TIDMCRDL
RNS Number : 8433U
Cordel Group PLC
30 March 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN INCLUDING
THE APPIX (THIS "ANNOUNCEMENT" ) IS RESTRICTED AND IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED JURISDICTION" ). THIS
ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED
STATES. THE SECURITIES DISCUSSED HEREIN HAVE NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "US
SECURITIES ACT" ) AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER
THE US SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES
DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE
INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF
SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND. THIS ANNOUNCEMENT
(INCLUDING THE APPIX) SHOULD BE READ IN ITS ENTIRETY.
This Announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 which forms part of
domestic law pursuant to the European Union (Withdrawal) Act 2018 (
"MAR" ). Prior to publication, certain information contained within
this Announcement was deemed to constitute inside information for
the purposes of Article 7 of MAR. In addition, market soundings (as
defined in MAR) were taken in respect of the Placing with the
result that certain persons became aware of inside information (as
defined in MAR), as permitted by MAR. Due to the publication of
this Announcement, those persons that received inside information
in a market sounding are no longer in possession of such inside
information relating to the Company and its securities.
30 March 2023
Cordel Group plc
("Cordel" or the "Company")
Proposed Placing to raise approximately GBP1.7 million
Cordel Group plc (AIM: CRDL), the Artificial Intelligence ("AI")
platform for transport corridor analytics, announces a proposed
placing (the "Placing"), via an accelerated bookbuild
("Bookbuild"), of new ordinary shares of 1p each in the capital of
the Company (the "Ordinary Shares"). The Placing will be conducted
at a price of 6 pence per Ordinary Share (the "Issue Price") in
order to raise, in aggregate, approximately GBP1.7 million (before
expenses).
The Bookbuild will open with immediate effect following release
of this Announcement. A further announcement confirming the closing
of the Bookbuild and the number of new Ordinary Shares to be issued
pursuant to the Placing is expected to be made in due course.
Key highlights
Proposed Placing of new Ordinary Shares at the Issue Price,
raising approximately GBP1.7 million (before expenses).
The gross proceeds of the Placing will be used as follows:
- c. GBP1.0m: additional sales and technical staff
- c. GBP0.2m: AI classification as a service project
- c. GBP0.5m: working capital and Placing expenses
The Placing will be conducted by way of an accelerated bookbuild
process by Zeus Capital Limited ("Zeus"), as sole broker, which
will open with immediate effect following this Announcement. The
timing for the close of the Bookbuild and allocation of the Placing
Shares shall be at the discretion of Zeus, in consultation with the
Company. The Placing is not underwritten. The final number of
Placing Shares will be agreed by Zeus and the Company at the close
of the Bookbuild and the result will be announced as soon as
practicable thereafter.
The Placing is subject to the terms and conditions set out in
the appendix (the "Appendix") to this Announcement.
The Issue Price represents a discount of approximately 4% per
cent. to the closing middle market price of 6.25 pence per Existing
Ordinary Share on 29 March 2023, being the latest practicable date
prior to the publication of this Announcement.
The Placing Shares, on the basis of a GBP1.7 million placing,
will represent approximately 14.36 per cent. of the Enlarged Share
Capital. The Placing Shares will be issued under existing
authorities.
Background to and reasons for the Placing
On 15 March 2023, the Company announced that it had been awarded
a contract by Amtrak to supply a fully automated software suite for
survey and clearance management. Amtrak is the main provider of
intercity passenger rail service in the United States, with a
21,000 mile network that connects 46 states, the District of
Columbia, and three Canadian Provinces. This contract is valued at
US$6.7m over 6.5 years.
The Amtrak contract further validates Cordel's product
proposition, and the money raised through this Placing will allow
the Company to expand its sales and technical staff force to
accelerate its commercial progress. The Company has a
differentiated value proposition for its target markets and is
focused on executing on a strong deal pipeline supported by
qualified and rapidly maturing new partnerships.
Use of proceeds
The gross proceeds of the Placing will support further expansion
into the US market and are expected to be used as follows:
- c. GBP1.0m will be used for recruitment of sales and technical
staff (over 1.5 years), to include a senior account manager and
delivery lead in the US, a UK/EU Sales Lead, and a delivery Lead,
field engineer and developer to be based in the UK;
- c. GBP0.2m will be used for the development of the AI
"classification as a service" project which will allow customers to
upload unstructured data and receive structured data; and
- the balance of the gross proceeds will be used for working
capital and expenses of the Placing.
Current trading and outlook
On 31 January 2023 the Company reported its unaudited results
for the six months ended 31 December 2022. For the period , the
Company recorded revenues of GBP945k, a 47.5% increase on the
corresponding six months to 31 December 2021 (2021: GBP629k),
reflecting the development of new partnerships, products and
capabilities.
The Company continues to be awarded new contracts following
competitive bid processes. This results in steady growth of the
total mileage of railway track under long-term data management and,
combined with new analytic services planned for 2023, is expected
to produce further growth in recurring revenue.
The Placing
The Company proposes to raise approximately GBP1.7 million
(before expenses) through the Placing at the Issue Price. The
Placing is conditional, amongst other things, upon:
- the Placing Agreement becoming unconditional in all respects
save for Admission and not having been terminated in accordance
with its terms; and
- Admission occurring by no later than 8.00 a.m. on 4 April 2023
(or such later date as Zeus, Strand Hanson Limited ("Strand"), the
Company's Nominated Adviser, and the Company may agree, not being
later than 8.00 a.m. on 18 April 2023).
The Directors have obtained a written opinion from specialist
tax advisers confirming that the Placing Shares will rank as
"eligible shares" for the purposes of the Enterprise Investment
Scheme and will be capable of being a "qualifying holding" for the
purposes of investment by venture capital trusts to investors who
qualify and are seeking the benefit of tax advantages pursuant to
the Enterprise Investment Scheme and available to venture capital
trusts, respectively, each as governed by HMRC, although neither
the Company nor the Directors give any warranty or undertaking that
this will be the case. There is no guarantee HMRC will agree with
the written opinion obtained by the Company and Placees must take
their own advice and rely on it.
Placing Agreement
The Company has entered into a Placing Agreement with Zeus and
Strand, pursuant to which Zeus, as agent for the Company, has
agreed to use its reasonable endeavours to procure Placees for the
Placing at the Issue Price. The Placing Agreement contains
warranties from the Company in favour of Zeus and Strand in
relation to, inter alia, the accuracy of the information contained
in the documents relating to the Placing and also certain other
matters relating to the Company and its affairs. In addition, the
Company has agreed to indemnify Zeus and Strand in relation to
certain liabilities that it may incur in respect of the
Placing.
Zeus and/or Strand may terminate the Placing Agreement in
certain circumstances (including for breach of warranty at any time
prior to Admission, if such breach is reasonably considered by Zeus
and/or Strand to be material in the context of the Placing) and in
the event of any matter (including, without limitation, any change
or development in economic, financial, political, diplomatic or
other market conditions or any change in any government regulation)
occurring which, in the good faith opinion of Zeus and Strand, is
(or will be if it occurs) likely materially and prejudicially to
affect the financial position or the business or prospects of the
Company or otherwise makes it impractical or inadvisable for Zeus
or Strand to perform their respective obligations under the Placing
Agreement. .
Admission and settlement
Application will be made for the Placing Shares to be admitted
to trading on AIM. It is expected that Admission will become
effective and dealings in the Placing Shares will commence at 8.00
a.m. on or around 4 April 2023. These dates and times may
change.
All Placing Shares will be issued fully paid at the Issue Price.
The Placing Shares will be allotted and credited as fully paid and
will rank pari passu in all respects with the Existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid on or after the date on which
they are issued.
It is intended that, if applicable, definitive share
certificates in respect of the Placing Shares will be distributed
on 4 April 2023 or as soon as practicable thereafter. No temporary
documents of title will be issued.
For further information please contact:
Cordel Group Plc c/o Zeus
Ian Buddery, Chairman
John Davis, Interim Chief Executive Officer
Zeus (Broker and Bookrunner) +44 (0)20 3829 5000
Simon Johnson (Broking)
Stuart Andrews / Alex Campbell-Harris
(Investment Banking)
Strand Hanson Limited (Nominated Adviser) + 44 (0)20 7409 3494
Richard Johnson / James Bellman
About Cordel
Cordel produces specialist hardware and software for capturing,
analysing and reporting on large datasets within the transport
sector, employing sophisticated artificial intelligence
algorithms.
Further information on the Company is available at:
www.cordel.ai
Capitalised terms used but not defined in this Announcement
shall have the meanings given to such terms in the section headed
'Definitions' below. Unless otherwise defined therein, terms
defined in the main body of this Announcement and in the section
headed 'Definitions' shall have the same meanings when used in the
Appendix.
Each of the times and dates in this Announcement is subject to
change. If any of the above times and/or dates change, the revised
times and/or dates will be notified by announcement through a
Regulatory Information Service. References to time in this
Announcement are to London time.
Definitions
"Act" the Companies Act 2006 (as amended from time
to time)
"Admission" the admission of the Placing Shares to trading
on AIM becoming effective in accordance with
Rule 6 of the AIM Rules
"Affiliate" means, as regards any person or entity, their
agents, directors, officers, employees or consultants
and any other person connected with them as defined
in FSMA
"AIM" the AIM market of the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by London
Stock Exchange plc from time to time
"Amtrak" the National Railroad Passenger Corporation,
a corporation organized under 49 U.S.C. --24101
et seq. and the laws of the District of Columbia,
with its principal office located at 1 Massachusetts
Ave., NW, Washington, D.C. 20001
"Appendix" the appendix to this announcement containing
the Terms and Conditions
"Articles" the articles of association of the Company for
the time being
"Board" or the directors of the Company, or any duly authorised
"Directors" committee thereof
"Bookbuild" the offering of Placing Shares to Placees by
way of an accelerated bookbuild by Zeus as agent
for the Company, details of which are more particularly
set out in the Appendix
"Business Day" a day not being a Saturday or a Sunday or a bank
or public holiday in England on which clearing
banks are open for business in the City of London
"Company" Cordel Group plc (incorporated and registered
in England and Wales with registered number 11098701)
whose registered office is at 10 John Street,
London, United Kingdom, WC1N 2EB
"Cordel Affiliate" shall have the meaning given in the Appendix
"CREST" the Relevant System (as defined by the CREST
Regulations) for the paperless settlement of
share transfers and the holding of shares in
uncertificated form in respect of which Euroclear
is the Operator (as defined by the CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001
(as amended) (SI 2001/3755)
"Enlarged Share the Ordinary Shares in issue on Admission, including
Capital" the Placing Shares
Enterprise the Enterprise Investment Scheme whose rules
Investment are contained in Part 5 of the Income Tax Act
Scheme 2007 (income tax) and sections 150A to 150C of,
and Schedule 5B to, the Taxation and Chargeable
Gains Act 1992 (capital gains tax)
"Euroclear" Euroclear UK & Ireland Limited, the operator
of CREST
"Existing Ordinary the 170,427,186 Ordinary Shares in issue as at
Shares" the date of this Announcement, all of which are
admitted to trading on AIM and being the entire
issued ordinary share capital of the Company.
"FCA" the Financial Conduct Authority
"FPO" the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, (as amended)
"FSMA" the UK Financial Services and Markets Act 2000,
as may be amended from time to time
"Group" the Company and its subsidiary undertakings and
"Group Company" shall be construed accordingly.
"HMRC" HM Revenue & Customs
"ISIN" International Securities Identification Number
"Issue Price" 6 pence per Placing Share
"London Stock London Stock Exchange plc
Exchange"
"MAR" the Market Abuse Regulation (EU) No. 596/2014
as it forms part of United Kingdom domestic law
by virtue of the European Union (Withdrawal)
Act 2018 and as modified by or under the European
Union (Withdrawal) Act 2018 or other domestic
law (including but not limited to the Market
Abuse (Amendment) (EU Exit) Regulations 2019/310)
"Ordinary Shares" ordinary shares of 1 pence each in the capital
of the Company
"Placees" or an eligible investor procured by Zeus who agrees
"Investors" to subscribe for Placing Shares in the Placing
"Placing" the conditional placing of the Placing Shares
at the Issue Price pursuant to the Placing Agreement
"Placing Agreement" the agreement dated 30 March 2023 between the
Company, Zeus and Strand relating to the Placing
"Placing Shares" up to 28,571,428 new Ordinary Shares to be issued
in connection with the Placing to Placees
"Registrar" Computershare Investor Services Plc of The Pavilions,
Bridgewater Road, Bristol BS13 8AE
"Regulation Regulation S under the Securities Act
S"
"Shareholders" holders of Ordinary Shares
"Strand" Strand Hanson Limited (registered in England
and Wales with registered number 02780169) whose
registered office is at 26 Mount Row, London
W1K 3SQ, the Company's Nominated Adviser
"Strand Affiliate" Shall have the meaning set out in the Appendix
"Terms and the terms and conditions of the Bookbuild set
Conditions" out in the Appendix
"Uncertificated" recorded on the relevant register of the share
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
"UK" or "United the United Kingdom of Great Britain and Northern
Kingdom" Ireland
"US" or "United the United States of America, its territories
States" and possessions, any state of the United States
of America and the district of Columbia and all
other areas subject to its jurisdiction
"US Securities the United States Securities Act of 1933 (as
Act" amended)
"Zeus" Zeus Capital Limited (registered in England and
Wales with registered number 04417845) whose
registered office is at 82 King Street, Manchester,
M2 4WQ, the Company's broker
"Zeus Affiliate" shall have the meaning given in the Appendix
"GBP" British pounds
IMPORTANT NOTICE
This Announcement should be read in its entirety.
Neither the contents of the Company's website nor the contents
of any website accessible from hyperlinks on the Company's website
(or any other website) is incorporated into, or forms part of, this
Announcement.
This Announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
The content of this Announcement has not been approved by an
authorised person within the meaning of FSMA. This Announcement has
been issued by and is the sole responsibility of the Company. The
information in this Announcement is subject to change.
This Announcement is not an offer of securities for sale in or
into the United States. The securities referred to herein have not
been and will not be registered under the US Securities Act, or
with any securities regulatory authority of any state or
jurisdiction of the United States. Subject to certain exceptions,
the securities referred to herein are being offered only outside of
the United States pursuant to Regulation S of the US Securities Act
and may not be reoffered, resold, transferred or delivered,
directly or indirectly, within 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 each
case, in compliance with any applicable securities laws of any
state or other jurisdiction of the United States.
No public offering of securities is being made in the United
States. This Announcement is not for release, publication or
distribution, directly or indirectly, in or into the United States,
Australia, Canada, the Republic of South Africa, Japan, New Zealand
or any jurisdiction where to do so might constitute a violation of
local securities laws or regulations (a "Prohibited Jurisdiction").
This Announcement and the information contained herein are not for
release, publication or distribution, directly or indirectly, to
persons in a Prohibited Jurisdiction unless permitted pursuant to
an exemption under the relevant local law or regulation in any such
jurisdiction.
Zeus is authorised and regulated by the FCA in the United
Kingdom. Zeus is acting as broker and bookrunner exclusively for
the Company and no one else in connection with the Bookbuild,
Placing and Admission and the contents of this Announcement, and
will not regard any other person (whether or not a recipient of
this Announcement) as its client in relation to the Bookbuild or
the contents of this Announcement nor will it be responsible to
anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
contents of this Announcement. Apart from the responsibilities and
liabilities, if any, which may be imposed on Zeus by FSMA or the
regulatory regime established thereunder, Zeus accepts no
responsibility whatsoever, and makes no representation or warranty,
express or implied, for the Bookbuild or the contents of this
Announcement including its accuracy, completeness or verification
or for any other statement made or purported to be made by it, or
on behalf of it, the Company or any other person, in connection
with the Company and the contents of this Announcement, whether as
to the past or the future. Zeus accordingly disclaims all and any
liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above), which it might otherwise
have in respect of the contents of this Announcement or any such
statement.
Strand is acting as Nominated Adviser to the Company in
connection with the Placing and Admission. Strand has not
authorised the contents of, or any part of, this Announcement, and
no liability whatsoever is accepted by Strand for the accuracy of
any information or opinions contained in this Announcement or for
the omission of any material information. The responsibilities of
Strand as the Company's Nominated Adviser under the AIM Rules for
Companies and the AIM Rules for Nominated Advisers are owed solely
to London Stock Exchange plc and are not owed to the Company or to
any director or shareholder of the Company or any other person, in
respect of its decision to acquire shares in the capital of the
Company in reliance on any part of this Announcement, or
otherwise.
In connection with the Placing, Zeus and its affiliates, acting
as investors for their own accounts, may subscribe for or purchase
Ordinary Shares in the Company and in that capacity may retain,
purchase, sell, offer to sell or otherwise deal for their own
accounts in such Ordinary Shares and other securities of the
Company or related investments in connection with the Placing or
otherwise. Accordingly, references to the Ordinary Shares being
offered, subscribed, acquired, placed or otherwise dealt in should
be read as including any offer to, or subscription, acquisition,
placing or dealing by Zeus and any of its affiliates acting as
investors for their own accounts. In addition, Zeus or its
affiliates may enter into financing arrangements and swaps in
connection with which it or its affiliates may from time to time
acquire, hold or dispose of Ordinary Shares. Zeus has no intention
to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligations to do so.
Forward-looking Statements
This Announcement includes "forward-looking statements" which
include all statements other than statements of historical facts,
including, without limitation, those regarding the Company's
business strategy, plans and objectives of management for future
operations, or any statements proceeded by, followed by or that
include the words "targets", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "would", "could" or
similar expressions or negatives thereof. Such forward-looking
statements involve known and unknown risks, uncertainties and other
important factors beyond the Company's control that could cause the
actual results, performance or achievements of the Company to be
materially different from future results, performance or
achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous
assumptions regarding the Company's present and future business
strategies and the environment in which the Company will operate in
the future. Many of these risks, uncertainties and assumptions
relate to factors that are beyond the Company's ability to control
or estimate precisely and include, but are not limited to, general
economic climate and market conditions as well as specific factors,
including the success of the Company and its subsidiaries' research
and development and commercialisation strategies, uncertainties
regarding regulatory clearance and acceptance of products by
customers. No undue reliance should be placed upon forward-looking
statements. These forward-looking statements speak only as at the
date of this Announcement. The Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statements contained herein to reflect any
change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statements are based, unless required to do so by applicable law or
the AIM Rules.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II ("MiFID II Delegated Directive"); and (c) local
implementing measures, (including insofar as MiFID II and the MiFID
II Delegated Directive constitute retained EU law (as defined in
section 6(7) of the European Union (Withdrawal) Act 2018) in the
United Kingdom) ("Retained MiFID Provisions") (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of (a) retail investors, (b) investors
who meet the criteria of professional clients and (c) eligible
counterparties, each as defined in MiFID II and the Retained MiFID
Provisions; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II or the Retained
MiFID Provisions (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: (a) the price of the Placing Shares may decline
and investors could lose all or part of their investment; (b) the
Placing Shares offer no guaranteed income and no capital
protection; and (c) an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Zeus will only
procure investors who meet the criteria of professional clients and
eligible counterparties
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX
Terms and Conditions of the Placing
("TERMS AND CONDITIONS")
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY IN RELATION TO
THE PLACING
THIS ANNOUNCEMENT AND THESE TERMS AND CONDITIONS, (TOGETHER
REFERRED TO HEREIN AS THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE
REPUBLIC OF SOUTH AFRICA, NEW ZEALAND, JAPAN, OR ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO
WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE
COMPANY AND ZEUS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC
AREA ("EEA") WHO ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION
86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMED,
BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF THE
PROSPECTUS REGULATION (EU) 2017/1129 AND TO THE EXTENT IMPLEMENTED
IN THE RELEVANT MEMBER STATE OF THE EEA (THE "EU PROSPECTUS
REGULATION ") (" EEA QUALIFIED INVESTORS"). IN ADDITION, IN THE
UNITED KINGDOM THIS ANNOUNCEMENT IS ONLY ADDRESSED TO AND DIRECTED
AT QUALIFIED INVESTORS, AS DEFINED IN ARTICLE 2(E) OF THE EU
PROSPECTUS REGULATION WHICH FORMS PART OF DOMESTIC LAW PURSUANT TO
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED BY THE EUROPEAN
UNION (WITHDRAWAL AGREEMENT) ACT 2020 (THE "UK PROSPECTUS
REGULATION"), AND WHO ARE: (I) PERSONS WHO HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATED TO INVESTMENTS AND WHO ARE INVESTMENT
PROFESSIONALS WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS
AMED) (THE "FPO"); (II) PERSONS WHO FALL WITHIN ARTICLES 49(2)(A)
TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS
ETC.") OF THE FPO; AND (III) ANY OTHER PERSONS TO WHOM THIS
INFORMATION MAY OTHERWISE LAWFULLY BE DIRECTED (ALL SUCH PERSONS
AND THE EEA QUALIFIED INVESTORS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE INFORMATION IN IT
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. PERSONS (INCLUDING, WITHOUT LIMITATION, NOMINEES AND
TRUSTEES) DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES
THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY
TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN
AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (AS AMED). RELIANCE ON THIS ANNOUNCEMENT FOR THE
PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN
INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR
OTHER ASSETS INVESTED.
EACH INVESTOR SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR OR PURCHASE
OF THE PLACING SHARES.THE PLACING SHARES HAVE NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMED (THE "US SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY
AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND
MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN
THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 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 PLACING SHARES IS BEING MADE IN THE UNITED
STATES OR ELSEWHERE.
NO ACTION HAS BEEN TAKEN BY THE COMPANY, ZEUS CAPITAL LIMITED
("ZEUS"), STRAND HANSON LIMITED ("STRAND") OR ANY OF THEIR
RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFER OF THE PLACING
SHARES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY
OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO SUCH PLACING
SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS
REQUIRED.
This Announcement nor any part of it constitutes nor forms part
of any offer to issue or sell, or the solicitation of an offer to
acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Australia, Canada,
Japan or the Republic of South Africa, New Zealand or any other
jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such
jurisdiction.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa or New Zealand in relation to the Placing Shares, and
the Placing Shares have not been, nor will they be, registered
under or offered in compliance with the securities laws of any
state, province or territory of Australia, Canada, Japan, the
Republic of South Africa or New Zealand. Accordingly, the Placing
Shares may not (unless an exemption under the relevant securities
laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into Australia, Canada, Japan, the Republic of
South Africa or New Zealand or any other jurisdiction outside the
United Kingdom in which the same would be unlawful.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any such action.
All offers of the Placing Shares in the United Kingdom or the
EEA will be made pursuant to an exemption under the EU Prospectus
Regulation and/or the UK Prospectus Regulation from the requirement
to produce a prospectus. In the United Kingdom, this Announcement
is being directed solely at persons in circumstances in which
section 21(1) of the Financial Services and Markets Act 2000 (as
amended) (the "FSMA") does not require the approval of the relevant
communication by an authorised person.
This Announcement should be read in its entirety. By
participating in the Bookbuild and the Placing, each Investor (as
defined below) will be deemed to have read and understood this
Announcement in its entirety; to be acquiring Placing Shares on the
terms and conditions contained herein; and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in these Terms and Conditions.
Various dates referred to in this Announcement are stated on the
basis of the expected timetable for the Placing. It is possible
that some of these dates may be changed. References to time in this
Announcement are to London time, unless otherwise stated.
It is expected that the Placing Shares will be allotted,
conditionally upon Admission, on 4 April 2023, or, in any case, by
such later time and/or date as the Company, Zeus and Strand may
agree, being not later than 18 April 2023 ("Long Stop Date").
(a) Introduction
These Terms and Conditions apply to Relevant Persons making an
offer to acquire Placing Shares under the Placing. Each such
Relevant Person, who confirms its agreement to Zeus and the Company
(whether orally or in writing) to acquire Placing Shares under the
Placing (an "Investor"), hereby agrees with Zeus and the Company to
be bound by the form of acceptance issued by Zeus to such Investor
and these Terms and Conditions, being the terms and conditions upon
which Placing Shares will be sold under the Placing. An Investor
shall, without limitation, become so bound if Zeus confirms to such
Investor its allocation of Placing Shares under the Placing.
Upon being notified of its allocation of Placing Shares in the
Placing, an Investor shall be contractually committed to acquire
the number of Placing Shares allocated to it at the Issue Price
and, to the fullest extent permitted by law, will be deemed to have
agreed not to exercise any rights to rescind or terminate or
otherwise withdraw from such commitment. Dealing may not begin
before any notification is made.
(b) Details of the Placing Agreement and the Placing Shares
Strand is acting as nominated adviser to the Company and Zeus is
acting as sole broker and bookrunner in connection with the
Placing. The Company has today entered into the Placing Agreement
with Zeus and Strand. Pursuant to the Placing Agreement, Zeus has,
subject to the terms and conditions set out in the Placing
Agreement, agreed to use reasonable endeavours, as agent of the
Company, to procure subscribers for the Placing Shares.
The Placing is conditional on the Placing Agreement becoming
unconditional and not being terminated in accordance with its
terms.
The Placing is not being underwritten by either Strand or Zeus
or any other person.
The Placing Shares will, when issued, be subject to the
Articles, be credited as fully paid and rank pari passu in all
respects with each other and with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid in respect of Ordinary Shares
after Admission.
The Placing Shares will be issued free of all pre-emption
rights, any encumbrance, lien or other security interest.
(c) Application for Admission
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. Subject to the
satisfaction or waiver of the conditions of the Placing Agreement
(the "Conditions"), it is expected that Admission will take place
and dealings in the Placing Shares will commence on AIM on or
around 8.00 a.m. on 4 April 2023 (or such later date as the
Company, Zeus and Strand may agree in writing, in any event being
not later than the Long Stop Date). It is expected that Investors
who wish to hold their Placing Shares in CREST will be credited
with their Placing Shares in CREST on or around 4 April 2023.
(d) Bookbuild
Commencing today, Zeus will be conducting an accelerated
bookbuilding process to determine demand for participation in the
Placing (the "Bookbuild"). This Announcement gives details of the
terms and conditions of, and the mechanics of participation in, the
Placing through the Bookbuild. However, Zeus will be entitled to
effect the Placing by such alternative method to the Bookbuild as
it may, after consultation with the Company, determine. No
commissions will be paid by or to Investors in respect of any
participation in the Placing or subscription for Placing
Shares.
(e) Participation in, and principal terms of, the Bookbuild
Participation in the Bookbuild and the Placing is by invitation
only and will only be available to persons who may lawfully be, and
are, invited to participate by Zeus. Zeus and Zeus Affiliates (as
defined below) are entitled to participate as Investors in the
Bookbuild.
The Bookbuild will establish the number of Placing Shares to be
issued pursuant to the Placing at the Issue Price. The Issue Price
per Placing Share is fixed at 6 pence and is payable to Zeus (as
agent of the Company) by all Investors.
The book will open with immediate effect. The Bookbuild is
expected to close not later than 5 p.m. on 31 March 2023, but may
be closed at such earlier or later time as Zeus may, in its
absolute discretion (after consultation with the Company),
determine. A further announcement will be made following the close
of the Bookbuild detailing the number of Placing Shares to be
subscribed for by the Investors at the Issue Price (the "Placing
Results Announcement").
A bid in the Bookbuild will be made on these Terms and
Conditions and will be legally binding on the Investor on behalf of
which it is made and, except with Zeus and Strand's consent, will
not be capable of variation or revocation after the close of the
Bookbuild.
An Investor who wishes to participate in the Bookbuild should
communicate its bid by telephone to its usual sales contact at
Zeus. Each bid should state the number of Placing Shares which the
prospective Investor wishes to subscribe for at the Issue Price. If
successful, Zeus will re-contact and confirm orally to Investors
following the close of the Bookbuild the size of their respective
allocations and a form of acceptance will be despatched as soon as
possible thereafter. Zeus's oral confirmation of the size of
allocations and each Investor's oral commitments to accept the same
will constitute an irrevocable legally binding agreement in favour
of the Company and Zeus pursuant to which each such Investor will
be required to accept the number of Placing Shares allocated to
such Investor at the Issue Price and otherwise on these Terms and
Conditions and in accordance with the Articles. Each Investor's
allocation and commitment will be evidenced by a form of acceptance
issued by Zeus to such Investor. These Terms and Conditions will be
deemed incorporated in that form of acceptance.
Zeus reserves the right to scale back the number of Placing
Shares to be subscribed by any Investor in the event that the
Placing is oversubscribed. Zeus also reserves the right not to
accept offers to subscribe for Placing Shares or to accept such
offers in part rather than in whole. The acceptance and, if
applicable, scaling back of offers shall be at the absolute
discretion of Zeus.
Each Investor's obligations will be owed to the Company and to
Zeus. Following the oral confirmation referred to above, each
Investor will also have an immediate, separate, irrevocable and
binding obligation, owed to the Company and Zeus, as agent of the
Company, to pay to Zeus (or as Zeus may direct) in cleared funds an
amount equal to the product of the Issue Price and the number of
Placing Shares allocated to such Investor.
To the fullest extent permissible by law, none of Zeus, any
subsidiary of Zeus, any branch, affiliate or associated undertaking
of Zeus or of any such subsidiary nor any of their respective
directors, officers, employees, agents or advisers (each an "Zeus
Affiliate") nor any person acting on their behalf shall have any
liability to Investors (or to any other person whether acting on
behalf of an Investor or otherwise). In particular, none of Zeus,
any Zeus Affiliate nor any person acting on their behalf shall have
any liability (including, to the extent legally permissible, any
fiduciary duties), in respect of its conduct of the Bookbuild or of
such alternative method of effecting the Placing as Zeus may
determine.
To the fullest extent permissible by law, none of Strand, any
subsidiary of Strand, any branch, affiliate or associated
undertaking of Strand or of any such subsidiary nor any of their
respective directors, officers, employees, agents or advisers (each
an "Strand Affiliate") nor any person acting on their behalf shall
have any liability to Investors (or to any other person whether
acting on behalf of an Investor or otherwise). In particular, none
of Strand, any Strand Affiliate nor any person acting on their
behalf shall have any liability (including, to the extent legally
permissible, any fiduciary duties), in respect of its conduct of
the Placing and Admission or of such alternative method of
effecting the Placing and Admission as Strand may determine.
All obligations of Zeus and Strand under the Placing will be
subject to fulfilment of the conditions referred to in this
Announcement including without limitation those referred to below
under "Conditions of the Placing".
(f) Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of Zeus and Strand under the Placing Agreement
are conditional, among other things, upon:
(i) none of the warranties given by the Company in the Placing
Agreement being or having become untrue, inaccurate or misleading
in any respect at any time before Admission, and no fact or
circumstance having arisen which would render any of the Warranties
untrue or inaccurate or misleading prior to Admission;
(ii) the Company having fully performed its obligations under
the Placing Agreement to the extent that they fall to be performed
prior to Admission;
(iii) the obligations of Zeus and Strand not having been
terminated (as described below under "Right to terminate under the
Placing Agreement"); and
(iv) Admission of the Placing Shares occurring not later than
8.00 a.m. on 4 April 2023 or such later time and/or date as Zeus,
Strand and the Company may agree (but in any event not later than
18 April 2023).
If (a) the Conditions of the Placing are not fulfilled (or to
the extent permitted under the Placing Agreement waived by Zeus and
Strand), or (b) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse and each
Investor's rights and obligations hereunder shall cease and
determine at such time and no claim may be made by an Investor in
respect thereof. None of Zeus, any Zeus Affiliate, Strand, any
Strand Affiliate, the Company, nor any subsidiary of the Company,
nor any branch, Affiliate or associated undertaking of any such
company nor any of their respective directors, officers and
employees (each a "Cordel Affiliate") shall have any liability to
any Investor (or to any other person whether acting on behalf of an
Investor or otherwise) in respect of any decision it may make as to
whether or not to waive or to extend the time and/or date for the
satisfaction of any condition in the Placing Agreement or in
respect of the Placing generally.
By participating in the Placing, each Investor agrees that Zeus
and Strand's rights and obligations in respect of the Placing
terminate, inter alia, in the circumstances described below under
"Right to terminate under the Placing Agreement".
(g) Right to terminate under the Placing Agreement
Zeus and Strand have the right to terminate the Placing
Agreement in certain circumstances prior to Admission, in
particular, in the event of a breach of the warranties given to
Zeus and Strand in the Placing Agreement, a material breach by the
Company of any provision of the Placing Agreement, any material
adverse change in the financial or trading position or prospects of
the Company or any Group Company has or will occur and the
occurrence of an event or other matter (including, without
limitation, any change or development in economic, financial,
political, diplomatic or other market conditions or any change in
any government regulation) which, in the good faith opinion of Zeus
and Strand, is (or will be if it occurs) likely materially and
prejudicially to affect the financial position or the business or
prospects of the Company or otherwise makes it impractical or
inadvisable for Zeus or Strand to perform their respective
obligations under the Placing Agreement. For the purposes of the
placing Agreement, "market conditions" includes conditions
affecting securities in the business sector in which the Company
operates and conditions affecting securities generally. By
participating in the Placing, each Investor agrees with Zeus and
Strand that the exercise by Zeus and Strand of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of Zeus and Strand and that
neither Zeus nor Strand need make any reference to the
Investors
in this regard and that, to the fullest extent permitted by law,
neither the Company, Zeus, any Zeus Affiliate, Strand and any
Strand Affiliate, nor any Cordel Affiliate shall have any liability
whatsoever to the Investors in connection with any such exercise or
failure to so exercise.
If the Placing Agreement is terminated in accordance with its
terms, the rights obligations of each Investor in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim can be made by any Investor in respect
thereof.
By participating in the Placing, each Investor agrees that its
rights and obligations terminate only in the circumstances
described above and will not be capable of rescission or terminated
by if after the issue by Zeus of a form of confirmation confirming
each Investor's allocation and commitment in the Placing.
(h) No Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No offering document or prospectus has been or will be
submitted to be approved by the Financial Conduct Authority ("FCA")
in relation to the Placing or the Placing Shares and Investors'
commitments will be made solely on the basis of the information
contained in this Announcement and their own assessment of the
Company and the Placing Shares.
Each Investor, by accepting a participation in the Placing,
agrees that the content of this Announcement is exclusively the
responsibility of the Company and confirms to Zeus, Strand and the
Company that it has neither received nor relied on any information,
representation, warranty or statement made by or on behalf of Zeus
and / or Strand (other than the amount of the relevant Placing
participation in the oral confirmation given to Investors and the
form of acceptance referred to below), any Zeus Affiliate, Strand
Affiliate any persons acting on its or their behalf or the Company
or any Cordel Affiliate and none of Zeus, any Zeus Affiliate,
Strand, Strand Affiliate any persons acting on their behalf, the
Company, any Cordel Affiliate nor any persons acting on their
behalf will be liable for the decision of any Investor to
participate in the Placing based on any other information,
representation, warranty or statement which the Investor may have
obtained or received (regardless of whether or not such
information, representation, warranty or statement was given or
made by or on behalf of any such persons). By participating in the
Placing, each Investor acknowledges to and agrees with Zeus for
itself and as agent for the Company that, except in relation to the
information contained in this Announcement, it has relied on its
own investigation of the business, financial or other position of
the Company in deciding whether to participate in the Placing. No
Investor should consider any information in this Announcement to be
legal, regulatory, business, financial or tax advice. Each Investor
should consult its own legal adviser, regulatory adviser, business
adviser, financial adviser and tax adviser for legal, regulatory,
business, financial and tax advice regarding an investment in the
Placing Shares. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Neither Zeus nor Strand make any representations to any Investor
regarding an investment in the Placing Shares.
(i) Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the CREST system, using the
delivery versus payment mechanism, subject to certain exceptions.
Zeus reserves the right to require settlement for and delivery of
the Placing Shares to Investors by such other means as Zeus may
deem necessary, including, without limitation, if delivery or
settlement is not possible or practicable within the CREST system
within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in the Investor's
jurisdiction.
The expected timetable for settlement will be as follows:
Trade Date 31 March 2023
Settlement Date 4 April 2023
ISIN Code GB00BYZQM590
SEDOL BYZQM59
Deadline for input instruction into CREST 5.00 p.m. on 31 March 2023
CREST ID for Zeus 601
Each Investor allocated Placing Shares in the Placing will be
sent a form of acceptance stating the number of Placing Shares
allocated to it, the Issue Price, the aggregate amount owed by such
Investor to Zeus and settlement instructions. Investors should
settle against the Zeus CREST ID shown above. It is expected that
such form of acceptance will be despatched shortly following the
close of the Bookbuild. Each Investor agrees 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 it has in place with Zeus.
It is expected that settlement will take place on the Settlement
Date shown above on a delivery versus payment basis in accordance
with the instructions set out in the form of acceptance unless
otherwise notified by Zeus.
Interest is chargeable daily on payments not received from
Investors on the due date in accordance with the arrangements set
out above at the rate of two percentage points above the base rate
of HSBC Bank Plc.
Each Investor is deemed to agree that if it does not comply with
these obligations, Zeus may sell any or all of the Placing Shares
allocated to the Investor on such Investor's behalf and retain from
the proceeds, for Zeus's own account and profit, an amount equal to
the aggregate amount owed by the Investor plus any interest due.
The Investor will, however, remain liable for any shortfall below
the aggregate amount owed by such Investor and it may be required
to bear any stamp duty or stamp duty reserve tax or other taxes or
duties (together with any interest or penalties) which may arise in
any jurisdiction upon the sale of such Placing Shares on such
Investor's behalf. Legal and/or beneficial title in and to the
Placing Shares shall not pass to the relevant Investor until such
time as it has fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Investor should ensure that the form of
acceptance is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Investor's name
or that of its nominee or in the name of any person for whom the
Investor is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to any levy, stamp duty or stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither Zeus nor the Company shall be
responsible for the payment thereof. Investors will not be entitled
to receive any fee or commission in connection with the
Placing.
(j) Agreement to acquire Placing Shares
The Placing is conditional on:
(a) Admission occurring and becoming effective by 8.00 a.m.
(London time) on 4 April 2023 (or such later time and/or date as
the Company, Zeus and Strand may agree being not later than the
Long Stop Date);
(b) the Placing Agreement being otherwise unconditional in all
respects and not having been terminated in accordance with its
terms on or before Admission; and
(c) the confirmation mentioned under paragraph (e) above, an
Investor agrees to become a member of the Company and agrees to
acquire Placing Shares at the Issue Price. The number of Placing
Shares acquired by such Investor under the Placing shall be in
accordance with the arrangements described above.
(k) Payment for Placing Shares
Each Investor undertakes to pay the Issue Price for the Placing
Shares acquired by such Investor in such manner as shall be
directed by Zeus. In the event of any failure by an Investor to pay
as so directed by Zeus, the relevant Investor shall be deemed
hereby to have appointed Zeus or its nominee to sell (in one or
more transactions) any or all of the Placing Shares in respect of
which payment has not been made as so directed by Zeus and to have
agreed to indemnify on demand Zeus in respect of any liability for
stamp duty and/or stamp duty reserve tax arising in respect of any
such sale or sales.
(l) Representations and warranties
By participating in the Placing, each Investor and, to the
extent applicable, any person confirming its agreement to acquire
Placing Shares on behalf of an Investor, will irrevocably
acknowledge, confirm, agree, undertake, represent and warrant to
each of Zeus, Strand and the Company that:
(i) the Investor has read this Announcement in its entirety and
acknowledges that its participation in the Placing shall be made
solely on the terms and subject to the conditions set out in these
Terms and Conditions, the Placing Agreement and the Articles. Such
Investor agrees that these Terms and Conditions and the form of
acceptance issued by Zeus to such Investor represent the whole and
only agreement between the Investor, Zeus and the Company in
relation to the Investor's participation in the Placing and
supersedes any previous agreement between any of such parties in
relation to such participation. Accordingly, all other terms,
conditions, representations, warranties and other statements which
would otherwise be implied (by law or otherwise) shall not form
part of these Terms and Conditions. Such Investor agrees that none
of the Company, Zeus, Strand nor any of their respective officers
or directors will have any liability for any such other information
or representation and irrevocably and unconditionally waives any
rights it may have in respect of any such other information or
representation;
(ii) the content of this Announcement is exclusively the
responsibility of the Company and the Directors and that neither
Zeus nor any person affiliated with Zeus, Strand nor any person
affiliated to Strand or acting on their behalf is responsible for
or shall have any liability for any information, representation or
statement contained in this Announcement or any information
previously published by or on behalf of the Company or any member
of the Group and will not be liable for any decision by an Investor
to participate in the Placing based on any information,
representation or statement contained in this Announcement or
otherwise;
(iii) the Investor has not relied on Zeus or any person
affiliated with Zeus, Strand nor any person affiliated to Strand in
connection with any investigation of the accuracy of any
information contained in this Announcement or its investment
decision;
(iv) in agreeing to acquire Placing Shares under the Placing,
the Investor is relying on this Announcement and not on any draft
thereof or other information or representation concerning the
Group, the Placing or the Placing Shares. Such Investor agrees that
neither the Company nor Zeus and Strand nor their respective
officers, directors or employees will have any liability for any
such other information or representation and irrevocably and
unconditionally waives any rights it may have in respect of any
such other information or representation;
(v) Neither Zeus nor Strand is making any recommendations to
Investors or advising any of them regarding the suitability or
merits of any transaction they may enter into in connection with
the Placing and each Investor acknowledges that participation in
the Placing is on the basis that it is not and will not be a client
of Zeus or Strand; that each of Zeus and Strand is acting for the
Company and no one else ; that neither Zeus or Strand will be
responsible to anyone else for the protections afforded to its
clients; that neither Zeus or Strand will be responsible for anyone
other than the Company for providing advice in relation to the
Placing, the contents of this Announcement or any transaction,
arrangements or other matters referred to herein; and that neither
Zeus nor Strand will be responsible for anyone other than the
Company in respect of any representations, warranties, undertakings
or indemnities contained in the Placing Agreement or for the
exercise or performance of Zeus and Strand's rights and obligations
thereunder, including any right to waive or vary any condition or
exercise any termination right contained therein;
(vi) save in the event of fraud on its part (and to the extent
permitted by the rules of the FCA), neither Zeus, Strand nor any of
their Affiliates, agents, officers, directors or employees shall be
liable to an Investor for any matter arising out of the role of
Zeus as the Company's broker and Strand as the Company's nominated
adviser or otherwise, and that where any such liability
nevertheless arises as a matter of law each Investor will
immediately waive any claim against either Zeus and / or Strand and
any of its respective directors and employees which an Investor may
have in respect thereof;
(vii) the Investor has complied with all applicable laws and
such Investor will not infringe any applicable law as a result of
such Investor's agreement to acquire Placing Shares under the
Placing and/or acceptance thereof or any actions arising from such
Investor's rights and obligations under the Investor's agreement to
acquire Placing Shares under the Placing and/or acceptance thereof
or under the Articles;
(viii) all actions, conditions and things required to be taken,
fulfilled and done (including the obtaining of necessary consents)
in order: (i) to enable the Investor lawfully to enter into, and
exercise its rights and perform and comply with its obligations to
acquire the Placing Shares under the Placing; and (ii) to ensure
that those obligations are legally binding and enforceable, have
been taken, fulfilled and done. The Investor's entry into, exercise
of its rights and/or performance under, or compliance with its
obligations under the Placing, does not and will not violate: (a)
its constitutional documents; or (b) any agreement to which the
Investor is a party or which is binding on the Investor or its
assets;
(ix) it understands that no action has been or will be taken in
any jurisdiction by the Company, Zeus, Strand or any other person
that would permit a public offering of the Placing Shares, or
possession or distribution of this Announcement, in any country or
jurisdiction where action for that purpose is required;
(x) the Investor is a Relevant Person and in all cases is
capable of being categorised as a Professional Client or Eligible
Counterparty for the purposes of the Conduct of Business Sourcebook
of the FCA Handbook;
(xi) if the Investor is in a relevant EEA member state, it is a
Qualified Investor within the meaning of Article 2(e) of EU
Prospectus Regulation and otherwise permitted by law to be offered
and sold Placing Shares in circumstances which do not require the
publication by the Company of a prospectus in accordance with the
EU Prospectus Regulation or other applicable laws;
(xii) if the Investor is in the United Kingdom it: (i) has
professional experience in matters relating to investments who
falls within the definition of "investment professionals" in
Article 19(5) of the FPO; or (ii) falls within Article 49(2) (a) to
(d) ("High Net Worth Companies, Unincorporated Associations, etc")
of the FPO; or (iii) is a person to whom this Announcement may
otherwise lawfully be communicated;
(xiii) in the case of any Placing Shares acquired by an Investor
as a financial intermediary, either:
1. the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their placing or resale to, persons in any relevant member state
of the EEA other than Qualified Investors, or in circumstances in
which the prior consent of Zeus and Strand has been given to the
placing or resale; or
2. where Placing Shares have been acquired by it on behalf of
persons in any relevant member state of the EEA other than
Qualified Investors, the placing of those Placing Shares to it is
not treated under the EU Prospectus Regulation as having been made
to such persons;
(xiv) to the fullest extent permitted by law, the Investor
acknowledges and agrees to the disclaimers contained in this
Announcement and acknowledges and agrees to comply with the selling
restrictions set out in this Announcement;
(xv) the Placing Shares have not been and will not be registered
under the US Securities Act or under the securities legislation of,
or with any securities regulatory authority of, any state or other
jurisdiction of the United States or under the applicable
securities laws of Australia, Canada, Japan, the Republic of South
Africa or New Zealand or where to do so may contravene local
securities laws or regulations;
(xvi) the Investor is, and at the time the Placing Shares are
acquired will be, located outside the United States and eligible to
participate in an "offshore transaction" as defined in and in
accordance with Regulation S;
(xvii) the Investor is not acquiring the Placing Shares as a
result of any "directed selling efforts" as defined in Regulation S
under the US Securities Act or as a result of any form of general
solicitation or general advertising (within the meaning of Rule
502(c) of Regulation D under the US Securities Act);
(xviii) if it is acquiring the Placing Shares for the account of
one or more other persons, it has full power and authority to make
the representations, warranties, agreements and acknowledgements
herein on behalf of each such account;
(xix) the Investor is acquiring the Placing Shares for
investment purposes only and not with a view to any resale,
distribution or other disposition of the Placing Shares in
violation of the US Securities Act or any other United States
federal or applicable state securities laws;
(xx) the Company is not obliged to file any registration
statement in respect of resales of the Placing Shares in the United
States with the US Securities and Exchange Commission or with any
state securities administrator;
(xxi) the Company, the Registrars, and any registrar or transfer
agent or other agent of the Company, will not be required to accept
the registration of transfer of any Placing Shares acquired by the
Investor, except upon presentation of evidence satisfactory to the
Company that the foregoing restrictions on transfer have been
complied with;
(xxii) the Investor invests in or purchases securities similar
to the Placing Shares in the normal course of its business and it
has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an
investment in the Placing Shares;
(xxiii) the Investor has conducted its own investigation with
respect to the Company and the Placing Shares and has had access to
such financial and other information concerning the Company and the
Placing Shares as the Investor deems necessary to evaluate the
merits and risks of an investment in the Placing Shares, and the
Investor has concluded that an investment in the Placing Shares is
suitable for it or, where the Investor is not acting as principal,
for any beneficial owner of the Placing Shares, based upon each
such person's investment objectives and financial requirements;
(xxiv) the Investor or, where the Investor is not acting as
principal, any beneficial owner of the Placing Shares, is able to
bear the economic risk of an investment in the Placing Shares for
an indefinite period and the loss of its entire investment in the
Placing Shares;
(xxv) there may be adverse consequences to the Investor under
tax laws in other jurisdictions resulting from an investment in the
Placing Shares and the Investor has made such investigation and has
consulted such tax and other advisors with respect thereto as it
deems necessary or appropriate;
(xxvi) the Investor is not a resident of the United States,
Australia, Canada, Japan, the Republic of South Africa or New
Zealand or any other jurisdiction where an offer to acquire the
Placing Shares would be unlawful and acknowledges that the Placing
Shares have not been and will not be registered nor will a
prospectus be prepared in respect of the Placing Shares under the
securities legislation of the United States, Australia, Canada,
Japan, or the Republic of South Africa or New Zealand or any other
jurisdiction where an offer to acquire Placing Shares would be
unlawful and, subject to certain exceptions, the Placing Shares may
not be offered or sold, directly or indirectly, in or into those
jurisdictions;
(xxvii) the Investor is 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 it or any
other person on the acquisition by it of any Placing Shares or the
agreement by it to acquire any Placing Shares;
(xxviii) in the case of a person who confirms to Zeus on behalf
of an Investor an agreement to acquire Placing Shares under the
Placing and/or who authorises Zeus to notify such Investor's name
to the Registrars, that person represents that he has authority to
do so on behalf of the Investor;
(xxix) the Investor has complied with its obligations under the
Criminal Justice Act 1993, MAR, Section 118 of FSMA and, in
connection with money laundering and terrorist financing, under the
Proceeds of Crime Act 2002, the Terrorism Act 2000, the
Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006
and the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 (as amended) ("Money
Laundering Regulations 2017") and any other applicable law
concerning the prevention of money laundering and, if it is making
payment on behalf of a third party, that: (i) satisfactory evidence
has been obtained and recorded by it to verify the identity of the
third party; and (ii) arrangements have been entered into with the
third party to obtain from the third party copies of any
identification and verification data immediately on request as
required by the Money Laundering Regulations 2017 and, in each
case, agrees that pending satisfaction of such obligations,
definitive certificates (or allocation under the CREST system) in
respect of the Placing Shares comprising the Investor's allocation
may be retained at Zeus's discretion;
(xxx) the Investor agrees that, due to anti-money laundering and
the countering of terrorist financing requirements, Zeus, Strand
and/or the Company may require proof of identity of the Investor
and related parties and verification of the source of the payment
before the application can be processed and that, in the event of
delay or failure by the Investor to produce any information
required for verification purposes, Zeus, Strand and/or the Company
may refuse to accept the application and the moneys relating
thereto. The Investor holds harmless and will indemnify Zeus,
Strand and/or the Company against any liability, loss or cost
ensuing due to the failure to process this application, if such
information as has been required has not been provided by it or has
not been provided on a timely basis;
(xxxi) the Investor is not, and is not applying as nominee or
agent for, a person which is, or may be, mentioned in any of
sections 67, 70, 93 and 96 of the Finance Act 1986 (depository
receipts and clearance services);
(xxxii) the Investor has complied with and will comply with all
applicable provisions of FSMA with respect to anything done by the
Investor in relation to the Placing in, from or otherwise involving
the UK;
(xxxiii) it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom, except to
persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in
circumstances which have not resulted and which will not result in
an offer to the public in the United Kingdom within the meaning of
section 85(1) of FSMA;
(xxxiv) represents and warrants that its participation in the
Placing would not give rise to an offer being required to be made
by it or any person with whom it is acting in concert pursuant to
Rule 9 of the City Code on Takeovers and Mergers;
(xxxv) if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities in advance of the
Placing, it confirms that it has received such information within
the market soundings regime provided for in article 11 of MAR and
associated delegated regulations and it has not:
(i) used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or
any such financial instruments;
(ii) used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the
Company or financial instruments related thereto or to cancel or
amend an order concerning the Company's securities or such
financial instruments; or
(v) disclosed such information to any person, prior to the
information being made publicly available;
(xxxvi) in the case of a person who confirms to Zeus on behalf
of an Investor an agreement to acquire Placing Shares under the
Placing and who is acting on behalf of a third party, that the
terms on which the Investor (or any person acting on its behalf)
are engaged enable it to make investment decisions in relation to
securities on that third party's behalf without reference to that
third party;
(xxxvii) the exercise by Zeus and / Strand of any rights or
discretions under the Placing Agreement shall be within its
absolute discretion and Zeus and Strand need not have any reference
to any Investor and shall have no liability to any Investor
whatsoever in connection with any decision to exercise or not to
exercise or to waive any such right and each Investor agrees that
it shall have no rights against either Zeus and / or Strand or any
of their Affiliates, agents, officers, directors or employees under
the Placing Agreement;
(xxxviii) it irrevocably appoints any director of Zeus and / or
Strand as its agent for the purposes of executing and delivering to
the Company and/or its Registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares agreed to be taken up by it under the Placing and
otherwise to do all acts, matters and things as may be necessary
for, or incidental to, its acquisition of any Placing Shares in the
event of its failure so to do;
(xxxix) it will indemnify and hold the Company, Zeus, Strand and
its respective Affiliates harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this paragraph (l) and further agrees that the
provisions of this paragraph will survive after completion of the
Placing;
(xl) Zeus and / or Strand may, in accordance with applicable
legal and regulatory provisions, engage in transactions in relation
to the Placing Shares and/or related instruments for its own
account and, except as required by applicable law or regulation,
neither Zeus nor Strand will make any public disclosure in relation
to such transactions; and
(xli) Zeus and Strand and each of their respective Affiliates,
each acting as an investor for its or their own account(s), may bid
or subscribe for and/or purchase Placing Shares and, in that
capacity, may retain, purchase, offer to sell or otherwise deal for
its or their own account(s) in the Placing Shares, any other
securities of the Company or other related investments in
connection with the Placing or otherwise. Accordingly, references
in this Announcement to the Placing Shares being offered,
subscribed, acquired or otherwise dealt with should be read as
including any offer to, or subscription, acquisition or dealing by
Zeus and/or any Zeus Affiliates, Strand and / or any Strand
Affiliates acting as an investor for its or their own account(s).
Neither Zeus, Strand nor the Company intend to disclose the extent
of any such investment or transaction otherwise than in accordance
with any legal or regulatory obligation to do so.
The foregoing representations, warranties and undertakings are
given for the benefit of the Company, Zeus and Strand and are
irrevocable. The Company, Zeus, Strand and their Affiliates will
rely upon the truth and accuracy of each of the foregoing
representations, warranties and undertakings.
(m) Supply and disclosure of information
If any of Zeus, Strand or the Company or any of their respective
agents request any information about an Investor's agreement to
acquire Placing Shares, such Investor must promptly disclose it to
them and ensure that such information is complete and accurate in
all respects.
(n) Miscellaneous
(a) The rights and remedies of Zeus, Strand and the Company
under these Terms and Conditions are in addition to any rights and
remedies which would otherwise be available to each of them, and
the exercise or partial exercise of one will not prevent the
exercise of others.
(b) On application, each Investor may be asked to disclose, in writing or orally to Zeus:
1. if he/she is an individual, his/her nationality;
2. if he/she is a discretionary fund manager, the jurisdiction
in which the funds are managed or owned; and
3. such other "know your client" information as Zeus may reasonably request.
(c) All documents will be sent at the Investor's risk. They may
be sent by post to such Investor at an address notified by it to
Zeus and / or Strand.
(d) Each Investor agrees to be bound by the Articles once the
Placing Shares which such Investor has agreed to acquire have been
acquired by such Investor.
(e) These provisions may be waived, varied or modified as
regards specific Investors or on a general basis by Zeus and / or
Strand.
(f) The contract to acquire Placing Shares and the appointments
and authorities mentioned herein will be governed by, and construed
in accordance with, the laws of England and Wales. For the
exclusive benefit of Zeus, Strand the Company and the Registrars,
each Investor irrevocably submits (on behalf of itself and on
behalf of any person on whose behalf it is acting) to the exclusive
jurisdiction of the English courts in respect of these matters
(including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or
other obligation arising out of or in connection with such
contract). This does not prevent an action being taken by either
the Company, Zeus or Strand against an Investor in any other
jurisdiction.
(g) In the case of a joint agreement to acquire Placing Shares,
references to an "Investor" in these Terms and Conditions are to
each of such Investors and such joint Investors' liability is joint
and several.
(h) Zeus, Strand and the Company each expressly reserve the
right to modify the Placing (including, without limitation, its
timetable and settlement) at any time before allocations of Placing
Shares under the Placing are determined.
(i The Placing is subject to the satisfaction of the conditions
contained in the Placing Agreement and the Placing Agreement not
having been terminated. The Placing Shares to be issued or sold
pursuant to the Placing will not be admitted to trading on any
stock exchange other than the AIM market of the London Stock
Exchange.
(j) The price and value of shares and any income expected from
them may go down as well as up and investors may not get back the
full amount invested upon disposal of the shares. No statement in
this Announcement is intended to be a profit forecast, and no
statement in this Announcement should be interpreted to mean that
earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company. Past performance is no
guide to future performance, and persons needing advice should
consult an independent financial adviser.
(k) Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
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
IOENKKBNABKDQNN
(END) Dow Jones Newswires
March 30, 2023 12:36 ET (16:36 GMT)
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