portable power
solution), delivery of the 2024 Olympic Games contract, and the
positive impact from the media coverage of the 2024 US Presidential
elections.
Margin improvement is expected as volumes return, and the Group
delivers operating leverage. The Group is focused on improving
operating profit margins towards its long-term mid-to-high teen
goal and its long-term margin improvement drivers include targeted
pricing increases to reflect product quality and brand strength,
growing online sales, continued operating efficiencies, and
capturing synergies from recent acquisitions.
The Board believes that a reduction in Videndum's current
elevated Leverage position will enable the Group to focus on
strategic execution and long-term value creation and will reduce
the downside risks from near-term headwinds the Group is currently
experiencing and the risk of a breach of its covenants which would
result in the default of its lending arrangements with its banks.
This will also help to ensure that Videndum is well-positioned to
benefit from a recovery in revenue once the current headwinds
abate.
Whilst the Group remains focused on proactively reducing
Leverage in the short term, in the medium to long term the Group
has a disciplined approach to capital allocation, including
considering potential divestments as well as targeted bolt-on
M&A activity where there are opportunities to expand the
Group's addressable markets and/or enhance its technological
capabilities.
It is accordingly announcing a fully underwritten Capital
Raising, subject to the conditions set out in the Placing
Agreement, to raise gross proceeds of GBP125 million. This will
provide headroom with respect to the financial debt covenants
contained within the Group's Existing Senior Financial
Indebtedness, strategic, and financial flexibility and it will be
supported by divestment proceeds, if any, and continued cost
control.
In summary, the Board believes the Capital Raising will allow
Videndum to focus its resources on strategic execution and
long-term value creation for shareholders from its market-leading
premium brands focused on the content creation market.
3. Use of proceeds
The Capital Raising is expected to raise approximately GBP125
million in gross proceeds and approximately GBP116.7 million in net
proceeds (after deduction of estimated commissions, fees, expenses
and excluding VAT).
US$55 million in net proceeds is intended to fund the repayment
and cancellation of the Group's outstanding term loans, which
relate to the acquisitions of Savage and Audix, which as at the
Latest Practicable Date had an outstanding balance of US$55 million
(GBP44.2 million), following which GBP72.5 million in net proceeds
is intended to be utilised to repay drawings under the Group's
Revolving Credit Facility.
The Group will continue to prioritise reducing Leverage to its
previous targeted range to be below 1.5x whilst also seeking to
execute its strategy and maintain investment in its key strategic
initiatives to drive organic growth.
4. Current trading and outlook
Since the Group's last update in the 2023 Half Year Results
announced on 26 September 2023, the US Writers' and Actors' Strikes
have ended (pending the SAG-AFTRA Member Ratification). However, as
expected, there is significantly more impact from the US Writers'
and Actors' Strikes on the Group in H2 2023 than in H1 2023.
Consistent with the trends in the first half, the macroeconomic
environment remains challenging, and the Group does not anticipate
a recovery in the consumer or ICC segments in 2023.
Management believes that destocking has completed in consumer
retailers, however specialist distributors remain concerned about
high interest rates and levels of working capital, and there is
therefore still some destocking in this area, although this is
expected to reduce and have a lower impact going forward.
Management continues to be focused on tightly managing costs and
preserving cash, while seeking to ensure that the business is well
placed for recovery now that the US Writers' and Actors' Strikes
have ended (pending the SAG-AFTRA Member Ratification) and once
productions affected by those strikes restart. However, as a
consequence of the increasing impact of the strikes and the
challenging macroeconomic environment, the Group experienced a
further weakening in trading in the third quarter, particularly
with respect to Creative Solutions, and to a lesser extent
Production Solutions, which have the most exposure to the
cine/scripted TV segment. This resulted in an increase in Leverage
from 2.9x as at 30 June 2023 to 4.2x as at 30 September 2023.
On 2 October 2023, certain trade and assets of Lightstream were
sold to Xsolla (USA), Inc., a leading player in the gaming
industry, for US$0.5 million.
Videndum remains well positioned in a content creation market
which has attractive structural growth drivers and strong
medium-term prospects. Now that the US Writers' and Actors' Strikes
have ended (pending the SAG-AFTRA Member Ratification) and once
productions affected by those strikes restart, the Board is
confident that the Group will benefit from a significant recovery
in its cine revenue.
5. Risk factors and further information
Shareholders should consider fully and carefully the risk
factors associated with Videndum, as set out in the Prospectus.
Shareholders should read the whole of the Prospectus and not
rely solely on the information set out in this announcement.
6. Principal terms and conditions of the Capital Raising
The Company proposes to raise gross proceeds of approximately
GBP125 million (approximately GBP116.7 million after deduction of
estimated commissions, fees, expenses and excluding VAT) by way
of:
-- a Firm Placing of 28,122,472 New Ordinary Shares; and
-- a Placing and Open Offer of 18,748,315 New Ordinary Shares,
in each case at an Offer Price of 267 pence per New Ordinary
Share. The New Ordinary Shares will, when issued and fully paid,
rank pari passu in all respects with the Existing Ordinary
Shares.
The Capital Raising is being fully underwritten by the Joint
Bookrunners on, and subject to, the terms and conditions of the
Placing Agreement. The Capital Raising is conditional on, among
other things, the Resolutions having been passed by Shareholders at
the General Meeting.
The Board has considered the best way to structure the proposed
equity Capital Raising in light of the Group's current financial
position and the interests of all Shareholders. The decision to
structure the equity Capital Raising by way of a combination of a
Firm Placing and a Placing and Open Offer takes into account a
number of factors, including the total net proceeds to be raised
pursuant to the Capital Raising and the possibility to widen the
Company's shareholder base with new investors in the Company. The
Board also believes that the Firm Placing could enable the Company
to satisfy demand from current major Shareholders wishing to
increase their equity positions in the Company. The Board has
sought to balance the dilution to existing Shareholders arising
from the Firm Placing with the need to bring in substantial
investors with guaranteed commitments to ensure the success of the
Capital Raising. As a result 39.6% of the New Ordinary Shares being
issued will be available to existing Shareholders through the Open
Offer on a pro rata basis.
Further details of the terms and conditions of the Capital
Raising, including the procedure for acceptance and payment and the
procedure in respect of rights not taken up, will be set out in the
Prospectus and, where relevant, the Application Form.
Offer Price
The Offer Price of 267 pence per New Ordinary Share represents a
3.3% discount to the Closing Price of 276 pence per Ordinary Share
on 20 November 2023. The Offer Price (and the discount) has been
set by the Directors following their assessment of the prevailing
market conditions and anticipated demand for the New Ordinary
Shares. The Board, having taken appropriate advice from its
advisors, believes that the Offer Price (including the discount) is
appropriate in the circumstances.
Firm Placing
The Company proposes to issue 28,122,472 Firm Placing Shares to
Firm Placees at the Offer Price, on a non-pre-emptive basis. The
Firm Placing will not be subject to clawback to satisfy Open Offer
Entitlements taken up by Qualifying Shareholders.
Placing and Open Offer
Under the Open Offer, Qualifying Shareholders are being given
the opportunity to subscribe for New Ordinary Shares pro rata to
their current holdings on the basis of 2 New Ordinary Shares for
every 5 Existing Ordinary Shares held by them on the Record Date,
and so in proportion to any other number of Existing Ordinary
Shares then held and otherwise on the terms and conditions set out
in this document (and, in the case of Qualifying Non-CREST
Shareholders, the Application Form).
Qualifying Shareholders may apply for any whole number of Open
Offer Shares up to their Open Offer Entitlements. Fractions of Open
Offer Shares will not be allotted and each Qualifying Shareholder's
Open Offer Entitlements will be rounded down to the nearest whole
number. The fractional entitlements will be aggregated and sold for
the benefit of the Company under the Placing. Accordingly,
Qualifying Shareholders with fewer than 5 Existing Ordinary Shares
will not be entitled to take up any Open Offer Shares. Holdings of
Existing Ordinary Shares in certificated and uncertificated form
will be treated as separate holdings for the purpose of calculating
Open Offer Entitlements.
The Joint Bookrunners have agreed severally, subject to the
certain terms and conditions of the Placing Agreement, to use
reasonable endeavours to procure Placees for the New Ordinary
Shares at the Offer Price. To the extent that any Firm Placee or
Placee procured by the Joint Bookrunners fails to subscribe for any
or all of the Firm Placing Shares and/or Placing Shares which have
been allocated to it, subject to certain conditions, each of the
Joint Bookrunners shall severally subscribe themselves for the Firm
Placing Shares and/or the Placing Shares at the Offer Price.
Director and Senior Management Subscriptions
Each of the Directors and certain of the Senior Managers have
committed to subscribe for New Ordinary Shares, at the Offer Price,
in connection with the Capital Raising pursuant to direct
subscription agreements with the Company (conditional upon
Admission). In aggregate, 459,167 New Ordinary Shares are expected
to be issued by the Company in connection with the Director and
Senior Management Subscriptions and the Company will raise
additional proceeds of approximately GBP1,226,000 (gross).
Impact of not applying for New Ordinary Shares
Any New Ordinary Shares which are not applied for under the Open
Offer will be allocated to Conditional Placees pursuant to the
Placing. Pursuant to the Placing Agreement, the Joint Bookrunners
have severally agreed to use reasonable endeavours to procure
conditional subscribers (subject to clawback to satisfy Open Offer
Entitlements taken up by Qualifying Shareholders) for the New
Ordinary Shares at the Offer Price. If the Joint Bookrunners are
unable to procure subscribers for any New Ordinary Shares that are
not taken up by Qualifying Shareholders pursuant to the Open Offer
(including in the event that a prospective Conditional Placee fails
to take up any or all of the Firm Placing Shares which have been
allocated to it or which it has agreed to take up at the Offer
Price), then each of the Joint Bookrunners has agreed, on the terms
and subject to the conditions set out in the Placing Agreement,
severally (and not jointly or jointly and severally) to subscribe
for such New Ordinary Shares at the Offer Price in its Due
Underwriting Proportions.
Shareholders should be aware that the Open Offer is not a rights
issue. As such, Qualifying Non-CREST Shareholders should note that
their Application Forms are not negotiable documents and cannot be
traded. Qualifying CREST Shareholders should note that, although
the Open Offer Entitlements will be admitted to CREST, and be
enabled for settlement, the Open Offer Entitlements will not be
tradeable or listed and applications in respect of the Open Offer
may only be made by the Qualifying Shareholder originally entitled
or by a person entitled by virtue of a bona fide market claim. New
Ordinary Shares for which application has not been made under the
Open Offer will not be sold in the market for the benefit of those
who do not apply under the Open Offer and Qualifying Shareholders
who do not apply to take up their entitlements will have no rights,
and will not receive any benefit, under the Open Offer. Any Open
Offer Shares which are not applied for under the Open Offer will be
allocated to Conditional Placees pursuant to the Placing.
Dilution
If a Qualifying Shareholder who is not a Placee does not take up
any of their Open Offer Entitlements, such Qualifying Shareholder's
holding, as a percentage of the Enlarged Share Capital, will be
diluted by 50.2% as a result of the Capital Raising and the
Director and Senior Management Subscriptions.
If a Qualifying Shareholder who is not a Placee takes up their
Open Offer Entitlements in full, such Qualifying Shareholder's
holding, as a percentage of Enlarged Share Capital, will be diluted
by 30.3% as a result of the Firm Placing and the Director and
Senior Management Subscriptions.
Shareholders in the United States (subject to certain limited
exceptions) and the other Excluded Territories will not be able to
participate in the Open Offer and will therefore experience
dilution as a result of the Capital Raising and the Director and
Senior Management Subscriptions.
Conditionality
The Capital Raising is conditional, among other things,
upon:
-- the passing of the Resolutions at the General Meeting without material amendment;
-- Admission of the New Ordinary Shares becoming effective by
not later than 8.00 a.m. on 8 December 2023 (or such later time
and/or date as the Joint Bookrunners and the Company may agree in
advance in writing); and
-- the Placing Agreement becoming unconditional in all respects
(save for the condition relating to Admission) and not having been
rescinded or terminated in accordance with its terms prior to
Admission.
If any of the conditions are not satisfied or, if applicable,
waived, then the Capital Raising will not take place.
Application will be made for the New Ordinary Shares to be
admitted to listing on the premium segment of the Official List and
to trading on the London Stock Exchange's main market for listed
securities. It is expected that Admission will become effective and
dealings in the New Ordinary Shares fully paid will commence at
8.00 a.m. on 8 December 2023.
7. Significant Commitments And Related Party Transactions
Significant commitments
The Company has received an irrevocable undertaking from Alantra
confirming its intention to vote in favour of the Resolutions at
the General Meeting, in respect of an aggregate of 9,908,153
Existing Ordinary Shares, representing approximately 21.1% of the
Existing Ordinary Shares as at the Latest Practicable Date.
The Company has also received an irrevocable undertaking from
Aberforth confirming its intention to vote in favour of the
Resolutions at the General Meeting, in respect of an aggregate of
4,469,760 Existing Ordinary Shares, representing approximately
9.54% of the Existing Ordinary Shares as at the Latest Practicable
Date.
Related Party Transactions
Each Director is a related party of the Company for the purposes
of the Listing Rules. The subscriptions by the Directors pursuant
to the Director and Senior Management Subscriptions are exempt in
each case from the rules regarding related party transactions under
chapter 11 of the Listing Rules due to the size of each Director
and Senior Management Subscription relative to the Company's market
capitalisation. None of the Directors intend to take part in either
the Firm Placing or the Placing and Open Offer.
8. General Meeting
A notice convening a general meeting of the Company to be held
at 10:30 a.m. on 7 December 2023 at 41 Portland Place, London, W1B
1QH is set out at the end of the Prospectus, which is expected to
be published on 21 November 2023. The purpose of the General
Meeting is to seek Shareholders' approval for the Resolutions,
summarised as follows:
(A) Resolution 1 (ordinary resolution) : that pursuant to
section 551 of the Companies Act, the Directors are authorised
until the conclusion of the next annual general meeting of the
Company to: (i) allot shares up to an aggregate nominal amount of
GBP 9,465,991 , representing approximately 101.0 % of the Company's
current issued share capital as at the Latest Practicable Date,
pursuant to or in connection with the Capital Raising; and (ii)
make an offer or agreement in connection with the Capital Raising
which would or might require shares to be allotted after expiry of
this allotment authority;
(B) Resolution 2 (ordinary resolution) : that the Directors are
authorised until the conclusion of the next annual general meeting
of the Company to allot up to 47,329,954 New Ordinary Shares
pursuant to the Capital Raising at an issue price of 267 pence,
which is at a 3.3% discount to the Closing Price at 20 November
2023 and otherwise on the terms set out in the Prospectus;
(C) Resolution 3 (ordinary resolution) : that any issuance of
New Ordinary Shares to an existing Shareholder which constitutes a
related party transaction for the purposes of paragraph 11.1.7R of
the Listing Rules be approved; and
(D) Resolution 4 (special resolution ): that pre-emption rights
are disapplied up to an aggregate nominal amount of GBP 9,465,991 ,
representing approximately 101.1 % of the Company's current issued
share capital as at the Latest Practicable Date, pursuant to or in
connection with the Capital Raising, subject to such exclusions or
other arrangements as the directors of the Company may deem
necessary or expedient in relation to fractional entitlements or
legal or practical problems.
The full text of the Resolutions is set out in the Notice of
General Meeting in the Prospectus, which is expected to be
published on 21 November 2023. Voting on the Resolutions will be
conducted by way of a poll and not by a show of hands.
As at today's date, the Company holds no Ordinary Shares in
treasury.
9. Action to be taken
Full details of the terms and conditions of the Capital Raising
and the procedure for application and payment will be set out in
the Prospectus, which is expected to be published on 21 November
2023. If Shareholders are in any doubt as to the action they should
take, they are recommended to seek their own personal financial
advice immediately from their stockbroker, bank manager, solicitor,
accountant, fund manager or other independent financial adviser
authorised under FSMA if they are in the United Kingdom or, if they
are not, from another appropriately authorised independent
financial adviser.
10. Directors' intentions
Each of the Directors has committed to subscribe for New
Ordinary Shares, at the Offer Price, in connection with the Capital
Raising pursuant to the Director and Senior Manager Subscriptions,
as set out in the following table:
Name Existing Ordinary Shares beneficially held Total investment in New Ordinary Shares
(as at the Latest Practicable Date) pursuant to the Director and Senior
Management Subscriptions
(GBP)
Ian McHoul 20,000 50,000
------------------------------------------- -------------------------------------------
Stephen Bird 235,477 250,000
------------------------------------------- -------------------------------------------
Andrea Rigamonti 9,706 100,000
------------------------------------------- -------------------------------------------
Anna Vikström Persson 0 70,000
------------------------------------------- -------------------------------------------
Caroline Thomson 8,407 20,000
------------------------------------------- -------------------------------------------
Dr Erika Schraner 3,805 10,000
------------------------------------------- -------------------------------------------
Graham Oldroyd(1) 0 100,000
------------------------------------------- -------------------------------------------
Teté Soto 1,691 10,000
------------------------------------------- -------------------------------------------
Richard Tyson 2,654 10,000
------------------------------------------- -------------------------------------------
Stephen Harris 0 300,000
------------------------------------------- -------------------------------------------
(1) Graham Oldroyd will hold the New Ordinary Shares issued pursuant to the Director and Senior
Manager Subscriptions jointly with his spouse.
11. Dividends and dividend policy
Reflecting the impact of the US Writers' and Actors' Strikes and
the challenging macroeconomic conditions have had on the financial
performance of the Group and its Leverage, Videndum did not declare
a dividend at its 2023 Half Year Results.
The Board recognises the importance of dividends to the Group's
shareholders and intends to resume payment of a progressive and
sustainable dividend when it is appropriate to do so.
12. Directors' intentions and recommendation
The Board considers that the Capital Raising is in the best
interests of the Shareholders of the Company taken as a whole and
unanimously recommends that shareholders vote in favour of the
Resolutions to be proposed at the General Meeting, as the Directors
who hold Existing Ordinary Shares intend to do in respect of their
own beneficial holdings.
In addition, each of the Directors has committed to subscribe
for New Ordinary Shares, at the Offer Price, in connection with the
Capital Raising pursuant to the Director and Senior Manager
Subscriptions, as set out in paragraph 10 of this announcement.
APPIX I
DEFINITIONS
"2023 Half Year Results" means the means the announcement of the
Company's results for the six months
ended 30 June 2023 made on 26 September
2023, which includes the unaudited condensed
consolidated interim financial statements
of the Group as at and for the six months
ended 30 June 2023 and the unaudited
comparative financial information as
at and for the six months ended 30 June
2022;
"Aberforth" means Aberforth Partners LLP;
"Admission" means admission of the New Ordinary Shares
to the premium listing segment of the
Official List and to trading on the main
market for listed securities of the London
Stock Exchange;
"Alantra" means Alantra EQMC Asset Management;
"Amimon" Amimon Limited, incorporated in Israel;
"Application Form" means the personalised application form
on which Qualifying Non-CREST Shareholders
may apply for New Ordinary Shares under
the Open Offer;
"Audix" means Audix LLC, organised in the United
States and/or if the context requires,
means the "audix" trademark;
"Audix Term Loan" means the term loan entered into on 7
January 2022, as amended by an amendment
letter dated 3 August 2023, an amendment
letter dated 25 September 2023 and an
amendment letter dated 10 November 2023
between, among others, the Company (as
borrower), Citibank, N.A., London Branch,
National Westminster Bank Plc, UniCredit
Bank AG, London Branch, Wells Fargo Bank,
N.A., London Branch (each as original
lenders) and Citibank Europe plc, UK
Branch (as agent);
"Board" means the board of directors of the Company
from time to time;
"Business Day" means any day on which banks are generally
open in London for the transaction of
business other than a Saturday or Sunday
or public holiday;
"Capital Raising" means the Firm Placing and the Placing
and Open Offer;
"CCSS" means the CREST Courier and Sorting Service
established by Euroclear UK to facilitate,
amongst other things, the deposit and
withdrawal of securities has the meaning
given to it in the CREST Manual;
"certificated" or "in refers to a share or other security which
certificated form" is not in uncertificated form (that is,
not in CREST);
"Chair" means the Chair of the Company;
"Closing Price" means the closing, middle market quotation
of an Existing Ordinary Share, as derived
from Bloomberg;
"Companies Act" means the Companies Act 2006 of England
and Wales, as amended, modified or re-enacted
from time to time;
"Company" or "Videndum" Videndum plc, a public limited company
incorporated in England and Wales with
registered number 00227691;
"Conditional Placee" means any person who agrees to conditionally
subscribe for Open Offer Shares (subject
to clawback to satisfy Open Offer Entitlements
taken up by Qualifying Shareholders)
pursuant to the Placing;
"Consolidated Gross means at any time the aggregate (without
Borrowings" double counting and excluding any amount
owed to another member of the Group)
of the following:
(A) the outstanding principal amount
of any moneys borrowed by any member
of the Group and any outstanding overdraft
debit balance of any member of the Group;
(B) the outstanding principal amount
of any debenture, bond, note, loan stock
or other security of any member of the
Group; (C) the outstanding principal
amount of any acceptance under any acceptance
credit opened by a bank or other financial
institution in favour of any member of
the Group; (D) the outstanding principal
amount of all moneys owing to a member
of the Group in connection with the sale
or discounting of receivables (otherwise
than on a non-recourse basis); and (E)
the capitalised element of indebtedness
of any member of the Group in respect
of any lease or hire purchase contract
(excluding trade accounts arising in
the normal course of trading);
the outstanding principal amount of any
indebtedness of any person of a type
referred to in sub-paragraphs (A) to
(E) above which is the subject of a guarantee,
indemnity or similar assurance against
financial loss given by any member of
the Group;
"Consolidated Net Borrowings" means the aggregate amount of all Consolidated
Gross Borrowings less cash at bank and
cash equivalent investments, as determined
from the most recently published annual
or semi-annual consolidated financial
statements of the Group;
"Creative Solutions" means the division of Videndum entitled
or "Creative Solutions "Creative Solutions";
Division"
"CREST" means the system for the paperless settlement
of trades in securities and the holding
of uncertificated securities in accordance
with the CREST Regulations operated by
Euroclear UK;
"CREST Manual" means the rules governing the operation
of CREST, consisting of the CREST Reference
Manual, CREST International Manual, CREST
Central Counterparty Service Manual,
CREST Rules, Registrars Service Standards,
Settlement Discipline Rules, CREST CCSS
Operations Manual, Daily Timetable, CREST
Application Procedure and CREST Glossary
of Terms (all as defined in the CREST
Glossary of Terms promulgated by Euroclear
on 15 July 1996, as amended);
"CREST member" means a person a person who has been
admitted by Euroclear UK as a system
member of CREST;
"CREST Regulations" means the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755), as amended from
time to time;
"CREST sponsor" means a CREST participant admitted to
CREST as a CREST sponsor;
"Daily Official List" means the daily official list of the
London Stock Exchange;
"Directors" means the directors of the Company as
at the date of this document, and "Director"
means any one of them;
"Director and Senior means the subscription by each of the
Management Subscriptions" Directors and certain members of the
Senior Managers for New Ordinary Shares
at the Offer Price, in connection with
the Capital Raising pursuant to direct
subscription agreements with the Company
(conditional upon Admission);
"Disclosure Guidance means the disclosure guidance and transparency
and Transparency Rules" rules made under Part VI of FSMA (as
set out in the FCA Handbook), as amended;
"Division" means any or a combination of the following:
Creative Solutions Division, Media Solutions
Division and Production Solutions Divisions;
"Due Underwriting Proportions" means in the case of Jefferies, 50%,
and in the case of Investec, 50%;
"EBITDA" means, for any period, the earnings before
interest, taxes, depreciation, and amortisation
of the Group (including the 12 month
pro forma effect of any acquisitions
or disposals made in the period in the
case of acquisitions, applying the same
accounting principles as if the acquired
company was already part of the Group),
after adding back all depreciation;
"EEA" means the European Economic Area first
established by the agreement signed at
Oporto on 2 May 1992;
"Enlarged Share Capital" means the expected issued ordinary share
capital of the Company immediately following
the issue of the New Ordinary Shares;
"Equity" means the total of the share capital,
share premium, translation reserve, capital
redemption reserve, cash flow hedging
reserve and retained earnings of the
Group;
"EU" or "European Union" means the European Union first established
by the treaty made at Maastricht on 7
February 1992;
"Euroclear UK" means Euroclear UK & International Limited,
the operator of CREST;
"Excluded Territories" means Australia, Canada, Switzerland,
South Korea, Israel, Singapore, South
Africa, Japan and the United States (subject
to certain limited exceptions), and any
other jurisdiction where the extension
or availability of the Capital Raising
(and any other transaction contemplated
thereby) would breach any applicable
law or regulation and "Excluded Territory"
means any one of them;
"Existing Ordinary means, the existing Ordinary Shares in
Shares" issue immediately preceding the Capital
Raising;
"Existing Senior Financial means the Group's current senior financial
Indebtedness" indebtedness, which comprises of: (i)
a GBP200 million Revolving Credit Facility,
of which GBP156 million was drawn as
at 30 June 2023; (ii) a US$53 million
Savage Term Loan, of which GBP22.9 million
was outstanding as at 30 June 2023; and
(iii) a US$47 million Audix Term Loan
;
"Ex-Entitlements Date" means the date on which the New Ordinary
Shares are expected to commence trading
ex-entitlements, being 8.00 a.m. on 21
November 2023;
"FCA" means the Financial Conduct Authority;
"FCA Handbook" means the FCA's Handbook of Rules and
Guidance, as amended from time to time;
"Financial Debt Covenants" means the financial debt covenants contained
within the Group's Existing Senior Financial
Indebtedness;
"Firm Placee" means any person that has conditionally
agreed to subscribe for Firm Placing
Shares;
"Firm Placing" means the conditional placing of the
Firm Placing Shares on the terms and
subject to the conditions contained in
the Placing Agreement;
"Firm Placing Shares" means the 28,122,472 New Ordinary Shares
which are to be issued by the Company
pursuant to the Firm Placing;
"Form of Proxy" means the form of proxy for use at the
General Meeting which accompanies this
document;
"FSMA" means the Financial Services and Markets
Act 2000 of England and Wales, as amended
from time to time;
"General Meeting" means the general meeting of the Company
to be convened to be held at 41 Portland
Place, London, W1B 1QH at 10.30 a.m.
(London time) on 7 December;
"Group" means the Company and each of its direct
and indirect subsidiaries from time to
time (where "subsidiary" shall have the
meaning ascribed to it in the Companies
Act);
"ICC" independent content creators;
"Joint Bookrunners" means Jefferies International Limited
and Investec Bank plc;
"Joint Global Co-ordinators" means Jefferies International Limited
and Investec Bank plc;
"Latest Practicable means 17 November 2023, being the latest
Date" practicable date prior to publication
of this Announcement;
"Leverage" means Consolidated Net Borrowings to
EBITDA according to the terms of the
Group's lending covenants ;
"Lightstream" means the entire issued share capital
of Infiniscene Inc.;
"London Stock Exchange" means London Stock Exchange Group plc
or its successor(s);
"MAR" means Regulation (EU) No 596/2014 of
the European Parliament and of the Council
of 16 April 2014 on market abuse, in
the form retained in the English law
and as amended from time to time;
"Media Solutions" or means the division of Videndum entitled
"Media Solutions Division" "Media Solutions";
"Net Debt" means the net debt of the Group comprising
of: (i) cash and cash equivalents (cash
on hand and demand deposits at banks);
(ii) bank overdrafts that are payable
on demand; (iii) interest-bearing loans
and borrowings; and (iv) lease liabilities;
"New Ordinary Shares" means the Ordinary Shares to be issued
by the Company pursuant to the Capital
Raising and the Director and Senior Management
Subscriptions;
"Notice" means the notice of the General Meeting
contained in the Prospectus;
"Offer Price" means 267 pence per New Ordinary Share;
"Official List" means the official list maintained by
the FCA pursuant to FSMA;
"Open Offer" means the conditional invitation to Qualifying
Shareholders to apply to subscribe for
the Open Offer Shares at the Offer Price
on the terms and subject to the conditions
set out in this document and, in the
case of Qualifying Non-CREST Shareholders
only, the Application Form;
"Open Offer Entitlements" means entitlements to subscribe for Open
Offer Shares allocated to a Qualifying
Shareholder pursuant to the Open Offer;
"Open Offer Shares" means 18,748,315 New Ordinary Shares
which are to be issued by the Company
pursuant to the Open Offer;
"Ordinary Shares" means the ordinary shares of 20 pence
each in the share capital of the Company;
"Placee" means a Conditional Placee or a Firm
Placee;
"Placing" means the conditional placing of the
Open Offer Shares, subject to clawback
pursuant to the Open Offer, on the terms
and subject to the conditions contained
in the Placing Agreement;
"Placing Agreement" means the agreement entered into by the
Company and the Joint Bookrunners, pursuant
to which the Company has appointed Jefferies
and Investec as Joint Global Co-ordinators
and Joint Bookrunners in connection with
the Capital Raising, and Rothschild &
Co as Sponsor in connection with Admission;
"Placing Shares" means the Open Offer Shares proposed
to be issued by the Company pursuant
to the Placing (to the extent that such
shares have not been validly taken up
pursuant to the Open Offer);
"Production Solutions" means the division of Videndum entitled
or "Production Solutions "Production Solutions";
Division"
"Prospectus Regulation means the Prospectus Regulation Rules
Rules" of the FCA made under section 73A of
FSMA;
"Qualifying CREST Shareholders" means Qualifying Shareholders holding
Ordinary Shares in uncertificated form;
"Qualifying Non-CREST means Qualifying Shareholders holding
Shareholders" Ordinary Shares in certificated form;
"Qualifying Shareholders" means holders of Existing Ordinary Shares
on the register of members of the Company
at the Record Date;
"R&D" means research and development;
"Record Date" means 6.00 p.m. (London time) on 17 November
2023 which is the date on which a Shareholder
must hold Ordinary Shares to be a Qualifying
Shareholder;
"Regulation S" means Regulation S under the US Securities
Act;
"Related Party Transaction" has the meaning ascribed to it in paragraph
9 of IAS 24, being the standard adopted
according to Regulation (EC) No. 1606/2002;
"Resolutions" means each of the resolutions to be proposed
at the General Meeting;
"Revolving Credit Facility" means a multi-currency GBP200,000,000
Revolving Credit Facility originally
dated 5 July 2016 as amended and restated
on 12 November 2021 and as amended by
an amendment letter dated 3 August 2023,
an amendment letter dated 25 September
2023 and an amendment letter dated 10
November 2023;
"Risk Factors" means risk factors relating to the investment
in the New Ordinary Shares pursuant to
the Capital Raising, including: (i) risks
relating to the Group's business; (ii)
risks relating to the Group's industry;
(iii) risks relating to regulation and
legislation and (iv) risks relating to
the Capital Raising and the shares;
"Rule 144A" means Rule 144A under the US Securities
Act;
"Rycote" means the "rycote" trademark;
"SAG-AFTRA" means the Screen Actors Guild-American
Federation of Television and Radio Artists
which went on strike in July 2023;
" SAG-AFTRA Member means the ratification by SAG-AFTRA members
Ratification " at a vote to be held on 5 December 2023
to confirm the new contract reached with
AMPTP for its members;
"Savage" means the entire issued share capital
of Savage Universal Corp. and Superior
Paper Specialties, LLC;
"Savage Term Loan" means the term loan entered into on 15
November 2021, as amended by an amendment
letter dated 3 August 2023, an amendment
letter dated 25 September 2023 and an
amendment letter dated 10 November 2023
between, among others, the Company (as
borrower), Citibank, N.A., London Branch,
National Westminster Bank Plc, UniCredit
Bank AG, London Branch, Wells Fargo Bank,
N.A., London Branch (each as original
lenders) and Citibank Europe plc, UK
Branch (as agent);
"Senior Managers" means the Senior Managers of the Group,
including Marco Pezzana (Group Chief
Operating Officer & Divisional CEO, Media
Solutions), Nicola Dal Toso (Divisional
CEO, Production Solutions), Marco Vidali
(Divisional CEO, Creative Solutions),
Jon Bolton (Group Company Secretary and
HR Director), Jennifer Shaw (Group Communications
Director) and Fred Fellmeth (Group General
Counsel);
"Shareholders" means the holder(s) of Ordinary Shares
from time to time and "Shareholder" means
any one of them;
"Sponsor" means N.M. Rothschild & Sons Limited;
"stock account" means an account within a member account
in CREST to which a holding of a particular
share or other security in CREST is credited;
"Tax" means any tax, levy, impost, duty or
other charge or withholding of a similar
nature (including any penalty or interest
payable in connection with any failure
to pay or any delay in paying any of
the same);
"Test Date" means:
(A) each date in each year which is the
Company's accounting reference date and
the date falling six months thereafter,
being, as at the date of this Prospectus,
31 December and 30 June; and (B) 31 March
2024 and 30 September 2024;
"uncertificated" or refers to a share or other security recorded
"in uncertificated on the relevant register of the share
form" or security concerned as being held in
uncertificated form in CREST and title
to which, by virtue of the CREST Regulations,
may be transferred by means of CREST;
"United Kingdom" or means the United Kingdom of Great Britain
"UK" and Northern Ireland;
"United States" or means the United States of America, its
"US" territories and possessions, any state
of the United States and the District
of Columbia;
"US Securities Act" means the US Securities Act of 1933,
as amended;
" US Writers' and Actors' means the strike entered into by the
Strikes " WGA and SAG-AFTRA in May and July 2023
respectively;
"VAT" means: (A) any value added tax imposed
by Value Added Tax Act 1994 and legislation
and regulations supplemental thereto;
(B) to the extent not included in paragraph
(A) above, any Tax imposed in compliance
with the council directive of 28 November
2006 on the common system of value added
tax (EC Directive 2006/112); and (C)
any other Tax of a similar nature to
the Taxes referred to in paragraph (A)
or paragraph (B) above, whether imposed
in the UK or a member state of the EU
in substitution for, or levied in addition
to, the Taxes referred to in paragraph
(A) or paragraph (B) above or imposed
elsewhere;
"Wooden Camera" means Wooden Camera, Inc, organised in
the United States and/or if the context
requires, means the "wooden camera" trademark;
and
"Writers Guild of America" means the Writers Guild of America which
or "WGA" went on strike in May 2023.
APPIX II
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE FIRM PLACING AND PLACING
FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE FIRM
PLACING (THE "FIRM PLACING") OF NEW ORDINARY SHARES IN VIDUM PLC
(THE "COMPANY") OR THE PLACING OF NEW ORDINARY SHARES IN THE
COMPANY SUBJECT TO CLAWBACK (THE "CONDITIONAL PLACING" AND TOGETHER
WITH THE FIRM PLACING, THE "PLACINGS") IN RESPECT OF VALID
APPLICATIONS BY QUALIFYING SHAREHOLDERS PURSUANT TO THE OPEN OFFER
(THE "OPEN OFFER", AND TOGETHER WITH THE PLACINGS, THE "CAPITAL
RAISING"). THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR
INFORMATION PURPOSES ONLY AND ARE ONLY DIRECTED AT, AND BEING
DISTRIBUTED TO: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC
AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); (B) IF IN THE
UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION AS IT FORMS
PART OF RETAINED EU LAW AS DEFINED IN THE EU (WITHDRAWAL) ACT 2018
(THE "UK PROSPECTUS REGULATION") AND FALL WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER") OR ARE PERSONS FALLING WITHIN ARTICLE 49(2) OF
THE ORDER AND WHO ARE QUALIFIED INVESTORS; OR (C) ANY OTHER PERSONS
TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED; AND, IN EACH
CASE, HAVE BEEN INVITED TO PARTICIPATE IN THE FIRM PLACING AND/OR
THE CONDITIONAL PLACING BY THE JOINT BOOKRUNNERS (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. ANY PERSON WHO
HAS RECEIVED OR IS DISTRIBUTING THESE TERMS AND CONDITIONS MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR
INVSTMENT ACTIVITY TO WHICH THESE TERMS AND CONDITIONS RELATE IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THESE TERMS AND CONDITIONS DO NOT THEMSELVES
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED
(THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES AND THE SECURITIES MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY IN,
INTO OR WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES. THERE HAS NOT BEEN AND WILL NOT BE A PUBLIC
OFFERING OF THE SECURITIES IN THE UNITED STATES.
EACH PLACEE (AS SUCH TERM IS DEFINED BELOW) SHOULD CONSULT WITH
ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF
AN ACQUISITION OF PLACING SHARES (AS SUCH TERM IS DEFINED
BELOW).
Unless otherwise defined in these terms and conditions,
capitalised terms used in these terms and conditions shall have the
meaning given to them in this announcement or in the preliminary
circular and prospectus dated 14 November 2023 prepared by, and
relating to, the Company (the "Preliminary Prospectus") in
connection with the offer of New Ordinary Shares to be issued by
the Company in connection with the Capital Raising. The Preliminary
Prospectus has not been approved by the Financial Conduct Authority
(the "FCA") under section 87A of the Financial Services and Markets
Act 2000 (as amended) ("FSMA") or otherwise.
In connection with the Capital Raising and Admission, the final
approved combined circular and prospectus (the "Prospectus")
prepared by, and relating to, the Company is expected to be dated
on or around 21 November 2023. The Prospectus will, subject to
approval by the FCA, be published on the Company's website and made
available to you and will be despatched by the Company to its
Shareholders (other than those who have elected or have deemed to
have elected to receive soft copy, e-mail notifications or postal
notifications of the publication of documents). The Prospectus is
not expected to be approved and published prior to Placees entering
into a legally binding commitment in respect of the Firm Placing or
Conditional Placing with the Joint Bookrunners, as agents of and on
behalf of the Company. As such, any commitments made under the Firm
Placing and/or the Conditional Placing will be on the basis of the
Preliminary Prospectus and this announcement and the terms and
conditions in this Appendix.
The Firm Placing will consist of an offer of New Ordinary Shares
(the "Firm Placing Shares") by way of a placing with institutional
investors. The Conditional Placing will consist of an offer of New
Ordinary Shares by way of a placing with institutional investors
subject to clawback by Qualifying Shareholders pursuant to the Open
Offer (the "Conditional Placing Shares" and together with the Firm
Placing Shares, the "Placing Shares"). If a person indicates to the
Joint Bookrunners that it wishes to participate in the Firm Placing
and/or Conditional Placing by making an oral or written offer to
acquire Firm Placing Shares pursuant to the terms of the Firm
Placing and/or Conditional Placing Shares pursuant to the terms of
the Conditional Placing (each such person, a "Placee"), such person
will be deemed: (i) to have read and understood in their entirety
these terms and conditions in this Appendix and the announcement of
which it forms part and the Preliminary Prospectus; (ii) to be
participating and making such offer on the terms and conditions
contained in this Appendix; and (iii) to be providing the
representations, warranties, indemnities, agreements, undertakings,
acknowledgements and confirmations contained in these terms and
conditions in this Appendix.
In particular, each Placee represents, warrants and acknowledges
that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage and dispose of any of the Placing Shares that are
allocated to it for the purposes of its business only;
2. in the case of any Placing Shares subscribed for by it as a
financial intermediary as that term is used in Article 5(1) of the
EU Prospectus Regulation or the UK Prospectus Regulation (as
applicable), if in a member state of the EEA or the UK, that: (i)
the Placing Shares acquired by and/or subscribed for by it in the
Placings will not be acquired and/or subscribed for on a
nondiscretionary basis on behalf of, nor will they be acquired or
subscribed for with a view to their offer or resale to, persons in
a member state of the EEA or the UK (as applicable) other than
Qualified Investors (as such term is defined in either the EU
Prospectus Regulation or the UK Prospectus Regulation (as
applicable)), or in circumstances which may give rise to an offer
of securities to the public other than an offer or resale, in a
member state of the EEA which has implemented the EU Prospectus
Regulation or the UK, to Qualified Investors, or in circumstances
in which the prior consent of the Joint Bookrunners has been given
to each such proposed offer or resale; or (ii) where the Placing
Shares have been acquired or subscribed for by it on behalf of
persons in any member state of the EEA or the UK other than
Qualified Investors, the offer of those Placing Shares to it is not
treated under the EU Prospectus Regulation or the UK Prospectus
Regulation (as applicable) as having been made to such persons;
3. it is and, at the time the Placing Shares are acquired, will
be either: (i) not located in the United States (within the meaning
of Regulation S under the Securities Act ("Regulation S"));
acquiring the Placing Shares in an offshore transaction in
accordance with Regulation S; not a resident of any Excluded
Territories (as defined below) or a corporation, partnership or
other entity organised under the laws of any Excluded Territories;
and subscribing for the Placing Shares for its own account (or for
the account of affiliates or funds managed by it or its affiliates
with respect to which it either has investment discretion or which
are located outside the United States); or (ii) a QIB, as that term
is defined in Rule 144A, which is (a) aware, and each potential
beneficial owner of the Placing Shares has been advised, that the
sale to it of the Placing Shares is being made in accordance with
Rule 144A or another available exemption from, or in a transaction
not subject to, registration under the Securities Act, and (b)
either acquiring the Placing Shares for its own account, or any
account for which it is acquiring the Placing Shares is a QIB. If
the Placee is participating in the Placings as or on behalf of a
QIB, it agrees to furnish to the Joint Bookrunners and the Company
a signed U.S. investor letter in the form provided by the Joint
Bookrunners and the Company. These terms and conditions do not
constitute, subject to certain exceptions, an offer to sell or
issue or the invitation or solicitation of an offer to buy or
acquire the Placing Shares in, or to residents of, any jurisdiction
including, without limitation, Australia, Canada, Switzerland,
South Korea, Israel, South Africa, Japan, Singapore and the United
States or any other jurisdiction where the extension or
availability of the Placings would breach any applicable laws or
regulations (each an "Excluded Territory", and "Excluded
Territories" shall mean any of them);
4. it understands (or, if acting for the account of another
person, such person understands) the resale and transfer
restrictions set out in this Appendix;
5. the Company and the Joint Bookrunners will rely upon the
truth and accuracy of the foregoing representations, warranties and
acknowledgements; and
6. these terms and conditions and the information contained
herein are not for release, publication or distribution, directly
or indirectly, in whole or in part, to persons in, or who are
residents of, the United States, or subject to certain exceptions
any other Excluded Territory.
In particular, the Placing Shares referred to in these terms and
conditions have not been and will not be registered under the
Securities Act or the securities laws of any state or other
jurisdiction of the United States and the Placing Shares may not be
offered, sold, transferred or delivered, directly or indirectly in,
into or within the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any
applicable laws of any state or other jurisdiction of the United
States. Accordingly, the Placing Shares are being offered and sold
outside the United States in accordance with Regulation S. There
has not been and will not be a public offering of the Placing
Shares in the United States. The Placing Shares have not been
approved or disapproved by the U.S. Securities and Exchange
Commission, or any state securities commission in the United
States, or any other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placings or the accuracy or adequacy of these terms
and conditions. Any representation to the contrary is a criminal
offence in the United States.
The distribution of these terms and conditions and the offer
and/or placing of the Placing Shares in certain other jurisdictions
may be restricted by law. No action has been or will be taken by
any of the Joint Bookrunners or the Company that would, or is
intended to, permit an offer of the Placing Shares or possession or
distribution of these terms and conditions or any other offering or
publicity material relating to the Placing Shares in any
jurisdiction where any such action for that purpose is required,
save as mentioned above. Persons into whose possession these terms
and conditions come are required by the Joint Bookrunners and the
Company to inform themselves about and to observe any such
restrictions.
Each Placee's commitments will be made solely on the basis of
the information set out in the terms and conditions in this
Appendix, this announcement and the Preliminary Prospectus. Each
Placee, by participating in the Placings, acknowledges and agrees
that it has not relied on any other information, representation,
warranty or statement made by or on behalf of any of the Joint
Bookrunners or the Company or any of their respective affiliates
and none of the Joint Bookrunners, the Company or any person acting
on such person's behalf or any of their respective affiliates has
or shall have liability for any Placee's decision to accept the
invitation to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
accepting the invitation to participate in the Placings.
No undertaking, representation, warranty or any other assurance,
express or implied, is made or given by or on behalf of any Joint
Bookrunner or any of its affiliates, their respective directors,
officers, employees, agents, advisers, or any other person, as to
the accuracy, completeness, correctness or fairness of the
information or opinions contained in the Preliminary Prospectus
and/or the Prospectus (when published), this announcement or for
any other statement made or purported to be made by any of them, or
on behalf of them, in connection with the Company, the Capital
Raising or Admission and no such person shall have any
responsibility or liability for any such information or opinions or
for any errors or omissions. Accordingly, save to the extent
permitted by law, no liability whatsoever is accepted by any of the
Joint Bookrunners or any of their respective directors, officers,
employees or affiliates or any other person for any loss howsoever
arising, directly or indirectly, from any use of this announcement
or such information or opinions contained herein or otherwise
arising in connection with the Preliminary Prospectus and/or the
Prospectus (when published).
These terms and conditions do not constitute or form part of,
and should not be construed as, any offer or invitation to sell or
issue, or any solicitation of any offer to purchase or subscribe
for, any Placing Shares or any other securities or an inducement or
recommendation to enter into investment activity, nor shall these
terms and conditions (or any part of them), nor the fact of their
distribution, form the basis of, or be relied on in connection
with, any investment activity. No statement in this announcement is
intended to be nor may be construed as a profit forecast and nor
should any such statement be interpreted to mean that the Company's
profits or earnings per share for any future period will
necessarily match or exceed historical published profits or
earnings per share of the Company.
Proposed Firm Placing of Firm Placing Shares and Conditional
Placing of Conditional Placing Shares subject to clawback in
respect of valid applications by Qualifying Shareholders pursuant
to the Open Offer
Placees are referred to these terms and conditions in this
Appendix, this announcement and the Preliminary Prospectus
containing details of, inter alia, the Capital Raising. These terms
and conditions in this Appendix, this announcement, the Preliminary
Prospectus and the Prospectus have been prepared and issued, or
will be issued, by the Company, and each of these documents is and
will be the sole responsibility of the Company.
The Joint Bookrunners have agreed, pursuant to the Placing
Agreement, to use reasonable endeavors to procure subscribers for
the Firm Placing Shares and Conditional Placing Shares, as agent
for the Company, at the Offer Price. Placees for Conditional
Placing Shares in the Conditional Placing are subject to clawback
to satisfy valid application by Qualifying Shareholders under the
Open Offer. The Firm Placing Shares are not subject to clawback and
do not form part of the Placing and Open Offer. The Firm Placing
and Placing and Open Offer have been fully underwritten by the
Joint Bookrunners on, and subject to, the terms and conditions of
the Placing Agreement.
To the extent that any Placee fails to take up any or all of the
Placing Shares which have been allocated to it or which it has
agreed to take up at the Offer Price, the Joint Bookrunners have
severally agreed, on the terms and subject to the conditions in the
Placing Agreement, to each take up such Placing Shares at the Offer
Price.
To the extent that Placees cannot be found for the Placing
Shares which are not applied for by Qualifying Shareholders under
the Open Offer, the Joint Bookrunners have severally agreed, on the
terms and subject to the conditions in the Placing Agreement, to
take up such Placing Shares at the Offer Price.
Application for listing and admission to trading
Applications will be made to the FCA for admission of the New
Ordinary Shares to listing on the premium listing segment of the
Official List of the FCA and to the London Stock Exchange for
admission of the New Ordinary Shares to trading on its main market
for listed securities.
Application will also be made to Euroclear UK &
International Limited for the entitlements to the Open Offer Shares
(the "Open Offer Entitlements") to be admitted as separate
participating securities within CREST.
The New Ordinary Shares issued under the Firm Placing,
Conditional Placing and Open Offer, when issued and fully paid,
will be identical to, and rank pari passu in all respects with, the
Existing Ordinary Shares including the right to receive all
dividends and other distributions declared, made or paid on the
Existing Ordinary Shares by reference to a record date on or after
Admission.
Subject to the conditions below being satisfied, it is expected
that Admission will become effective on 8 December 2023 and that
dealings for normal settlement in the Open Offer Shares will
commence at 8.00 a.m. on the same day.
The Firm Placing, Conditional Placing and Open Offer are
conditional, inter alia, upon:
(i) the Prospectus being approved by the FCA on or before 4.00
p.m. on 21 November 2023 and being made available to the public by
no later than 6.00 p.m. on that day (or, in each case, such later
time and/or date as the Joint Bookrunners may, acting jointly and
in good faith, agree with the Company);
(ii) the Resolutions being passed by Shareholders at the General Meeting;
(iii) Admission becoming effective by not later than 8.00 a.m.
on 8 December 2023 (or such later time or date as the Company and
the Joint Bookrunners (acting jointly and in good faith) may agree
in writing); and
(iv) the Placing Agreement having become unconditional in all
respects and not having been terminated by the Joint Bookrunners in
accordance with its terms prior to Admission.
The full terms and conditions of the Open Offer will be
contained in the Prospectus to be issued by the Company in
connection with the Capital Raising and Admission. The Prospectus
to be issued by the Company is expected to be approved by the FCA
under section 87A of the FSMA and made available to the public in
accordance with Rule 3.2 of the Prospectus Regulation Rules made
under Part VI of the FSMA.
Bookbuild of the Placings
The Joint Bookrunners will be conducting an accelerated
bookbuild process commencing immediately following this
announcement (the "Bookbuild") in order to determine demand for
participation in the Placings. The Joint Bookrunners, as agents for
the Company, will seek to procure Placees as part of this
Bookbuild. These terms and conditions give details of the terms and
conditions of, and the mechanics of participation in, the
Placings.
Principal terms of the Bookbuild
a) By participating in the Placings, Placees will be deemed: (i)
to have read and understood the terms and conditions in this
Appendix, this announcement and the Preliminary Prospectus; (ii) to
be participating and making an offer for any Placing Shares on
these terms and conditions; and (iii) to be providing the
representations, warranties, indemnities, agreements, undertakings,
acknowledgements and confirmations contained in these terms and
conditions.
b) The Joint Bookrunners are arranging the Placings severally,
and not jointly, or jointly and severally, as agents of the
Company.
c) Participation in the Placings will only be available to
persons who are Relevant Persons and who may lawfully be, and are,
invited to participate by any of the Joint Bookrunners. The Joint
Bookrunners and their respective affiliates are entitled to enter
bids for Placing Shares as principal in the Bookbuild.
d) To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at any
Joint Bookrunners. Each bid should state the aggregate number of
Firm Placing Shares and Conditional Placing Shares which the Placee
wishes to acquire at the Offer Price.
e) The Offer Price will be payable to the Joint Bookrunners (on
behalf of the Company) by the Placees in respect of the Placing
Shares allocated to them. Bids may be scaled down by the Joint
Bookrunners on the basis referred to in paragraph (h) below.
f) The Bookbuild is expected to close on or around 8.00 p.m. on
20 November 2023, subject to acceleration, but may close earlier or
later, at the discretion of the Joint Bookrunners and the Company.
The timing of the closing of the books and allocations will be
agreed between the Joint Bookrunners and the Company following
completion of the Bookbuild. The Joint Bookrunners may, in
agreement with the Company, accept offers to subscribe for Placing
Shares that are received after the Bookbuild has closed.
g) An offer to subscribe for Placing Shares in the Bookbuild
will be made on the basis of these terms and conditions in this
Appendix (which shall be deemed to be incorporated in such offer),
this announcement and the Preliminary Prospectus and will be
legally binding on the Placee by which, or on behalf of which, it
is made and will not be capable of variation or revocation.
h) Subject to paragraph (g) above, the Joint Bookrunners reserve
the right not to accept bids or to accept bids, either in whole or
in part, on the basis of allocations determined at the Joint
Bookrunners' discretion and may scale down any bids as the Joint
Bookrunners may determine, subject to consultation with the
Company. The acceptance of bids shall be at the Joint Bookrunners'
absolute discretion, subject to consultation with the Company.
i) If successful, each Placee's allocation will be confirmed to
it by the Joint Bookrunners following the close of the Bookbuild.
Oral or written confirmation (at the Joint Bookrunners' discretion)
from the Joint Bookrunners to such Placee confirming its allocation
will constitute a legally binding commitment upon such Placee, in
favour of the Joint Bookrunners and the Company to acquire the
number of Placing Shares allocated to it (and in the respective
numbers of Firm Placing Shares and Conditional Placing Shares
(subject to clawback) so allocated) on the terms and conditions set
out herein (which shall be deemed to be incorporated in such
legally binding commitment). Each Placee will have an immediate,
separate, irrevocable and binding obligation, owed to the Joint
Bookrunners, to pay to the Joint Bookrunners (or as the Joint
Bookrunners may direct) as agent for the Company in cleared funds
an amount equal to the product of the Offer Price and the number of
Firm Placing Shares and, once apportioned after clawback (in
accordance with the procedure described in the paragraph entitled
"Placing Procedure" below), the Conditional Placing Shares, which
such Placee has agreed to acquire.
j) Each Placee's allocation and commitment together with
settlement arrangements will be confirmed by an electronic contract
note and/or electronic trade confirmation issued to such Placee by
one of the Joint Bookrunners in due course. The contract note or
trade confirmation will include the payment and settlement
procedures to be followed by Placees in connection with their
acquisition of the Placing Shares.
k) The Company will make a further announcement following the
close of the Bookbuild detailing the number of Placing Shares to be
issued (the "Placing Results Announcement"). It is expected that
such Placing Results Announcement will be made as soon as
practicable after the close of the Bookbuild and in any event by no
later than 8.00 a.m. on 21 November 2023.
l) Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placings is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placings will be
required to be made at the same time on the basis explained below
under the paragraph "Registration and Settlement".
m) By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Firm Placing and/or
Conditional Placing will terminate only in the circumstances
described below and will not be capable of rescission or
termination by the Placee. All obligations under the Placings will
be subject to the fulfilment of the conditions referred to below
under the paragraph "Conditions of the Placings and Termination of
the Placing Agreement".
n) To the fullest extent permissible by law, no Joint Bookrunner
nor any of its affiliates nor any of its or their respective
affiliates' agents, directors, officers or employees, respectively,
shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
no Joint Bookrunner nor any of its affiliates nor any of its or
their respective affiliates' agents, directors, officers or
employees, respectively, shall have any liability (including, to
the extent permissible by law, any fiduciary duties), to any Placee
(or to any person whether acting on behalf of a Placee or
otherwise) in respect of the Joint Bookrunners' conduct of the
Bookbuild or of such alternative method of effecting the Placings
as the Joint Bookrunners and the Company may agree.
Conditions of the Placings and Termination of the Placing
Agreement
Placees will only be called on to subscribe for Placing Shares
if the obligations of the Joint Bookrunners under the Placing
Agreement have become unconditional in all respects and the Joint
Bookrunners have not terminated the Placing Agreement prior to
Admission.
The Joint Bookrunners' obligations under the Placing Agreement
in respect of the Firm Placing, Conditional Placing and Open Offer
are conditional upon, inter alia:
a) the Prospectus being approved pursuant to the Prospectus
Regulation Rules and FSMA by the FCA not later than 4.00 p.m. on 21
November 2023 and being made available to the public in accordance
with the UK Prospectus Regulation Rules by no later than 6.00 p.m.
that day (or such later time and/or date as the Company and the
Joint Bookrunners may agree);
b) Admission occurring not later than 8.00 a.m. on 8 December
2023 or such later time and/or date as the Company and the Joint
Bookrunners (acting jointly) may agree in writing, not being later
than 22 December 2023;
c) the passing of the Resolutions (without any amendment which,
in the opinion of the Joint Bookrunners (acting jointly) is
material) at the General Meeting by no later than 7 December 2023
(or at any adjournment of such meeting);
d) the representations and warranties given by the Company to
the Joint Bookrunners in the Placing Agreement (disregarding any
materiality qualifiers set out therein), being true and accurate as
of the date of the Placing Agreement, the date of the Prospectus,
the date of any supplementary prospectus published prior to
Admission and immediately before Admission, in each case as though
they had been given by reference to the facts and circumstances
subsisting therein, save to the extent, that, in the good faith
opinion of the Joint Bookrunners (acting jointly), the relevant
matter is not material; and
e) compliance by the Company with all of its obligations and
undertakings under the Placing Agreement or under the terms and
conditions of the Capital Raising which fall to be performed or
complied with on or prior to Admission, save to the extent that, in
the good faith opinion of the Joint Bookrunners (acting jointly)
such non-compliance is not material;
f) the Irrevocable Undertakings remaining in full force and
effect and not having been terminated or modified or amended in any
material respect;
g) there not having occurred, in the good faith opinion of the
Joint Bookrunners (acting jointly), any Material Adverse Change (as
that term is defined in the Placing Agreement) at any time between
the date of the Placing Agreement and prior to Admission (whether
or not foreseeable at the date of the Placing Agreement);
h) the posting of the Application Forms and the sending of a
CREST instruction to credit the CREST accounts of Qualifying
Shareholders as contemplated in the Prospectus and in accordance
with the Placing Agreement;
i) no matter referred to in paragraph 3.4.1 of the UK Prospectus
Regulation Rules or Article 23(1) of the UK Prospectus Regulation
arising between the publication of the Prospectus and Admission
which the Joint Bookrunners (acting jointly) consider in good faith
to be material;
j) any Supplementary Prospectus required prior to Admission
pursuant to Article 23 of the UK Prospectus Regulation having been
approved by the FCA and having been published prior to Admission in
accordance with Article 21 of the UK Prospectus Regulation;
k) no event requiring the publication of a Supplementary
Prospectus referred to in paragraph 3.4.1 of the Prospectus
Regulation Rules or Article 23 of the UK Prospectus Regulation
arising between the time of publication of the Prospectus and
Admission and no supplementary prospectus being published by or on
behalf of the Company before Admission; and
l) the Company having applied to Euroclear for admission of the Open Offer Entitlements as participating securities within CREST and no notification having been received from Euroclear on or prior to Admission that such admission has been or is to be refused and Euroclear approving the entry into CREST of the Open Offer Entitlements,
(all such conditions included in the Placing Agreement being,
together, the "Conditions").
The Placing Agreement can be terminated at any time before
Admission by the Joint Bookrunners by giving notice to the Company
in certain circumstances, including (but not limited to) where:
a) any statement contained in any offer document (or any
amendment or supplement thereto) is or has become untrue inaccurate
in any material respect or omits to state a material fact necessary
in order to make such statement, in light of the circumstances
under which it was made, not misleading, or any matter has arisen
which would, if the offer documents were to be issued at that time
constitute a material omission therefrom (or an amendment or
supplement to any of them) which, in the opinion of the Joint
Bookrunners (acting jointly), is material;
b) there has been a breach by the Company of any of its
obligations under the Placing Agreement except to the extent as
would not be, in the opinion of the Joint Bookrunners (acting
jointly and in good faith), materially adverse in the context of
the Capital Raising and/or the underwriting of the New Ordinary
Shares and/or Admission;
c) the Irrevocable Undertakings have been terminated or modified
or amended in any material respect;
d) there has been a breach by the Company of any of the
warranties, representations or undertakings given by it pursuant to
the Placing Agreement, or an event occurs which, if those
warranties, representations or undertakings were repeated
immediately after that event, would make any of those warranties
representations or undertakings untrue (disregarding any
materiality qualifiers set out therein), in each case to an extent
which the Joint Bookrunners (acting in good faith) determine to be
material;
e) there has been, in the good faith opinion of the Joint
Bookrunners (acting jointly), a Material Adverse Change (as defined
in the Placing Agreement), whether or not foreseeable at the date
of the Placing Agreement;
f) there has occurred:
a. (i) any adverse change in the financial markets in the United
States, the United Kingdom or in any member of the European
Economic Area or the international financial markets; (ii) any
outbreak or escalation of hostilities, war, act of terrorism,
declaration of emergency or martial law or other calamity or crisis
or event; (iii) any change or development involving a prospective
change in national or international political, financial, economic,
monetary or market conditions or currency exchange rates or
controls;
b. any suspension of, material limitation to, trading in any
securities of the Company by the London Stock Exchange or the
suspension or material limitation to trading generally on the New
York Stock Exchange, the NASDAQ National Market or the London Stock
Exchange, or minimum or maximum prices for trading having been
fixed, or maximum ranges for prices of securities having been
required, by any of said exchanges or by order of any governmental
authority, or a material disruption in commercial banking or
securities settlement or clearance services in the United States,
the United Kingdom or in any member of the European Economic
Area;
c. any change in the United Kingdom taxation laws materially
adversely affecting the Group, the Placing Shares or the issue
thereof; or
d. any declaration of a banking moratorium by the United States,
the United Kingdom or any member of the European Economic Area,
which would, in the good faith opinion of the Joint Bookrunners
(acting jointly), impractical or inadvisable to proceed with the
Capital Raising or the underwriting of the Placing Shares, or
g) the application for Admission is refused by the FCA and/or
the London Stock Exchange, or is withdrawn by the Company.
If any Condition has not been satisfied or has become incapable
of being satisfied by the required time and date (and is not waived
by the Joint Bookrunners as described below) or if the Placing
Agreement is terminated, all obligations under these terms and
conditions will automatically terminate.
By participating in the Placings, each Placee agrees that its
rights and obligations hereunder are conditional upon the Placing
Agreement becoming unconditional in all respects and that its
rights and obligations will terminate only in the circumstances
described above and will not be capable of rescission or
termination by it after oral or written confirmation by the Joint
Bookrunners (at the Joint Bookrunners' discretion) following the
close of the Bookbuild.
The Joint Bookrunners, acting jointly, may in their absolute
discretion in writing and upon such terms as they think fit waive
the satisfaction of certain of the Conditions in the Placing
Agreement or extend the time provided for fulfilment of such
Conditions. Any such extension or waiver will not affect Placees'
commitments as set out in these terms and conditions.
By participating in the Placings each Placee agrees that the
exercise by the Company or any of the Joint Bookrunners of any
right or other discretion under the Placing Agreement, including
(without limitation) any decision made by the Joint Bookrunners as
to whether or not to waive or to extend the time and/or date for
the fulfilment of any condition in the Placing Agreement and/or (on
behalf of the Joint Bookrunners) whether or not to exercise any
termination right, shall be within the absolute discretion of the
Company and each Joint Bookrunners (as the case may be).
Neither the Company nor either Joint Bookrunners 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 made by
the Joint Bookrunners as to whether or not to waive or to extend
the time and/or date for the fulfilment of any condition in the
Placing Agreement and/or whether or not to exercise any such
termination right.
Withdrawal Rights
Placees acknowledge that their agreement to subscribe for
Placing Shares is not by way of acceptance of the public offer made
in the Prospectus and the Application Form but is by way of a
collateral contract and as such Article 23(2) of the EU Prospectus
Regulation and the UK Prospectus Regulation does not entitle
Placees to withdraw in the event that the Company publishes a
supplementary prospectus in connection with the Capital Raising or
Admission.
Placing Procedure
Placees shall subscribe for the Firm Placing Shares and/or
Conditional Placing Shares to be issued pursuant to the Firm
Placing and/or Conditional Placing (subject to clawback in the case
of the Conditional Placing) and any allocation of the Firm Placing
Shares and Conditional Placing Shares (subject to clawback) to be
issued pursuant to the Firm Placing and/or the Conditional Placing
will be notified to them on or around 20 November 2023 (or such
other time and/or date as the Company and the Joint Bookrunners may
agree).
Placees will be called upon to subscribe for, and shall
subscribe for, the Conditional Placing Shares only to the extent
that valid applications and payment in full by Qualifying
Shareholders under the Open Offer are not received by 11.00 a.m. on
6 December 2023 or if applications haven otherwise not been deemed
to be valid in accordance with the terms set out in the Prospectus
and the Application Form.
If you are a Qualifying Shareholder and you take up and pay for
New Ordinary Shares under the Open Offer to which you are entitled
in accordance with its terms, you may request, by returning an
off-set application form which may be acquired from the Joint
Bookrunners (the "Off-set Application Form"), that your
participation in the Conditional Placing be reduced by up to the
number of New Ordinary Shares in your total Open Offer entitlement
which you have validly taken up and paid for under the Open Offer
(to a maximum of the number of New Ordinary Shares in your
Conditional Placing participation) ("Off-set"). If the Off-set
Application Form is not returned by the closing time of the Open
Offer, you will be deemed to have waived your right to claim
Off-set in respect of any New Ordinary Shares taken up under the
Open Offer.
Payment in full for any Firm Placing Shares and Conditional
Placing Shares so allocated (subject to clawback in the case of the
Conditional Placing Shares) in respect of the Placings at the Offer
Price must be made by no later than 8 a.m. on 8 December 2023 (or
by such later date as shall be no later than five business days
following Admission, if Admission is delayed).
The Joint Bookrunners will notify Placees if any of the dates in
these terms and conditions should change, including as a result of
delay in the posting of the Prospectus, the Application Forms or
the crediting of the Open Offer Entitlements in CREST or the
production of a supplementary prospectus or otherwise.
Lock-up
The Company has undertaken to the Joint Bookrunners that,
between the date of the Placing Agreement and the date falling 180
days after the last date for acceptance under the terms of the Open
Offer (inclusive), it will not, without the prior written consent
of the Joint Bookrunners enter into certain transactions involving
or relating to the Ordinary Shares, subject to certain customary
and other carve-outs agreed between the Joint Bookrunners and the
Company.
By participating in the Placings, Placees agree that the
exercise by the Joint Bookrunners of any power to grant consent to
waive the undertaking by the Company of a transaction which would
otherwise be subject to the lock-up under the Placing Agreement
shall be within the absolute discretion of the Joint Bookrunners
and that they need not make any reference to, or consult with,
Placees and that they shall have no liability to Placees whatsoever
in connection with any such exercise of the power to grant
consent.
Registration and Settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the CREST system, subject to
certain exceptions.
The Joint Bookrunners and the Company reserve the right to
require settlement for, and delivery of, the Placing Shares to
Placees by such other means that they deem necessary if delivery or
settlement is not possible or practicable within the CREST system
within the timetable set out in the Preliminary Prospectus and/or
the Prospectus or would not be consistent with the regulatory
requirements in the Placee's jurisdiction. Each Placee will be
deemed to agree that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the
standing CREST or certificated settlement instructions which they
have in place with the relevant Joint Bookrunner.
Settlement for the Placing Shares will be on a delivery versus
payment basis and is expected to take place on or around 8 December
2023.
Interest is chargeable daily on payments to the extent that
value is received after the due date from Placees at the rate of
two percentage points above prevailing SONIA. Each Placee is deemed
to agree that if it does not comply with these obligations, the
Joint Bookrunners may sell any or all of the Placing Shares
allocated to it on its behalf and retain from the proceeds, for its
own account and benefit, an amount equal to the aggregate amount
owed by the Placee to the Joint Bookrunners (on behalf of the
Company) plus any interest due. By communicating a bid for Placing
Shares, each Placee confers on the Joint Bookrunners and the
Company all such authorities and powers necessary to carry out any
such sale and agrees to ratify and confirm all actions which the
Joint Bookrunners lawfully take in pursuance of such sale. The
relevant Placee will, however, remain liable for any shortfall
below the aggregate amount owed by it and may be required to bear
any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon any transaction in the
Placing Shares on such Placee's behalf.
Acceptance
By participating in the Placings, each Placee (and any person
acting on such Placee's behalf) (together, "you") irrevocably
acknowledges, confirms, undertakes, represents, warrants and agrees
(as the case may be) with the Joint Bookrunners (and their
respective affiliates and agents, including in the case of
Investec, Investec Europe Limited, trading as "Investec Europe")
and the Company, the following:
1. you are duly incorporated and validly existing under the laws
of your jurisdiction of incorporation. You have power under your
constitutional documents and have obtained all necessary
authorities (including, without limitation, all relevant members'
resolutions) to subscribe and pay for the Placing Shares in the
manner proposed and to enter into and perform your obligations
pursuant to these terms and conditions in this Appendix, and there
are no governmental or regulatory consents or other third party
approvals, authorisations or orders required in order for you to
subscribe and pay for the Placing Shares in the manner proposed and
to enter into and perform your obligations pursuant to these terms
and conditions in this Appendix that have not been or will not
prior to Admission have been obtained and you have not taken any
action which will or may result in any of the Joint Bookrunners or
the Company being in breach of the legal or regulatory requirements
of any jurisdiction;
2. your agreement to subscribe for Placing Shares will comply
with all agreements to which you are a party or by which you or any
of your properties or assets is bound and which are material to
your participation and your obligations in respect thereof;
3. the information, if any, relating to you set out in the
Preliminary Prospectus is true and accurate and not misleading in
any respect and the information relating to you provided or to be
provided to you for inclusion in the Prospectus is or will be true
and accurate and not misleading in any respect;
4. you have received a copy of this announcement (and the terms
and conditions herein), the Preliminary Prospectus (including the
terms and conditions of the Capital Raising) and all such other
information as you deem necessary to make an investment decision in
relation to the Placing Shares. Your commitment will be solely on
the basis of the information contained in the Preliminary
Prospectus and this announcement. You acknowledge however that the
Preliminary Prospectus is in draft form and is subject to updating,
completion, revision, further verification and amendment and you
agree that you have relied on your own investigation of the
business, financial or other position of the Company in accepting
your Placing participation;
5. you have funds available to pay the full amount in respect of
your participation in the Placings as and when due;
6. you acknowledge and agree that the Placing Shares have not
been and will not be registered under the Securities Act or with
any securities regulatory authority of any state or other
jurisdiction of the United States. You further understand that the
Placing Shares have not been registered under the applicable laws
of any of the Excluded Territories;
7. You are not located in the United States (within the meaning
of Regulation S); you are acquiring the Placing Shares in an
offshore transaction in accordance with Regulation S; not a
resident of any Excluded Territories or a corporation, partnership
or other entity organised under the laws of any Excluded
Territories; and subscribing for the Placing Shares for your own
account (or for the account of your affiliates or funds managed by
you or your affiliates with respect to which you either have
investment discretion or which are located outside the United
States);
8. you are subscribing for the Placing Shares for investment
purposes, in each case, not with a view to, or for resale in
connection with, the distribution thereof, directly or indirectly,
in whole or in part, into or within the United States within the
meaning of U.S. securities laws;
9. you acknowledge and agree that you are not acquiring the
Placing Shares as a result of any "directed selling efforts" as
defined in Regulation S;
10. you are (i) a person of a kind described in Article 19
and/or Article 49 of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") and you understand
that the terms and conditions set out herein are directed only at
(a) persons who have professional experience in matters relating to
investments who fall within the definition of "investment
professionals" in Article 19(5) of the Order or (b) high net worth
entities (including companies and unincorporated associations of
high net worth and trusts of high value) or other persons falling
within Article 49(2)(a) to (d) of the Order, and that, accordingly,
any investment or investment activity to which these terms and
conditions relate is available only to you as such a person or will
be engaged in only with you as such a person; and (ii) not
intending to offer or sell or otherwise deal with the Placing
Shares in any way which would result in an offer to the public in
the UK within the meaning of the FSMA or in any other jurisdiction
or require registration or prospectus publication or similar
actions in any other jurisdiction;
11. you understand and accept that in offering you a
participation in the Placings, neither of the Joint Bookrunner s is
making any recommendations to or advising you regarding the
suitability or merits of any transaction you may enter into in
connection with the Capital Raising or otherwise and that you are
not, and do not regard yourself as, a client of any of the Joint
Bookrunners in connection with the Capital Raising. To the fullest
extent permitted by law, you acknowledge and agree to the
disclaimers contained in this announcement;
12. you acknowledge that Investec Bank plc is authorised by the
Prudential Regulation Authority (the "PRA") and regulated in the
United Kingdom by the FCA and the PRA. Investec Europe, acting as
agent on behalf of Investec Bank plc in certain jurisdictions in
the EEA, is regulated in Ireland by the Central Bank of
Ireland;
13. without limiting the foregoing, you acknowledge that the
Joint Bookrunners are acting exclusively for the Company and no-one
else in connection with the Capital Raising, and will not be
responsible to anyone other than the Company for providing the
protections afforded to their respective clients nor for providing
advice in connection with the Capital Raising or any other matter
referred to in these terms and conditions in this Appendix or this
announcement;
14. you understand and accept that the exercise by either of the
Joint Bookrunners of any rights or discretions under the Placing
Agreement shall be within the absolute discretion of such Joint
Bookrunners and no Joint Bookrunners need have any reference to you
and shall have no liability to you whatsoever in connection with
any decision to exercise or not to exercise any such right and you
agree that you have no rights against either of the Joint
Bookrunners or the Company, or any of their respective directors
and employees under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties Act) 1999;
15. you are not a person whose business is, or includes, issuing
depository receipts or a person whose business is, or includes, the
provision of clearance services for the purchase or sale of
securities or a nominee of any such person;
16. you declare that sections 67, 70, 93 and 96 of the Finance
Act 1986 (depositary receipts and clearance services) do not apply
on your acquisition of any Placing Shares under the Capital Raising
(if this is not applicable please indicate your status for stamp
duty and stamp duty reserve tax purposes);
17. you have read, agreed with, understood and accepted the
terms and conditions in this Appendix, this announcement and the
Preliminary Prospectus and, accordingly, irrevocably agree in
accordance with such terms and conditions to subscribe and pay for
the number of Placing Shares comprised in your participation in the
Placings. In particular, and without limitation, you acknowledge
that your participation in the Conditional Placing is subject to
clawback to satisfy acceptances under the terms of the Open
Offer;
18. you acknowledge that your agreement to subscribe for the
number of Placing Shares comprised in your participation in the
Placings is not to be made pursuant to the Prospectus but is made
pursuant to these terms and conditions in this Appendix;
19. you confirm that if you duly apply and subscribe (on the
terms set out in the Prospectus) for Open Offer Shares to which you
are entitled such application and subscription shall extend to an
irrevocable undertaking to subscribe such number of New Ordinary
Shares at the Offer Price following expiry of the Open Offer in the
event that, as a result of your default or otherwise, you have
failed to fulfil your obligation to apply and subscribe for all
those Open Offer Shares to which you are entitled;
20. you have not, in agreeing to subscribe for Placing Shares,
relied on any information, representations and/or warranties from
any of the Joint Bookrunners or the Company or any of their
directors, officers, agents, representatives, subsidiaries or
affiliates or any other person save for the information contained
in the Preliminary Prospectus and this announcement;
21. you acknowledge that the content of this announcement, the
Preliminary Prospectus and the Prospectus is exclusively the
responsibility of the Company and none of the Joint Bookrunners nor
any person acting on their behalf has or shall have liability for
any information, representation or statement contained in such
documents or any information previously published by or on behalf
of the Company and will not be liable for your decision to
participate in the Capital Raising based on any information,
representation or statement contained in such documents or
otherwise;
22. (i) you have not relied on, and will not rely on, any
information relating to the Company contained or which may be
contained in any research report or investor presentation prepared
or which may be prepared by either Joint Bookrunner or any of their
respective affiliates or any person acting on behalf of any such
person; (ii) neither Joint Bookrunner nor any of their respective
affiliates nor any person acting on behalf of any of such persons
has or shall have any responsibility or liability for public
information relating to the Company; (iii) neither Joint Bookrunner
nor any of their respective affiliates nor any person acting on
behalf of any of such persons has or shall have any responsibility
or liability for any additional information that has otherwise been
made available to it, whether at the date of publication of such
information, the date of these terms and conditions or otherwise;
and that (iv) neither Joint Bookrunner nor any of their respective
affiliates nor any person acting on behalf of any of such persons
makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of any such information referred to
in (i) to (iii) above, whether at the date of publication of such
information, the date of this announcement or otherwise;
23. you are acting as principal only in respect of the Capital
Raising or, if you are acting for any other person: (i) you are
duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of
each such person; (ii) you are and will remain liable to the
Company and the Joint Bookrunners for the performance of all your
obligations as a Placee in respect of the Capital Raising
(regardless of the fact that you are acting for another person);
(iii) you are a Relevant Person and undertakes that you will
acquire, hold, manage or dispose of any Placing Shares that are
allocated to you for the purposes of your business; and/or if you
are a financial intermediary, as that term is used in Article 5(1)
of the Prospectus Regulation, that (a) the Placing Shares acquired
by you in the Capital Raising will not be acquired on a
non-discretionary basis for, or on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in a
member state of the EEA or the UK other than Qualified Investors,
or in circumstances which may give rise to an offer of securities
to the public other than an offer or resale, in a member state of
the EEA to Qualified Investors, or in circumstances in which the
prior consent of the Joint Bookrunners has been given to each such
proposed offer or resale; or (b) where the Placing Shares have been
acquired by you on behalf of persons in any member state of the EEA
or the United Kingdom other than Qualified Investors, the offer of
those Placing Shares to you are not treated under the Prospectus
Regulation as having been made to such persons;
24. that a communication that the Capital Raising or the book is
"covered" (i.e. indicated demand from investors in the book equals
or exceeds the amount of the securities being offered) is not any
indication or assurance that the book will remain covered or that
the Capital Raising and securities will be fully distributed by the
Joint Bookrunners. Each of the Joint Bookrunners reserve the right
to take up a portion of the securities in the Capital Raising as a
principal position at any stage at their sole discretion, inter
alia, to take account of the Company's objectives, MiFID II
requirements and/or their allocation policies;
25. you and any person acting on your behalf acknowledge that
none of the Joint Bookrunners owes any fiduciary or other duty to
you in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;
26. you agree to provide the Joint Bookrunners with such
relevant documents as they may reasonably request to comply with
requests or requirements that either they or the Company may
receive from relevant regulators in relation to the Capital
Raising, subject to its legal, regulatory and compliance
requirements and restrictions;
27. you will not, during the period commencing on the date of
this Announcement and ending on Admission: (i) directly or
indirectly, enter into any swap, derivative, or other transaction
or arrangement that is intended, directly or indirectly, to have
the economic effect of hedging or otherwise mitigating the economic
risk associated with your commitment to subscribe for Placing
Shares or Open Offer Shares, whether any such transaction is to be
settled by delivery of Placing Shares, Open Offer Shares or other
securities, in cash, or otherwise; or (ii) engage in any short
selling or any purchase, sale, or grant of any right (including,
without limitation, any put or call option) with respect to any
Placing Shares or Open Offer Shares or any securities convertible
into or exchangeable or exercisable for Placing Shares or Open
Offer Shares (each, a "Short Position"). You represent and warrant
that, as of the date of this announcement, you do not have any
Short Position with respect to the Ordinary Shares or any
securities convertible into or exchangeable or exercisable for
Ordinary Shares. You acknowledge that the Company and the Joint
Bookrunners are relying on this clause in accepting your order and
that any breach of this clause would cause irreparable harm to the
Company and the Joint Bookrunners. The foregoing shall not apply to
your ordinary course sales and trading activity unrelated to your
obligations to subscribe for Placing Shares or Open Offer Shares in
the Capital Raising, and in particular (but without limitation)
(save as prohibited by law) it shall not apply to: (a) any
transaction to facilitate a client order; (b) transactions
constituting ordinary course market making activity; (c)
transactions entered into for the purposes of hedging in relation
to the Company's securities that are undertaken with a view to
achieving a substantially market neutral position (but allowing for
daily trading fluctuations and without taking into account your
commitment to subscribe for Placing Shares or Open Offer Shares);
(d) principal positions in the Company's securities or in
derivatives related to the Company's securities held or entered
into by you or any of your affiliates in the ordinary course of
business prior to the date of this announcement; or (e)
transactions that involve any securities or derivatives that
reference any existing and established sector or market index,
provided that the weighting of the Ordinary Shares in such sector
does not exceed 10 per cent. of the index, and any such
transactions shall be undertaken in compliance with applicable
securities laws and regulations;
28. you are aware of, have complied with and will continue to
comply with any obligations we have under the Criminal Justice Act
1993, the Proceeds of Crime Act 2002, the Financial Services and
Markets Act 2000 and MAR, to the extent applicable to you;
29. if you are a resident in the EEA, you are a 'Qualified
Investor' within the meaning of the EU Prospectus Regulation (EU)
2017/1129;
30. you are aware of your obligations in connection with money
laundering under the Proceeds of Crime Act 2002 and have complied
with the Money Laundering Regulations 2017 and any other applicable
legislation concerning prevention of money laundering (the
"Regulations") and, if you are making payment on behalf of a third
party, you have obtained and recorded satisfactory evidence to
verify the identity of the third party as required by the
Regulations;
31. if you are acquiring any New Ordinary Shares as a fiduciary
or agent for one or more accounts, you have sole investment
discretion with respect to each such account and you have full
power to make, and do make, the warranties and undertakings set out
herein on behalf of each such account;
32. you acknowledge that time is of the essence as regards your
obligations in respect of your participation in the Placings;
and
33. you acknowledge that the Company, each Joint Bookrunners and
any person acting on their behalf will rely upon the truth and
accuracy of and compliance with the foregoing confirmations,
representations, warranties, undertakings and acknowledgements.
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as agent) free of stamp duty and stamp duty reserve tax in the UK
relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, direct from the Company
for the Placing Shares in question. Each Placee agrees to indemnify
on an after-tax basis and hold each of the Joint Bookrunners and/or
the Company and their respective affiliates harmless from any and
all stamp duty, stamp duty reserve tax and all other similar duties
or taxes to the extent that such taxes, interest, fines or
penalties arise from the unreasonable default or delay of that
Placee or its agent. In addition, Placees should note that they
will be liable for any capital duty, stamp duty and all other
stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties
relating thereto) payable outside the UK by them or any other
person on the acquisition by them of any Placing Shares or the
agreement by them to acquire any Placing Shares.
Furthermore, each Placee agrees to indemnify and hold the
Company, each of the Joint Bookrunners and each of their and their
respective affiliates' agents, directors, officers and employees,
harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee
in this announcement and further agrees that the Company and each
of the Joint Bookrunners and their respective affiliates and agents
(including, in the case of Investec Bank plc, Investec Europe) will
rely on the truth and accuracy of the confirmations, warranties,
acknowledgements and undertakings in this announcement and, if any
of the foregoing is or becomes no longer true or accurate, the
Placee shall promptly notify the Joint Bookrunners and the Company.
All confirmations, warranties, acknowledgements, agreements and
undertakings given by the Placee, pursuant to this announcement are
given to each of the Joint Bookrunners for itself and its
respective affiliates and agents (including in the case of Investec
Bank plc, Investec Europe) and on behalf of the Company and will
survive completion of the Placing and Open Offer and/or
Admission.
Selling Restrictions
By participating in the Placings, you irrevocably acknowledge,
confirm, undertake, represent, warrant and agree (as the case may
be) with the Joint Bookrunners and the Company, the following:
1. you are not a person who has a registered address in, or is a
resident, citizen or national of, a country or countries, in which
it is unlawful to make or accept an offer to subscribe for Placing
Shares;
2. you have fully observed and will fully observe the applicable
laws of any relevant territory, including complying with the
selling restrictions set out herein and obtaining any requisite
governmental or other consents and you have fully observed and will
fully observe any other requisite formalities and pay any issue,
transfer or other taxes due in such territories;
3. if you are in the United Kingdom, you are a Qualified
Investor within the meaning of Article 2(e) of the UK Prospectus
Regulation: (i) who has professional experience in matters relating
to investments and who falls within the definition of "investment
professionals" in Article 19(5) of the Order; or (ii) who falls
within Article 49(2) of the Order;
4. if you are in a member state of the EEA, you are a Qualified
Investor as defined in Article 2(e) of the EU Prospectus
Regulation;
5. you are a person whose ordinary activities involve you (as
principal or agent) acquiring, holding, managing or disposing of
investments for the purpose of your business and you undertake that
you will (as principal or agent) acquire, hold, manage or dispose
of any Placing Shares that are allocated to you for the purposes of
your business;
6. you are and, at the time the Placing Shares are purchased,
will be outside the United States, acquiring the Placing Shares in
an offshore transaction in accordance with Regulation S; not a
resident of any Excluded Territory or a corporation, partnership or
other entity organised under the laws of any Excluded Territory;
subscribing for Placing Shares for your own account (or for the
account of your affiliates or funds managed by you or your
affiliates with respect to which you either have investment
discretion or which are outside the United States);
7. none of the Placing Shares have been or will be registered
under the Securities Act or with any securities regulatory
authority of any state or other jurisdiction of the United States;
and
8. you (on your behalf and on behalf of any Placee on whose
behalf you are acting) have: (a) fully observed the laws of all
relevant jurisdictions which apply to you; (b) obtained all
governmental and other consents which may be required; (c) fully
observed any other requisite formalities; (d) paid or will pay any
issue, transfer or other taxes; (e) not taken any action which will
or may result in the Company or the Joint Bookrunners (or any of
them) being in breach of a legal or regulatory requirement of any
territory in connection with the Placings; (f) obtained all other
necessary consents and authorities required to enable you to give
your commitment to subscribe for the relevant Placing Shares; and
(g) the power and capacity to, and will, perform your obligations
under the terms contained in these terms and conditions.
Times
Unless the context otherwise requires, all references to time
are to London time. All times and dates in these terms and
conditions may be subject to amendment. The Joint Bookrunners will
notify Placees and any persons acting on behalf of the Placees of
any changes.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEBRBDBSDDDGXG
(END) Dow Jones Newswires
November 20, 2023 12:27 ET (17:27 GMT)
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