TIDMSED
RNS Number : 8202U
Saietta Group PLC
27 November 2023
THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO, THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA),
CANADA, AUSTRALIA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA
OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (596/2014/EU) as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("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. This inside information is
set out in this announcement. Upon the publication of this
announcement, such information will no longer constitute inside
information.
27 November 2023
Saietta Group plc
("Saietta", "the Company" or "the Group")
Proposed Placing, Subscription and Broker Option to raise a
minimum of GBP6.4 million
Saietta Group plc (AIM: SED), the multi-national business which
designs, engineers and manufactures complete electric drivetrain
(eDrive) solutions for electric vehicles, is pleased to announce
its intention to raise a minimum of GBP5.2 million by way of a
placing (the "Placing"), and approximately GBP1.2 million via a
subscription (the "Subscription") (together, the "Fundraising"),
both at an issue price of 17 pence per share (the "Issue Price").
The Company has also issued a Broker Option to Canaccord Genuity
Limited ("Canaccord Genuity"), pursuant to which up to an
additional GBP1.0 million can be raised at the Issue Price until
4.45 p.m. on 12 December 2023.
The Fundraising is being conducted in two tranches.
Approximately GBP1.7 million is proposed to be raised via the Firm
Fundraising (comprising the Firm Placing and the Firm
Subscription), which will utilise the Company's existing
authorities to allot shares and disapply the pre-emption rights
granted at its recent Annual General Meeting. A minimum of GBP4.7
million is proposed to be raised via the Conditional Fundraising
(comprising the Conditional Placing, the Conditional Subscription
and, to the extent it is exercised, the Broker Option), which will
be subject, amongst other things, to the approval of Shareholders
at a general meeting to be convened by the Company.
Highlights:
-- Intention to raise a minimum of GBP6.4 million (before
expenses) through a Placing, a Subscription and a Broker Option, in
each case at a price of 17 pence per share.
-- The Fundraising is expected to satisfy the Company's working
capital requirements through to the end of March 2024, by which
time the Company is expecting to have announced a number of major
commercial developments, described more fully below.
-- Net proceeds from the Fundraising will be used as follows:
o GBP3.5 million - General working capital
o GBP1.0 million - Saietta VNA, to be used for:
-- Working capital; and
-- Capital expenditure
o GBP1.5 million - Repayment of overdue creditors
-- The Issue Price represents a discount of approximately 17 per
cent. to the closing mid-market price of the Company's Ordinary
Shares on Friday 24 November 2023, being the latest practicable
date before this Announcement.
-- The Placing is to be conducted by way of an accelerated
bookbuild process (the "Bookbuild"), to commence immediately
following this Announcement and will be subject to the terms and
conditions set out in Appendix II to this Announcement.
-- In addition, the Company has granted a Broker Option to
Canaccord Genuity which will be available until 4:45 p.m. on 12
December 2023 and is subject to the terms and conditions set out in
Appendix II to this Announcement.
-- The Conditional Fundraising is subject, amongst other things,
to shareholder approval being obtained at a general meeting of the
Company (the "General Meeting") expected to be held on 15 December
2023 in order to allow the issue of the Conditional Fundraising
Shares on a non-pre-emptive basis.
-- A further announcement will be made in the coming days on the
publication of a shareholder circular, which will contain further
details of the Fundraising and the Notice of General Meeting (the "
Circular ").
This Announcement should be read in its entirety. In particular,
your attention is drawn to the detailed terms and conditions of the
Fundraising in Appendix II to this Announcement. Further
information relating to the Fundraising and use of proceeds is set
out below.
By choosing to participate in the Fundraising and by making an
oral and legally binding offer to acquire New Ordinary Shares,
investors will be deemed to have read and understood this
Announcement in its entirety (including the Appendices), and to be
making such offer on the terms and subject to the conditions of the
Fundraising contained herein, and to be providing the
representations, warranties and acknowledgements contained in
Appendix II.
Capitalised terms not otherwise defined in the text of this
Announcement have the meaning given to them in the section headed
"Definitions" in Appendix III below.
Director Participation
David Woolley, David Wilkinson, Emmanuel Clair and Devyani
Vaishampayan, each a Director of the Company, have indicated they
would be willing to participate in the Firm Subscription at the
Issue Price to an aggregate value of approximately GBP350,000. A
further announcement will be made in due course once such dealings
have occurred.
Tony Gott, Executive Chairman of Saietta, commented:
" We are pleased to announce that we had support in this
fundraising from across our investor base including Saietta board
members, the founder of our JV partner in India, all of our largest
existing institutional investors, new institutional investors and a
number of our pre-IPO retail investors who have supported us for
many years.
We suspect these investors all see what the Saietta Board sees -
that we now have proven market demand for both of our families of
eDrives from a mainstream lightweight vehicle manufacturer in our
key target launch market of India, the factory is in place in Delhi
and is manufacturing AFT eDrives and the supply chain is up and
running.
There's a lot of work left to do to ramp up production in India
and the UK but as a Board, we fervently believe that we have the
right products with proven market pull, at the right time with the
right people to drive this through. We look forward to seeing the
first light commercial vehicles powered by Saietta on the roads in
India in the first half of 2024 to help clean up the air in Indian
megacities."
For any further enquiries, please contact:
Saietta Group contact@saietta.com
Tony Gott, Executive Chair
David Woolley, Chief Executive Officer
Canaccord Genuity (Nomad and Broker)
Henry Fitzgerald-O'Connor / Harry Pardoe 0207 523 8000
Expected timetable of events
Announcement of the Fundraising 5.30 p.m. on 27 November 2023
and the Bookbuild
Announcement of the results of the 7.00 a.m. on 28 November 2023
Bookbuild
---------------------------------
Publication of the Circular 28 November 2023
---------------------------------
First Admission and commencement 8.00 a.m. on 1 December 2023
of dealings in the Firm Fundraising
Shares on AIM
---------------------------------
CREST accounts to be credited for 1 December 2023
Firm Fundraising Shares to be held
in uncertificated form
---------------------------------
Dispatch of definitive share certificates within 10 working days of First
for Firm Fundraising Shares to be Admission
held in certificated form
---------------------------------
Latest time and date for Broker 4.45 p.m. on 12 December 2023
Option Exercise
---------------------------------
Latest time and date for receipt 10.00 a.m. on 13 December 2023
of Forms of Proxy and CREST proxy
instructions
---------------------------------
General Meeting 10.00 a.m. on 15 December 2023
---------------------------------
Result of General Meeting announced 15 December 2023
---------------------------------
Second Admission and commencement 8.00 a.m. on 19 December 2023
of dealings in the Conditional Fundraising
Shares on AIM
---------------------------------
CREST accounts to be credited for 19 December 2023
Conditional Fundraising Shares to
be held in uncertificated form
---------------------------------
Dispatch of definitive share certificates within 10 working days of Second
for Conditional Fundraising Shares Admission
to be held in certificated form
---------------------------------
Notes:
1. The Company reserves the right to alter the dates and times
referred to above. If any of the dates and times referred to above
are altered by the Company, the revised dates and times will be
announced through a Regulatory Information Service without
delay.
2. All references to time in this expected timetable of events
are to London time, unless otherwise stated.
Background to and reasons for the Fundraising
The Company is undertaking a Fundraising of a minimum of
37,647,059 new Ordinary Shares in aggregate, to raise funds to
provide further working capital and to generate the financial
resources required to fully capitalise on sales contracts in its
pipeline.
History
Saietta set out with the objective of using the Axial Flux
Technology motor to deliver class-leading efficiency for electric
vehicle drivetrains. The Company was seeking to solve the EV motor
efficiency paradox, in which high efficiency motors are expensive,
and lower efficiency motors require more batteries which increases
vehicle weight and increases cost. The Directors have long believed
that the Company's innovative technology has the potential to solve
the efficiency paradox, providing a high efficiency, low
maintenance, modular motor, that can be sold at a price that is
competitive with low efficiency solutions.
On initial admission to trading on AIM in July 2021, Saietta was
largely a product development company, with a considerable Research
and Development spend, and annual revenues of less than GBP1
million. Since then, the Company has been working to realise the
potential of its technology, developing prototypes into real
commercially attractive products.
During the period since initial admission to trading on AIM, the
Company has evolved from a supplier solely of electric motors to a
supplier of full eDrive systems, having developed power
electronics, transmissions, inverters and Vehicle Control Units
("VCUs") that can be sold incorporating their motors. The Company
has developed a complementary Radial Flux Technology motor for use
in certain lighter-weight vehicles, completed prototyping and
testing on both product lines, established a manufacturing facility
in Sunderland, entered into a joint venture for supply of products
to the Indian market which in turn has built a high-volume
production facility in Delhi.
The Company has also, through partnership with leading vehicle
OEMs, engineered bespoke solutions for prospective customers and
commenced testing in situ to demonstrate the performance benefits
of its products.
As a result of this work, the Company is now demonstrably at the
point of commercialisation. The Directors believe that the
investment in design, engineering and product development, coupled
with the intellectual property that protects the Company's
market-leading technology, has created a business that is very well
placed to capture the opportunity in the high-growth global EV
market.
Commercialisation
As announced on 19 October 2023, the Company has now narrowed
its focus onto high-volume opportunities with established OEMs in
India and the wider Asian region. Since 26 September 2023, the
Company has announced that it has been confirmed as the eDrive
supplier for two product lines with the same global OEM customer.
The Directors believe that these two product lines have the
potential to generate over GBP150 million of revenue for Saietta
VNA, the Company's 49 per cent. owned joint venture, over the
period to 31 March 2028. The Company is also in advanced
discussions on eDrive supply agreements for other product lines
with the same OEM, and on the supply of eDrives to another major
OEM customer. Further information on the Company's near-term
commercial pipeline is set out in a separate paragraph further
below.
The Board believes that the increased scale of commercial
opportunities from the current sales pipeline presents a unique
opportunity for the Company. Whilst the Company has invested
heavily in manufacturing capacity in recent years, additional
funding will be required to deliver the scale of orders expected by
Saietta VNA and Saietta Group in the coming months and years.
Working Capital
On 19 October 2023, the Company announced that it had sufficient
working capital into December 2023. Funding is therefore required
in the immediate term to provide general working capital for the
Company beyond this period.
Given the Company's constrained working capital position, and
the Company's narrowed focus on commercialisation and margin, the
Directors have taken and are taking various actions to optimise the
cost base and improve cash management. Those actions include, but
are not limited to, (i) all supplier purchase orders now requiring
CEO authority, (ii) a planned re-structuring of the teams at the
Saietta sites in Sunderland and Silverstone, (iii) the introduction
of a dedicated "continuous product cost down" team, and (iv) the
further implementation of the Microsoft Business Central ERP
system.
In recent months the Company has also built up a balance of
overdue creditors, to help protect its cash position. As described
further below, the proceeds of the Fundraising will be used, in
part, to pay-down the balance of creditors.
Near-term commercial opportunities and corporate objectives
The Directors believe there are a number of material near-term
commercial opportunities for the Company and for Saietta VNA, the
Company's joint venture in India. The Directors' confidence in each
of these opportunities is derived from advanced conversations that
are ongoing with the respective counterparty.
Set out below is the pipeline of material near-term contract
opportunities, the status of each, and the Company's milestone
targets for March 2024.
Saietta VNA Joint Venture
- Supply of AFT eDrive for initial OEM customer (3-wheel vehicle)
Indicative revenue for Saietta VNA to 31 March 2028: GBP85
million
Forecast contract commencement date: November 2023 (pilot
production commenced)
Status: Purchase order received for pilot production as
announced 27 September 2023
- Supply of RFT eDrive for initial OEM customer (3-wheel vehicle)
Indicative revenue for Saietta VNA to 31 March 2028: GBP71
million
Forecast contract commencement date: March 2024 (pilot
production commences)
Status: Purchase order received for pilot production as
announced 13 November 2023
- Supply of RFT eDrive for separate OEM customer (2-wheel vehicle)
Indicative revenue for Saietta VNA to 31 March 2028: GBP92
million
Forecast contract commencement date: January 2025
Target milestone by March 2024: Proof of concept letter from
customer
- Supply of AFT eDrive for initial OEM customer (4-wheel vehicle)
Indicative revenue for Saietta VNA to 31 March 2028: GBP60
million
Forecast contract commencement date: March 2024
Target milestone by March 2024: Initial purchase order from
customer
Saietta Group plc
- Contract manufacturing of Electrical Steering Pump
Indicative Group revenue to 31 March 2028: GBP58 million
Forecast contract commencement date: August 2024
Target milestone by March 2024: Letter of Intent from
customer
The Company has also established the following additional
objectives, for completion by 31 March 2024:
- Complete the cost rationalisation and Company re-structure exercise;
- Recruit a new full-time Group Chief Financial Officer; and
- Materially progress the monetisation of intellectual property
held over the Group's marine products.
Further to the announcement on 1 August 2023, the Directors also
believe that material royalty payments in respect of the
intellectual property that the Company licensed to Consolidated
Metco Inc ("ConMet") will commence during the financial year ending
31 March 2026. The assumptions in respect of these royalty payments
are set out in Appendix I to this announcement.
Use of proceeds and working capital requirements
The Directors intend that the net proceeds from the Fundraising
will be used for the following purposes:
-- GBP3.5 million - General working capital
-- GBP1.0 million - Saietta VNA to be used for:
o Working capital; and
o Capital expenditure
-- GBP1.5 million - Repayment of overdue creditors
The Directors believe that the minimum anticipated net proceeds
of the Fundraising of GBP6.0 million are sufficient to satisfy the
Company's working capital requirements through to the end of March
2024. Any additional proceeds receivable from the Bookbuild will be
used to provide additional working capital to the Group and to
strengthen the Company's joint venture operations in India, where
the majority of near term contract wins are expected to be
generated from. Proceeds from the Broker Option (if exercised)
would likely be applied in a similar manner.
The Directors had forecast that the Company would require
funding of at least GBP11 million in order that the Company would
not require further funds in the foreseeable future. The Directors
believe that the Company's cash low point will be in November 2024,
beyond which time the Company is expected to be cash
generative.
Unless there are significant additional proceeds receivable from
the Bookbuild and the Broker Option, the Company expects to have an
additional capital requirement in H1 2024. However, as described
above, the Directors believe that by this time the Company will
have secured further contracts with major customers and will be in
a stronger position to raise further funds, with clear visibility
over its near-term, de-risked commercial pipeline. The Company will
explore all available options at this time in order to secure
funding on the most favourable terms. The Company is already in
initial discussions with new commercial / strategic customers that
could provide an element of financing and other options that will
be explored may include investment or other financial support from
one of its existing OEM relationships, debt financing, or a further
equity fundraise.
Forecast financial information
The Company is forecasting the below key financial information.
The conditions and assumptions that support these forecasts are set
out in Appendix I to this Announcement.
Group Revenue and EBITDA forecasts
The below forecasts are the Board's estimates only, using
internal assumptions; not independently verified or reported on.
The majority of forecast revenues remain uncontracted and actual
results will differ. Appendix I to this announcement provides the
basis for compilation of forecasts and the principal assumptions
used.
Financial year to 31 March FY23/24 FY24/25 FY25/26 FY26/27 FY27/28
GBPm GBPm GBPm GBPm GBPm
=========================== ======= ======= ======= ======= =======
Revenue - upside 2.7 27.2 29.7 36.1 45.5
------- ------- ------- ------- -------
Revenue - base case 2.7 17.4 26.8 30.6 35.4
------- ------- ------- ------- -------
Revenue - downside 2.7 15.2 23.5 25.7 27.8
------- ------- ------- ------- -------
EBITDA* - upside (13.6) 2.2 11.1 25.4 34.4
------- ------- ------- ------- -------
EBITDA* - base case (13.7) (7.6) 4.4 17.1 21.1
------- ------- ------- ------- -------
EBITDA* - downside (14.0) (10.2) 0.7 3.7 4.9
--------------------------- ------- ------- ------- ------- -------
*Including Share of Associate profits related to earnings
generated in Saietta VNA
Forecast Group EBITDA breakdown
Financial year to 31 March FY23/24 FY24/25 FY25/26 FY26/27 FY27/28
GBPm GBPm GBPm GBPm GBPm
============================= ======= ======= ======= ======= =======
Share of Associate earnings -1.2 -0.5 4.5 16.0 18.3
------- ------- ------- ------- -------
Licence fees 0.0 0.9 4.4 7.6 9.4
------- ------- ------- ------- -------
EBITDA attributable to Group
operations -12.5 -8.1 -4.5 -6.6 -6.5
----------------------------- ------- ------- ------- ------- -------
EBITDA* (13.7) (7.6) 4.4 17.1 21.1
------- ------- ------- ------- -------
*Including Share of Associate profits related to earnings
generated in Saietta VNA
Saietta VNA Revenue & EBITDA forecast
The below forecast relates to the Company's 49 per cent. owned
joint venture, Saietta VNA. This forecast has been prepared by
Saietta VNA and reviewed by Saietta Group PLC management. Revenue
and EBITDA forecasts are based on expected but largely uncontracted
sales volumes. Accordingly, actual results will differ.
Financial year to 31 March FY23/24 FY24/25 FY25/26 FY26/27
GBPm GBPm GBPm GBPm
=========================== ======= ======= ======= =======
Revenue 0.6 24.8 70.5 180.0
EBITDA -1.4 1.4 13.3 42.1
--------------------------- ------- ------- ------- -------
Current Trading
On 19 October 2023, the Company announced its audited financial
results for the year ended 31 March 2023, showing revenue and other
income from continuing operations of GBP5.1 million (2022: GBP4.3
million), an adjusted EBITDA loss of GBP14.0 million (2022: GBP4.4
million loss) and a loss before tax of GBP28.3 million (2022:
GBP11.1 million). Net assets of the Group as at 31 March 2023 were
GBP29.2 million (31 March 2022: GBP32.8 million) and the Company's
cash position was GBP7.2 million (31 March 2022: GBP18.4
million).
For full details please see the Company's results announcement
for the year ended 31 March 2023 released on 19 October 2023.
The Company intends to announce its unaudited financial results
for the six months to 30 September 2023 in late December 2023.
Since 30 September 2023, whilst carefully managing its cash and
creditor balances, the Company has continued to selectively invest
in its product and manufacturing capabilities to ensure that
Company can address its commercial opportunities and growing sales
pipeline as further described above.
The Company had a cash balance of approximately GBP700,000 as at
the end of October 2023. Notably, the Company has been producing
eDrives for AYRO Inc, its initial US customer, since August 2022,
and a payment of approximately GBP386,000 for scheduled product
deliveries has recently been received.
As at the date of this Announcement, the Directors are
accordingly confident of the Company meeting its revenue and EBITDA
expectations for the financial year ending 31 March 2024, as
described above.
Management Update
On 6 October 2023, the Company announced that Steve Harrison,
Chief Financial Officer, had given notice of his intention to
resign as an officer and Director of the Company, remaining in his
role for a period of time to ensure a smooth transaction of
responsibilities to his replacement.
Following the announcement on 19 October 2023, which stated that
David Wilkinson, the Non-Executive Deputy Chairman of the Company
and Chair of the Audit Committee, had been appointed as Interim
Chief Financial Officer, the terms of Steve Harrison's departure
from the Company have now been agreed. Mr Harrison will cease to
work in his current role with the Company from 30 November 2023 and
will formally resign as a statutory Director of the Company on 1
December 2023.
The Board continues its search for a permanent Chief Financial
Officer and will make an announcement in due course once an
appointment has been made.
Terms of the Fundraising
The Company is undertaking a Fundraising of a minimum of
37,647,059 new Ordinary Shares, in aggregate, at the Issue Price to
raise funds to provide further working capital and to generate the
financial resources required to capitalise on the anticipated sales
contracts in its pipeline.
The Placing
The Placing will be conducted through an accelerated bookbuild
process which will be launched immediately following this
Announcement and will be subject to the terms and conditions set
out in Appendix II to this Announcement. In addition, the Company
has granted a Broker Option to Canaccord Genuity to place up to
8,823,529 new Ordinary Shares at the Issue Price if there is
additional demand.
The net proceeds from the Broker Option (if exercised) would
provide additional working capital beyond March 2024.
Saietta has today entered into a placing agreement with
Canaccord Genuity to act as the sole bookrunner in relation to the
Placing and the Broker Option.
The Bookbuild will open with immediate effect following release
of this Announcement. The timing of the closing of the Bookbuild,
the number of Placing Shares and allocations are at the discretion
of the Company and Canaccord Genuity. Canaccord Genuity reserves
the right to issue and sell a greater or lesser number of shares
through the Placing and to close the Bookbuild without further
notice. The final number of Placing Shares to be issued pursuant to
the Placing will be agreed by the Company and Canaccord Genuity at
the close of the Bookbuild and the results of the Placing will be
announced as soon as practicable thereafter.
The Placing is being conducted in two tranches. The Firm Placing
will utilise the Company's existing authorities to allot shares and
for the disapplication of pre-emption rights granted at the Annual
General Meeting held on 27 September 2023, whilst the Conditional
Placing will be subject to the approval of Shareholders to allot
the Conditional Placing Shares and to disapply pre-emption rights
in respect of such allotment at the General Meeting. No element of
the Placing is underwritten.
The Firm Placing is anticipated to raise a total of
approximately GBP1.4 million (before expenses). The Firm Placing is
conditional upon, inter alia, First Admission becoming effective at
8.00 a.m. on 1 December 2023 (or such later date as the Company and
Canaccord Genuity may agree, being not later than 8.00 a.m. on 29
December 2023). The Firm Placing is not conditional on completion
of the Conditional Fundraising occurring so there is a possibility
that the Firm Placing may complete and the Firm Placing Shares are
issued but that the Conditional Fundraising does not complete.
The Conditional Placing is anticipated to raise a minimum of
approximately GBP3.8 million (before expenses). In addition to the
passing of the Fundraising Resolution at the General Meeting, the
Conditional Placing is conditional upon, inter alia, First
Admission becoming effective. In addition, the Conditional Placing
is conditional, inter alia, on Second Admission becoming effective
at 8.00 a.m. on 19 December 2023 (or such later date as the Company
and Canaccord Genuity may agree, being not later than 8.00 a.m. on
29 December 2023).
The Company has today entered into the Placing Agreement with
Canaccord Genuity pursuant to which Canaccord Genuity has agreed,
as agent of the Company, to use its reasonable endeavours to
procure subscribers for the Placing Shares at the Issue Price. The
Placing Agreement contains customary indemnities and warranties
from the Company in favour of Canaccord Genuity together with
provisions which enable Canaccord Genuity to terminate the Placing
Agreement in certain circumstances, including circumstances where
any of the warranties are found to be untrue or inaccurate in any
material respect.
The Subscription
Under the Subscription, the Company anticipates raising
approximately GBP1.175 million (before expenses) by way of the
subscription of 6,911,765 new Ordinary Shares at the Issue
Price.
The Subscription is being conducted in two tranches. The Firm
Subscription will utilise the Company's existing authorities to
allot shares and for the disapplication of pre-emption rights
granted at the Annual General Meeting held on 27 September 2023,
whilst the Conditional Subscription will be subject to the approval
of Shareholders to allot the Conditional Subscription Shares and to
disapply pre-emption rights in respect of such allotment at the
General Meeting. No element of the Subscription is
underwritten.
The Firm Subscription is anticipated to raise a total of
approximately GBP0.35 million (before expenses). The Firm
Subscription is conditional upon, inter alia, First Admission
becoming effective at 8.00 a.m. on 1 December 2023 (or such later
date as the Company and Canaccord Genuity may agree, being not
later than 8.00 a.m. on 29 December 2023). The Firm Subscription is
not conditional on completion of the Conditional Fundraising
occurring so there is a possibility that the Firm Subscription may
complete and the Firm Subscription Shares are issued but that the
Conditional Fundraising does not complete.
Each of the following Directors, namely David Woolley, David
Wilkinson, Emmanuel Clair and Devyani Vaishampayan are intending to
enter into Subscription Letters with the Company to participate in
the Firm Subscription and subscribe for, in aggregate, 2,058,824
Firm Subscription Shares at the Issue Price. The Firm Subscription
is being satisfied exclusively by Directors of the Company.
The Conditional Subscription is anticipated to raise a total of
approximately GBP0.83 million (before expenses). In addition to the
passing of the Fundraising Resolution at the General Meeting, the
Conditional Subscription is conditional upon, inter alia, First
Admission becoming effective. In addition, the Conditional
Subscription is conditional, inter alia, on Second Admission
becoming effective at 8.00 a.m. on 19 December 2023 (or such later
date as the Company and Canaccord Genuity may agree, being not
later than 8.00 a.m. on 29 December 2023).
The Company's joint venture partner, Padmini VNA, which owns 51%
of Saietta VNA, is participating in the Conditional Subscription
(the "Padmini Subscription"). Padmini has agreed to subscribe for a
minimum of GBP500,000 in the Conditional Subscription, with the
Company being able to elect to increase the Padmini Subscription to
GBP1 million if the net proceeds of the Fundraising exceed GBP6.8
million. As set out in the paragraph headed Use of Proceeds above,
based on the net proceeds of the Fundraising being GBP6 million,
approximately GBP1 million will be allocated as shareholder funding
into Saietta VNA. Should the net proceeds of the Fundraising allow
it, and the Company elects to take the maximum commitment under the
Padmini Subscription, the Board intends to allocate a further GBP1
million of proceeds to Saietta VNA by the end of March 2024. These
funding commitments are consistent with the Company's working
capital forecasts and the Company will still have sufficient
working capital following the Fundraising until at least the end of
March 2024.
The Broker Option
The Company has granted a Broker Option to Canaccord Genuity
pursuant to the Placing Agreement in order to enable Canaccord
Genuity to deal with any additional demand in the event that
requests to participate in the Fundraising are received during the
period from the date of the publication of the announcement
confirming the close of the Bookbuild until 4.45 p.m. on 12
December 2023 from Relevant Persons (as defined in Appendix II to
this Announcement). The primary purpose of the Broker Option is to
deal with demand from those investors who did not participate in
the Placing. The Broker Option is exercisable by Canaccord Genuity
any number of times up to 4.45 p.m. on 12 December 2023.
Any Broker Option Shares issued pursuant to the exercise of the
Broker Option will be issued on the same terms and conditions as
the Placing Shares, which are set out in Appendix II to this
Announcement, and will comprise up to 8,823,529 new Ordinary Shares
.
The Broker Option may be exercised by Canaccord Genuity in its
absolute discretion, but there is no obligation on Canaccord
Genuity to exercise the Broker Option or to seek to procure
subscribers for any Broker Option Shares from investors pursuant to
the Broker Option.
Admission
Application will be made to London Stock Exchange for admission
to trading of the Firm Fundraising Shares on AIM. It is expected
that settlement of any such shares and First Admission will take
place no later than 8.00 a.m. on 1 December 2023 and that dealings
in the Firm Fundraising Shares on AIM will commence at that
time.
Subject to the passing of the Fundraising Resolution at the
General Meeting, application will be made to London Stock Exchange
for admission to trading of the Conditional Fundraising Shares on
AIM. It is expected that settlement of any such shares and Second
Admission will take place no later than 8.00 a.m. on 19 December
2023 and that dealings in the Conditional Fundraising Shares will
commence at that time.
IMPORTANT INFORMATION
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Canaccord Genuity or by any of its respective affiliates or agents
as to or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
NOTICE TO OVERSEAS PERSONS
This Announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company. In particular, the Placing
Shares have not been, and will not be, registered under the United
States Securities Act of 1933 as amended or qualified for sale
under the laws of any state of the United States or under the
applicable laws of any of Canada, Australia, New Zealand, the
Republic of South Africa or Japan and, subject to certain
exceptions, may not be offered or sold in the United States or to,
or for the account or benefit of, US persons (as such term is
defined in Regulation S under the Securities Act) or to any
national, resident or citizen of Canada, Australia, New Zealand,
the Republic of South Africa or Japan.
The distribution or transmission of this Announcement and the
offering of the Placing Shares in certain jurisdictions other than
the UK may be restricted or prohibited by law or regulation.
Persons distributing this Announcement must satisfy themselves that
it is lawful to do so. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction. No action has been taken by the Company that
would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company to
inform themselves about, and to observe, such restrictions. In
particular, this announcement may not be distributed, directly or
indirectly, in or into the United States, Canada, Australia, New
Zealand, the Republic of South Africa or Japan. Overseas
Shareholders and any person (including, without limitation,
nominees and trustees), who have a contractual or other legal
obligation to forward this Announcement to a jurisdiction outside
the UK should seek appropriate advice before taking any action.
FORWARD-LOOKING STATEMENTS AND FORECASTS
This Announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will", or
"should" or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements include
matters that are not historical facts. They appear in a number of
places throughout this Announcement and include statements
regarding the Directors' current intentions, beliefs or
expectations concerning, among other things, the Group's results of
operations, financial condition, liquidity, prospects, growth,
strategies and the Group's markets.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances.
Actual results and developments could differ materially from those
expressed or implied by the forward-looking statements.
Forward-looking statements may and often do differ materially
from actual results. Any forward-looking statements in this
Announcement are based on certain factors and assumptions,
including the Directors' current view with respect to future events
and are subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Group's operations,
results of operations, growth strategy and liquidity. Whilst the
Directors consider these assumptions to be reasonable based upon
information currently available, they may prove to be incorrect.
Save as required by law or by the AIM Rules, none of Canaccord
Genuity, the Company, nor their respective directors undertakes any
obligation to publicly release the results of any revisions to any
forward-looking statements in this Announcement that may occur due
to any change in the Directors' expectations or to reflect events
or circumstances after the date of this Announcement.
In addition, this Announcement contains forecast revenues,
EBITDA, Share of Associate profit, licence fees and cash flows for
the Group for the five financial years ended 31 March 2028 (the
"Group Forecasts"). Appendix I to this Announcement sets out the
basis of preparation of the Group Forecasts and the key assumptions
made by the Directors in preparing such forecasts. Recipients of
this Announcement should carefully read Appendix I to this
Announcement and should note that the Group Forecasts are based on
expected but largely uncontracted sales volumes and, accordingly,
actual results may differ.
GENERAL
Canaccord Genuity, which is authorised and regulated by the FCA
in the United Kingdom, is acting as Nominated Adviser and Broker to
the Company in connection with the Placing. Canaccord Genuity will
not be responsible to any person other than the Company for
providing the protections afforded to clients of Canaccord Genuity
or for providing advice to any other person in connection with the
Placing. Canaccord Genuity is not making any representation or
warranty, express or implied, as to the contents of this
Announcement. Canaccord Genuity has not authorised the contents of,
or any part of, this Announcement, and no liability whatsoever is
accepted by Canaccord Genuity for the accuracy of any information
or opinions contained in this Announcement or for the omission of
any material information.
The New Ordinary Shares will not be admitted to trading on any
stock exchange other than AIM.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
INTERPRETATION
Certain terms used in this Announcement are defined under the
heading "Definitions" in Appendix III to this Announcement.
All times referred to in this Announcement are, unless otherwise
stated, references to London time.
All references to legislation in this Announcement are to the
legislation of England and Wales unless the contrary is indicated.
Any reference to any provision of any legislation or regulation
shall include any amendment, modification, re-enactment or
extension thereof.
Words importing the singular shall include the plural and vice
versa, and words importing the masculine gender shall include the
feminine or neutral gender and vice versa.
Appendix I
FORECASTS
FORECAST ASSUMPTIONS AND BASIS OF PREPARATION
In this Announcement, the Directors forecast revenues, EBITDA,
Share of Associate profit, licence fees and cash-flow for the Group
for the financial years ending 31 March 2024, 2025, 2026, 2027 and
2028 (the "Group Forecasts").
The Directors have considered the Group Forecasts, which have
been made after due and careful enquiry, and confirm that they
remain valid as at the date of this Announcement and that they been
properly compiled on the basis of the assumptions and accounting
policies set out below.
Basis of preparation
The Group Forecasts have been prepared on a basis consistent
with the accounting policies of the Company, which is in accordance
with IFRS and are the accounting policies that the Company will
apply in preparing its financial statements during the forecast
period.
Key Assumptions
Contract and Downside Case Base Case Upside Case
expected production
start date
AFT 3W - OEM 80-day delay OEM minimum 5-year As Base Case
1. May-24 Y1 base volume reduced volume*: 40,000
by 40% Management target
volume**: 93,000
========================= ======================== =======================
RFT 3W - OEM 6-month delay OEM minimum 5-year Y1 base volume
1. Apr-24 Y1 base volume reduced volume*: 60,000 increased by 40%
by 50% Management target
volume**: 130,000
========================= ======================== =======================
AFT 4W - OEM 6-month delay OEM minimum 5-year Production Start
1. Nov-24 Y1 base volume reduced volume*: 40,000 Aug-24
by 50% Management target Y1 base volume
volume**: 49,000 increased by 33%
========================= ======================== =======================
RFT 2W - OEM 6-month delay OEM minimum 5-year Y1 base volume
2. Apr-25 Y1 base volume reduced volume*: 800,000 increased by 40%
by 60% Management target
volume***: 516,000
========================= ======================== =======================
Sunderland Contract 3-month delay Volume Targets from 3-months ahead
Manufacturing. Y1 base volume reduced Customer of schedule,
Jun-24 by 10% Y1 base volume
increased by 10%
========================= ======================== =======================
ConMet - Revenue and Volumes
FY 25/26 GBP1.11m / 7,000 GBP2.19m / 12,000 GBP3.26m / 16,000
units units units
========================= ======================== =======================
FY26/27 GBP2.24m / 16,000 GBP2.90m / 30,000 GBP5.01m / 34,000
units units units
========================= ======================== =======================
FY27/28 GBP3.32m / 21,000 GBP4.22m / 32,500 GBP6.96m / 47,500
units units units
========================= ======================== =======================
ConMet amounts are based on 2.5% royalty fee applied to Saietta
management's estimate of likely ConMet volumes, pricing, and timing
for sales of the In-Wheel Generator and In-Wheel Motor
Other Assumptions
========================================================================== =======================
UK Production 5% p.a. 12.5% p.a. 20% p.a.
Organic Growth
========================= ======================== =======================
Opex Reduction Zero -10% -15%
========================= ======================== =======================
Sunderland Plant None Footprint halved Mar-25 Footprint halved
Mar-25
========================= ======================== =======================
India Organic None None Selective growth
Growth rates applied
to product volumes
of Indian lightweight
vehicles to reflect
growth in market
========================= ======================== =======================
* Volume minimums provided by potential customers are subject to
change and are not contractually binding
** Management target volumes to FY27/28 are subject to
change
*** 3-year volume target to FY27/28
The Directors have also made the following principal assumptions
in relation to the operations of the Company:
-- the Company maintains sufficient working capital to remain
operational during the forecast period. More detail on the
Company's working capital requirements is set out in the 'Use of
proceeds and working capital requirements' section of this
Announcement;
-- sale prices remain at current levels, but could be subject to inflation; and
-- no proceeds are received from the monetisation of the Group's Propel unit.
The Directors have also made the following principal assumptions
which are outside the Company's influence or control:
-- there would be no material changes to prevailing
macroeconomic or political conditions in the markets and regions in
which the Company operates;
-- there would be no material change to the competitive
environment in the Company's target markets and regions that would
materially affect expected demand for the Company's products;
-- the interest, inflation and foreign exchange rates in the
markets and regions in which the Group operates would remain
materially unchanged from the prevailing rates; and
-- there would be no material adverse events that would have a
significant impact on Company's financial performance.
Appendix II
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE INFORMATION
CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES AND THE DISTRICT OF COLUMBIA) ("UNITED STATES"), AUSTRALIA,
CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN
APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL
BE SO APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129, AS AMED FROM
TIME TO TIME (THE "EU PROSPECTUS REGULATION") ("QUALIFIED
INVESTORS"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE
"QUALIFIED INVESTORS" WITHIN THE MEANING OF REGULATION 2017/1129/EU
AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") AND WHO: (I)
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS
FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN
ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (B)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS IN MEMBER STATES OF THE EEA WHO ARE NOT
QUALIFIED INVESTORS AND PERSONS IN THE UNITED KINGDOM WHO ARE NOT
RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE
ONLY TO PERSONS IN MEMBER STATES OF THE EEA WHO ARE QUALIFIED
INVESTORS AND IN THE UNITED KINGDOM TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN SAIETTA GROUP PLC (THE "COMPANY").
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES (AS DEFINED BELOW) HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES
ACT 1933, AS AMED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN, INTO OR IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED
KINGDOM OR ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION
FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF
SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT,
WILL NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX,
BUSINESS, FINANCIAL AND RELATED ASPECTS OF AN INVESTMENT IN THE
PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF
IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN
CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
No action has been taken by the Company, Canaccord Genuity
Limited ("Canaccord Genuity") or any of their respective
affiliates, agents, directors, officers or employees that would
permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required.
This Announcement is for information only and neither this
Announcement nor any part of it constitutes or 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,
Australia, Canada, Japan, New Zealand, the Republic of South Africa
or any other jurisdiction in which the same would be unlawful. No
public offering of the Placing Shares is being made in any such
jurisdiction.
All offers of the Placing Shares will be made pursuant to an
exemption under the 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 (the
"FSMA") does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission, the Financial Markets Authority of New Zealand or the
Japanese Ministry of Finance; the relevant clearances have not
been, and will not be, obtained for the South Africa Reserve Bank
or any other applicable body in the Republic of South Africa in
relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offering in compliance
with the securities laws of any state, province or territory of
Australia, Canada, Japan, New Zealand or the Republic of South
Africa. Accordingly, the 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, New Zealand or the Republic of South
Africa or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in this
"Important Information" section of this Announcement.
The Company proposes to raise capital by way of the Placing,
Subscription and the Broker Option.
By participating in the Fundraising, each person who is invited
to and who chooses to participate in the Fundraising by making an
oral or written offer to subscribe for Placing Shares or Broker
Option Shares (including any individuals, funds or others on whose
behalf a commitment to subscribe for Placing Shares or Broker
Option Shares is given) (a "Placee"), will be deemed to have read
and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares or
Broker Option Shares in the Company in the Fundraising on the terms
and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (inter alia) that:
1. if it is in the United Kingdom it is a Relevant Person and if
it is in a member state of the EEA it is a Qualified Investor (each
a "Relevant State"), and it undertakes that it will acquire, hold,
manage or dispose of any Placing Shares or Broker Option Shares
that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares or Broker Option Shares
acquired by it as a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation:
2.1 the Placing Shares or Broker Option Shares acquired by it in
the Fundraising have not been acquired on behalf of, nor have they
been acquired with a view to their offer or resale to, persons in a
Relevant State other than Qualified Investors or in circumstances
in which the prior consent of Canaccord Genuity has been given to
the offer or resale; or
2.2 where Placing Shares or Broker Option Shares have been
acquired by it on behalf of persons in a Relevant State other than
Qualified Investors, the offer of those Placing Shares or Broker
Option Shares to it is not treated under the EU Prospectus
Regulation as having been made to such persons;
3. in the case of any Placing Shares or Broker Option Shares
acquired by it as a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation:
3.1 the Placing Shares or Broker Option Shares acquired by it in
the Fundraising have not been acquired on behalf of, nor have they
been acquired with a view to their offer or resale to, persons in
the United Kingdom other than Relevant Persons or in circumstances
in which the prior consent of Canaccord Genuity has been given to
the offer or resale; or
3.2 where Placing Shares or Broker Option Shares have been
acquired by it on behalf of persons in the United Kingdom other
than Relevant Persons, the offer of those Placing Shares or Broker
Option Shares to it is not treated under the UK Prospectus
Regulation as having been made to such persons;
4. it is acquiring the Placing Shares or Broker Option Shares
for its own account or is acquiring the Placing Shares or Broker
Option Shares for an account with respect to which it exercises
sole investment discretion and has the authority to make and does
make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement;
5. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
6. it (and any person on whose account it is acting) is outside
the United States and acquiring the Placing Shares or Broker Option
Shares in an "offshore transaction" as defined in and in accordance
with Regulation S under the Securities Act.
No prospectus
No prospectus or other offering document has been or will be
submitted to be approved by the Financial Conduct Authority ("FCA")
or London Stock Exchange plc in relation to the Fundraising or the
New Ordinary Shares and Placees' commitments will be made solely on
the basis of the information contained in this Announcement and any
information publicly announced through a Regulatory Information
Service (as defined in the AIM Rules for Companies) by or on behalf
of the Company on or prior to the date of this Announcement (the
"Publicly Available Information") and subject to any further terms
set forth in the form of confirmation to be sent to individual
Placees.
Each Placee, by participating in the Fundraising, agrees that
the content of this Announcement is exclusively the responsibility
of the Company and confirms that it has neither received nor relied
on any other information (other than the Publicly Available
Information), representation, warranty or statement made by or on
behalf of the Company, Canaccord Genuity or any other person and
none of the Company, Canaccord Genuity or any other person acting
on such person's behalf nor any of their respective affiliates has
or shall have any liability for any Placee's decision to
participate in the Placing based on any other information,
representation, warranty or statement. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Fundraising.
No Placee should consider any information in this Announcement
to be legal, financial, tax or business advice. Each Placee should
consult its own legal advisor, tax advisor, financial advisor and
business advisor for legal, tax, business and financial advice
regarding an investment in the Placing Shares or Broker Option
Shares. Nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Canaccord Genuity has today entered into a placing agreement
(the "Placing Agreement") with the Company under which, on the
terms and subject to the conditions set out in the Placing
Agreement, Canaccord Genuity, as agent for and on behalf of the
Company, has agreed to use its reasonable endeavours to procure
Placees for the Placing Shares at 17 pence per Placing Share (the
"Issue Price"). The timing of the closing of the book and
allocations are at the discretion of the Company and Canaccord
Genuity.
The New Ordinary Shares have been or will , when issued, be
subject to the articles of association of the Company (the
"Articles") 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 in respect of such Ordinary Shares after the date of issue of
the New Ordinary Shares, and will on issue be free of all
pre-emption rights, claims, liens, charges, encumbrances and
equities.
The Firm Placing (which is not being underwritten) is
conditional, amongst other things, upon:
(a) the Placing Agreement becoming unconditional in all respects
(save for First Admission) and not having been terminated in
accordance with its terms prior to First Admission; and
(b) First Admission becoming effective on or before 8.00 am on 1
December 2023 or such later date as the Company and Canaccord
Genuity may agree, being no later than 8.00 am on 29 December
2023.
The Conditional Placing (which is not being underwritten) is
conditional, amongst other things, upon:
(a) the Placing Agreement becoming unconditional in all respects
(save for Second Admission) and not having been terminated in
accordance with its terms prior to Second Admission;
(b) Shareholders passing the Fundraising Resolution to be set
out in the Notice of General Meeting granting the directors
authority to allot and issue relevant securities (including the
Conditional Placing Shares); and
(c) Second Admission becoming effective on or before 8.00 am on
19 December 2023 or such later date as the Company and Canaccord
Genuity may agree, being no later than 8.00 am on 29 December
2023.
The Firm Placing Shares are being placed pursuant to existing
authorities granted to the Directors while the Conditional Placing
Shares are being placed conditional, inter alia, on the passing of
the Fundraising Resolution at the General Meeting.
The Placing Shares will rank in full for all dividends with a
record date on or after the date of admission to trading on AIM and
otherwise equally with the Ordinary Shares in issue from that
date.
Bookbuild
Following this Announcement, Canaccord Genuity will today
commence the bookbuilding process in respect of the Placing (the
"Bookbuild") to determine demand for participation in the Placing
by Placees. The book will open with immediate effect. This Appendix
gives details of the terms and conditions of, and the mechanics of
participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares. Members of
the public are not entitled to participate.
Canaccord Genuity and the Company shall be entitled to effect
the Placing by such alternative method to the Bookbuild as they
may, in their absolute discretion, determine.
Applications for admission to trading
Application will be made to London Stock Exchange for admission
to trading of the Firm Fundraising Shares on AIM ("First
Admission"). It is expected that settlement of any such shares and
First Admission will take place no later than 8.00 a.m. on 1
December 2023 and that dealings in the Firm Fundraising Shares on
AIM will commence at that time.
Subject to the passing of the relevant resolution at the General
Meeting, application will be made to London Stock Exchange for
admission to trading of the Conditional Fundraising Shares on AIM
("Second Admission"). It is expected that settlement of any such
shares and Second Admission will take place no later than 8.00 a.m.
on 19 December 2023 and that dealings in the Conditional
Fundraising Shares will commence at that time.
Details of the Broker Option
The Company has granted the Broker Option to Canaccord Genuity
in order to enable Canaccord Genuity to deal with any additional
demand under the Placing in the event that requests to participate
in the Placing are received during the period from the publication
the announcement confirming the close of the Bookbuild until 16:45
on 12 December 2023 from Relevant Persons. The primary purpose of
the Broker Option is to facilitate demand from those Relevant
Persons who were unable to participate in the Placing. The Broker
Option is exercisable by Canaccord Genuity, at its absolute
discretion, any number of times up to that time and date.
Relevant Persons who wish to register their interest in
subscribing for Broker Option Shares should instruct their
stockbroker or independent financial adviser to communicate their
interest to Canaccord Genuity via e-mail at cg-ecm-uk@cgf.com .
Each bid should state the number of Broker Option Shares that the
investor wishes to acquire at the Issue Price. Any investors
allocated Broker Option Shares will be considered Placees, as
defined in this Announcement.
To the extent the Broker Option is exercised, the Broker Option
Shares will be issued on the same terms and conditions as the
Placing Shares, which terms are set out in this Appendix. Orders
from investors pursuant to the Broker Option to Canaccord Genuity
will only be accepted from Relevant Persons.
The Broker Option may be exercised by Canaccord Genuity in its
absolute discretion, but there is no obligation on Canaccord
Genuity to exercise the Broker Option or to seek to procure
subscribers for any Broker Option Shares pursuant to the Broker
Option.
The maximum number of Broker Option Shares which may be issued
pursuant to the exercise of the Broker Option is 8,823,529 new
Ordinary Shares.
Principal terms of the Placing
1. Canaccord Genuity is acting as placing agent and broker in
connection with the Placing, as agent for and on behalf of the
Company. Canaccord Genuity is authorised and regulated in the
United Kingdom by the FCA and is acting exclusively for the Company
and no one else in connection with the matters referred to in this
Announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to the customers of
Canaccord Genuity or for providing advice in relation to the
matters described in this Announcement.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are invited by Canaccord Genuity
to participate. Canaccord Genuity and any of its respective
affiliates are entitled to participate in the Placing as
principal.
3. The price per Placing Share is 17 pence and is payable to
Canaccord Genuity as agent of the Company by all Placees. The
number of Placing Shares to be issued will be agreed between
Canaccord Genuity and the Company following completion of the
Bookbuild. The number of Placing Shares will be announced on a
Regulatory Information Service following the completion of the
Bookbuild.
4. Each prospective Placee's allocation is determined by
Canaccord Genuity in its discretion following consultation with the
Company and will be confirmed orally by Canaccord Genuity and a
form of confirmation will be dispatched as soon as possible
thereafter. That oral confirmation will constitute an irrevocable,
legally binding commitment by that person (who will at that point
become a Placee), in favour of Canaccord Genuity and the Company,
under which it agrees to acquire the number of Placing Shares
allocated to the Placee at the Issue Price and otherwise on the
terms and subject to the conditions set out in this Appendix and in
accordance with the Articles. Except with the prior written consent
of the Canaccord Genuity, such commitment will not be capable of
variation or revocation at the time at which it is submitted.
5. Each Placee's allocation (including, if the Broker Option is
exercised at that time, any Broker Option Shares) and commitment
will be evidenced by a form of confirmation issued to such Placee
by Canaccord Genuity. The terms of this Appendix will be deemed
incorporated in that form of confirmation.
6. Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to Canaccord Genuity as agent for the
Company, to pay to them (or as they may direct) in cleared funds an
amount equal to the product of the Issue Price and the number of
Placing Shares such Placee has agreed to acquire.
7. Canaccord Genuity may choose to accept or reject bids, either
in whole or in part, on the basis of allocations determined in
agreement with the Company and may scale down any bids for this
purpose on such basis as they may determine. Canaccord Genuity may
also, notwithstanding paragraphs 4 and 5 above and subject to prior
consent of the Company (i) allocate Placing Shares after the time
of any initial allocation to any person submitting a bid after that
time and (ii) allocate Placing Shares after the Bookbuild has
closed to any person submitting a bid after that time. The Company
reserves the right (upon agreement with Canaccord Genuity) to
reduce or seek to increase the amount to be raised pursuant to the
Placing, in its absolute discretion.
8. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
9. All obligations of Canaccord Genuity under the Fundraising
will be subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Fundraising"
and to the Placing not being terminated on the basis referred to
below under "Termination of the Fundraising".
10. By participating in the Fundraising, each Placee will agree
that its rights and obligations in respect of the Fundraising will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee.
11. To the fullest extent permissible by law and applicable FCA
rules, none of (a) Canaccord Genuity, (b) any of its affiliates,
agents, directors, officers, consultants, (c) to the extent not
contained within (a) or (b), any person connected with Canaccord
Genuity as defined in the FSMA ((b) and (c) being together
"affiliates" and individually an "affiliate" of Canaccord Genuity),
(d) any person acting on behalf of Canaccord Genuity, shall have
any liability (including to the extent permissible by law, any
fiduciary duties) to Placees or to any other person whether acting
on behalf of a Placee or otherwise. In particular, neither of the
Canaccord Genuity nor any of their respective affiliates shall have
any liability (including, to the extent permissible by law, any
fiduciary duties) in respect of their conduct of the Fundraising or
of such alternative method of effecting the Fundraising as
Canaccord Genuity and the Company may agree.
Registration and Settlement
If Placees are allocated any New Ordinary Shares in the
Fundraising they will be sent a form of confirmation or electronic
confirmation by Canaccord Genuity, as soon as it is able which will
confirm the number of New Ordinary Shares allocated to them, the
Issue Price and the aggregate amount owed by them to Canaccord
Genuity.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by Canaccord Genuity in accordance with either the
standing CREST or certificated settlement instructions which they
have in place with Canaccord Genuity.
Settlement of transactions in the New Ordinary Shares (ISIN:
GB00BNDM6X87) following First Admission and Second Admission will
take place within the CREST system, subject to certain
exceptions.
It is expected that settlement of the Firm Placing Shares
through CREST will take place on 1 December 2023 unless otherwise
notified by the Canaccord Genuity and First Admission is expected
to occur no later than 8.00 a.m. on 1 December 2023 unless
otherwise notified by Canaccord Genuity. It is expected that
settlement of the Conditional Placing Shares and any Broker Option
Shares through CREST will take place on 19 December 2023 unless
otherwise notified by the Canaccord Genuity and Second Admission is
expected to occur no later than 8.00 a.m. on 19 December 2023
unless otherwise notified by Canaccord Genuity.
Settlement will be on a delivery versus payment basis. However,
in the event of any difficulties or delays in the admission of the
New Ordinary Shares to CREST or the use of CREST in relation to the
Fundraising, the Company and Canaccord Genuity may agree that the
New Ordinary Shares should be issued in certificated form.
Canaccord Genuity reserves the right to require settlement of the
New Ordinary Shares, and to deliver the New Ordinary Shares to
Placees, by such other means as they deem necessary if delivery or
settlement to Placees is not possible or practicable within the
CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above prevailing Sterling Overnight
Index Average (SONIA) as determined by Canaccord Genuity.
Each Placee agrees that if it does not comply with these
obligations, Canaccord Genuity may sell, charge by way of security
(to any funder of Canaccord Genuity) or otherwise deal with any or
all of their Placing Shares (or if exercised, any Broker Option
Shares) on their behalf and retain from the proceeds, for either
the Broker's own accounts and benefit, an amount equal to the
aggregate amount owed by the Placee plus any interest due and any
costs and expenses properly incurred by Canaccord Genuity as a
result of the Placee's failure to comply with its obligations. The
relevant Placee will, however, remain liable for any shortfall
below the amount owed by it and for any stamp duty or stamp duty
reserve tax or similar taxes (together with any interest, fines or
penalties relating thereto) which may arise upon the sale of their
Placing Shares (or if exercised, any Broker Option Shares) on their
behalf. Legal and/or beneficial title in and to any Placing Shares
shall not pass to the relevant Placee until such time as it has
fully complied with its obligations hereunder. By communicating a
bid for Placing Shares, each Placee confers on Canaccord Genuity
all such authorities and powers necessary to carry out any such
sale and agrees to ratify and confirm all actions which Canaccord
Genuity lawfully takes in pursuance of such sale.
If Placing Shares (or if exercised, any Broker Option Shares)
are to be delivered to a custodian or settlement agent, Placees
must ensure that, upon receipt, the conditional form of
confirmation is copied and delivered immediately to the relevant
person within that organisation. Insofar as Placing Shares (or if
exercised, any Broker Option Shares) are registered in a Placee's
name or that of its nominee or in the name of any person for whom a
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares (or if exercised, any Broker Option
Shares) should, subject as provided below, be so registered free
from any liability to United Kingdom stamp duty or stamp duty
reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax or other similar taxes (and/or
any interest, fines or penalties relating thereto) is payable in
respect of the allocation, allotment, issue or delivery of the
Placing Shares (or if exercised, any Broker Option Shares) (or for
the avoidance of doubt if any stamp duty or stamp duty reserve tax
is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares (or if exercised, any Broker
Option Shares)), neither Canaccord Genuity nor the Company shall be
responsible for the payment of such amounts. Placees will not be
entitled to receive any fee or commission in connection with the
Fundraising.
Conditions of the Placing and the Broker Option
The obligations of Canaccord Genuity under the Placing Agreement
in respect of the Firm Placing are conditional upon, inter
alia:
(a) the Company allotting the Firm Placing Shares, prior to and
conditional only on First Admission, in accordance with the terms
of the Placing Agreement;
(b) First Admission taking place not later than 8.00 a.m. on 1
December 2023 or such later date as is agreed in writing between
the Company and Canaccord Genuity, but in any event not later than
8.00 a.m. 29 December 2023;
(c) the Company complying in all material respects with all of
its undertakings and obligations under the Placing Agreement and
having satisfied all of the Firm Placing Conditions to be satisfied
by it, in each case under the terms of the Placing Agreement or
under these terms, to the extent that the same fall to be performed
prior to First Admission; and
(d) none of the warranties in the Placing Agreement having
ceased to be true and accurate or having become misleading
following the date of the Placing Agreement up to and including the
date of First Admission, in each case, as though they had been
given and made on such dates by reference to the facts and
circumstances then subsisting which, in the opinion of the
Canaccord Genuity (acting in good faith), is material in the
context of the Fundraising and/or First Admission.
The obligations of Canaccord Genuity under the Placing Agreement
in respect of the Conditional Placing (and if exercised, the Broker
Option Shares) are conditional upon, inter alia:
(a) the General Meeting to be held by the Company having taken
place on the date set out in the No tice of General Meeting, no
adjournment of the general meeting having occurred without the
prior written consent of Canaccord Genuity and the relevant
resolution having been passed by the requisite majority at the
general meeting without amendment;
(b) the Company allotting the Conditional Placing Shares and, to
the extent the Broker Option is exercised, the Broker Option Shares
prior to and conditional only on Second Admission, in accordance
with the terms of the Placing Agreement;
(c) First Admission having become effective;
(d) Second Admission taking place not later than 8.00 a.m. on 19
December 2023 or such later date as is agreed in writing between
the Company and Canaccord Genuity, but in any event not later than
8.00 a.m. on 29 December 2023;
(e) the Company complying in all material respects with all of
its undertakings and obligations under the Placing Agreement and
having satisfied all of the Conditional Placing Conditions to be
satisfied by it, in each case under the terms of the Placing
Agreement or under these terms, to the extent that the same fall to
be performed prior to Second Admission;
(f) none of the warranties in the Placing Agreement having
ceased to be true and accurate or having become misleading
following the date of the Placing Agreement up to and including the
date of Second Admission, in each case, as though they had been
given and made on such dates by reference to the facts and
circumstances then subsisting which, in the opinion of the
Canaccord Genuity (acting in good faith), is material in the
context of the Fundraising and/or Second Admission,
(all conditions to the obligations of the Canaccord Genuity
included in the Placing Agreement being together, the
"conditions").
If any of the conditions set out in the Placing Agreement are
not fulfilled or, where permitted, waived in accordance with the
Placing Agreement within the stated time periods (or such later
time and/or date as the Company and the Canaccord Genuity may
agree), or becomes incapable of being fulfilled or the Placing
Agreement is terminated in accordance with its terms, the
Fundraising will lapse and the Placee's rights and obligations
shall cease and terminate at such time and each Placee agrees that
no claim can be made by or on behalf of the Placee (or any person
on whose behalf the Placee is acting) in respect thereof.
By participating in the Fundraising, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Fundraising" below and will not be capable of rescission or
termination by it.
Certain conditions may be waived in whole or in part by
Canaccord Genuity, in their absolute discretion, by notice in
writing to the Company and Canaccord Genuity may also agree in
writing with the Company to extend the time for satisfaction of any
condition. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
Canaccord Genuity may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither Canaccord Genuity, the Company nor any of their
respective affiliates, agents, directors, officers or employees
shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of
any decision any of them may make as to whether or not to waive or
to extend the time and/or date for the satisfaction of any
condition to the Fundraising nor for any decision any of them may
make as to the satisfaction of any condition or in respect of the
Fundraising generally and by participating in the Fundraising each
Placee agrees that any such decision is within the absolute
discretion of Canaccord Genuity.
For the avoidance of doubt, neither the Placing nor the
Subscription are conditional upon the exercise of the Broker
Option.
Termination of the Fundraising
Canaccord Genuity may terminate the Placing Agreement, in
accordance with its terms, at any time prior to Admission if, inter
alia:
12. there shall have been a breach by the Company of any of the
warranties in the Placing Agreement in any respect which Canaccord
Genuity (acting in good faith) considers to be material in the
context of the Fundraising and/or Admission;
13. the Company has failed or is unable to comply with its
obligations under the Placing Agreement in any material
respect;
14. any statement contained in the Placing Documents is or has
become or has been discovered to be untrue or inaccurate or
misleading, or any matter has arisen which would, if any of the
Placing Documents were to be issued at that time, constitute an
omission therefrom and which, in any such case, is material in the
context of the Fundraising and/or Admission;
15. in the opinion of Canaccord Genuity (acting in good faith)
there has occurred a material adverse change in the business of the
Group or in the financial or trading position or prospects of the
Group or the Company; or
16. there has occurred certain market disruption or force majeure events.
Upon such termination, the parties to the Placing Agreement
shall be released and discharged (except for any liability arising
before or in relation to such termination) from their respective
obligations under or pursuant to the Placing Agreement, subject to
certain exceptions. If the Placing Agreement is terminated in
accordance with its terms, the rights and obligations of each
Placee in respect of the Fundraising as described in this
Announcement shall cease and terminate at such time and no claim
can be made by any Placee in respect thereof.
By participating in the Placing (or if exercised, any Placee
subscribing for Broker Option Shares pursuant to the Broker Option)
each Placee agrees with the Company and Canaccord Genuity that the
exercise by the Company or the Canaccord Genuity of any right of
termination or any other right or other discretion under the
Placing Agreement shall be within the absolute discretion of the
Company or Canaccord Genuity and that none of the Company nor
Canaccord Genuity need make any reference to or consult with or
seek consent from such Placee and that none of the Company,
Canaccord Genuity nor any of their respective affiliates, agents,
directors, officers or employees shall have any liability to such
Placee (or to any other person whether acting on behalf of a Placee
or otherwise) whatsoever in connection with any such exercise.
By participating in the Fundraising, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Fundraising"
section above and will not be capable of rescission or termination
by it.
Restrictions on further issues of securities
The Company has undertaken that it will not at any time between
the date of the Placing Agreement and the date which is 180 days
after Second Admission without the prior written consent of
Canaccord Genuity enter into certain transactions involving or
relating to the allotment and issue of Ordinary Shares, subject to
certain customary carve-outs agreed between the Company and
Canaccord Genuity.
By participating in the Placing (or if exercised, any Placee
subscribing for Broker Option Shares pursuant to the Broker Option)
, Placees agree that the exercise by Canaccord Genuity of any power
to 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 Canaccord
Genuity, and that it does not need to make any reference to,
consult with, or seek consent from, Placees and that Canaccord
Genuity shall have no liability to Placees whatsoever in connection
with any such exercise of the power to grant consent or failure so
to exercise.
Representations, warranties and further terms
For the purposes of this section "Representations, warranties
and further terms", the terms Placing and Placing Shares shall be
construed to mean "Fundraising" and the "New Ordinary Shares" (but
excluding the Subscription Shares) respectively, in the event that
the Broker Option is exercised.
By submitting a bid and/or participating in the Placing, each
prospective Placee (and any person acting on such Placee's behalf)
irrevocably represents, warrants, acknowledges, undertakes and
agrees (for itself and for any such prospective Placee) with the
Company and Canaccord Genuity that in each case as a fundamental
term of such Placee's application for Placing Shares:
17. it has read and understood this Announcement in its entirety
and that its participation in the Bookbuild and the Placing and its
acquisition of the Placing Shares is subject to and based upon all
the terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information
contained herein and that it has not relied on, and will not rely
on, any information given or any representations, warranties or
statements made at any time by any person in connection with
Admission, the Placing, the Company, the Placing Shares or
otherwise, other than the information contained in this
Announcement and the Publicly Available Information;
18. it has not received and will not receive a prospectus or
other offering document in connection with the Placing and
acknowledges that no prospectus or other offering document: (a) is
required under the EU Prospectus Regulation or UK Prospectus
Regulation; and (b) has been or will be prepared in connection with
the Placing;
19. the ordinary shares of the Company are admitted to trading
on AIM, and that the Company is therefore required to publish
certain business and financial information in accordance with the
AIM Rules and UK Market Abuse Regulation, which includes a
description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and
that it is able to obtain or access such information without undue
difficulty, and is able to obtain access to such information or
comparable information concerning any other publicly traded
company, without undue difficulty;
20. it has made its own assessment of the Company, the terms of
the Placing and the Placing Shares and has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing and none of
Canaccord Genuity, the Company nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has provided, and will not provide,
it with any material regarding the Placing Shares or the Company or
any other person other than the information in this Announcement;
nor has it requested any of Canaccord Genuity, the Company, any of
their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them to provide
it with any such information;
21. neither Canaccord Genuity nor any person acting on behalf of
them or any of their respective affiliates, agents, directors,
officers or employees has or shall have any liability for any
Publicly Available Information, or any representation relating to
the Company, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
22. the only information on which it is entitled to rely on and
on which it has relied in committing to subscribe for the Placing
Shares is contained in the Publicly Available Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and it has made its own
assessment of the Company, the Placing Shares and the terms of the
Placing based on Publicly Available Information;
23. none of the Company, Canaccord Genuity nor any of their
respective affiliates, agents, directors, officers or employees has
made any representation or warranty to it, express or implied, with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of the Publicly Available
Information;
24. it has conducted its own investigation of the Company, the
Placing and the Placing Shares, satisfied itself that the
information is still current and relied on that investigation for
the purposes of its decision to participate in the Placing and it
has not relied on any investigation that Canaccord Genuity or any
person acting on their behalf may have conducted with respect to
the Company, the Placing or the Placing Shares;
25. the content of this Announcement has been prepared by and is
exclusively the responsibility of the Company and that neither of
Canaccord Genuity nor any persons acting on behalf of them are
responsible for or has or shall have any liability for any
information, representation, warranty or statement relating to the
Company contained in this Announcement nor will they be liable for
any Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in
this Announcement or otherwise. Nothing in this Appendix shall
exclude any liability of any person for fraudulent
misrepresentation;
26. the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
the United States, or any state or other jurisdiction of the United
States, Australia, Canada, Japan, New Zealand or the Republic of
South Africa and, subject to certain exceptions, may not be
offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within the United States, Australia,
Canada, Japan, New Zealand, the Republic of South Africa or in any
country or jurisdiction where any such action for that purpose is
required;
27. it and/or each person on whose behalf it is participating:
27.1 is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
27.2 has fully observed such laws and regulations;
27.3 has capacity and authority and is entitled to enter into
and perform its obligations as an acquirer of Placing Shares and
will honour such obligations; and
27.4 has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges that it is required to comply with all applicable laws
and regulations with respect to its subscription for Placing
Shares;
28. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed will not be,
a resident of, or with an address in, or subject to the laws of,
the United States, Australia, Canada, Japan, New Zealand or the
Republic of South Africa and it acknowledges and agrees that the
Placing Shares have not been and will not be registered or
otherwise qualified under the securities legislation of the United
States, Australia, Canada, Japan, New Zealand or the Republic of
South Africa and may not be offered, sold, or acquired, directly or
indirectly, within those jurisdictions;
29. 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 jurisdiction of the United
States, and may not be offered, sold, resold, transferred or
delivered, directly or indirectly, within, in or into or from 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; and
no representation is being made as to the availability of any
exemption under the Securities Act for the reoffer, resale, pledge
or transfer of the Placing Shares;
30. it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the Securities Act;
31. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the Securities Act;
32. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
33. neither the Company nor Canaccord Genuity, nor their
respective affiliates, agents, directors, officers or employees nor
any person acting on behalf of any of them is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and
that participation in the Placing is on the basis that it is not
and will not be a client of Canaccord Genuity and Canaccord Genuity
have no duties or responsibilities to it for providing the
protections afforded to its clients or for providing advice in
relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing
Agreement nor for the exercise or performance of any of its rights
and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right;
34. it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe and acknowledges and agrees that
it will make payment to Canaccord Genuity for the Placing Shares
allocated to it in accordance with the terms and conditions of this
Announcement on the due times and dates set out in this
Announcement, failing which the relevant Placing Shares may be
placed with others on such terms as Canaccord Genuity may, in its
absolute discretion determine without liability to the Placee and
it will remain liable for any shortfall below the net proceeds of
such sale and the placing proceeds of such Placing Shares and may
be required to bear any stamp duty or stamp duty reserve tax or
similar taxes (together with any interest, fines or penalties
relating thereto) due pursuant to the terms set out or referred to
in this Announcement which may arise upon the sale of such Placee's
Placing Shares on its behalf;
35. no action has been or will be taken by any of the Company,
Canaccord Genuity or any person acting on their behalf that would,
or is intended to, permit a public offer of the Placing Shares in
the United States or in any country or jurisdiction where any such
action for that purpose is required;
36. the person who it specifies for registration as holder of
the Placing Shares will be: (a) the Placee; or (b) a nominee of the
Placee, as the case may be. None of the Company or Canaccord
Genuity will be responsible for any liability to stamp duty or
stamp duty reserve tax or similar tax resulting from a failure to
observe this requirement. Each Placee and any person acting on
behalf of such Placee agrees to acquire Placing Shares pursuant to
the Placing and agrees to pay the Company and Canaccord Genuity in
respect of the same (including any interest, fines or penalties
relating thereto) on the basis that the Placing Shares will be
allotted to a CREST stock account of Canaccord Genuity or
transferred to a CREST stock account of Canaccord Genuity who will
hold them as nominee on behalf of the Placee until settlement in
accordance with its standing settlement instructions with it;
37. it is acting as principal only in respect of the Placing or,
if it is acting for any other person (including as fiduciary or
agent for one or more investor accounts) (a) it is duly authorised
to do so and has full power and authority to make and does make the
acknowledgments, representations, warranties, undertakings and
agreements herein on behalf of each such person(s) and (b) it is
and will remain liable to the Company and Canaccord Genuity for the
performance of all its obligations as a Placee in respect of the
Placing (regardless of the fact that it is acting for such
person(s));
38. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
39. it will not make an offer to the public of the Placing
Shares and it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom or in the EEA
prior to the expiry of a period of six months from Admission except
to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in
circumstances which have not resulted and which will not result in
an offer to the public in the United Kingdom within the meaning of
section 85(1) of the FSMA or within the meaning of the UK
Prospectus Regulation, or an offer to the public in any member
state of the EEA within the meaning of the EU Prospectus
Regulation;
40. if it is within the United Kingdom, it and any person acting
on its behalf (if within the United Kingdom) is a Relevant Person
and if it is within a member state of the EEA, it is a Qualified
Investor. For such purposes, it undertakes that it will acquire,
hold, manage and (if applicable) dispose of any Placing Shares that
are allocated to it for the purposes of its business only;
41. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not apply and it
acknowledges that this Announcement is not being issued by
Canaccord Genuity as an authorised person under Section 21 of FSMA
and therefore is not subject to the same controls applicable to a
financial promotion made by an authorised person;
42. it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
in respect of anything done in, from or otherwise involving the
United Kingdom);
43. if it is a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation or the EU Prospectus
Regulation, the Placing Shares acquired by it in the Placing will
not be acquired on a non-discretionary basis on behalf of, nor will
they be acquired with a view to their offer or resale to, Relevant
Persons in the UK or Qualified Investors in a member state of the
EEA, or in circumstances in which the express prior written consent
of Canaccord Genuity has been given to the offer or resale;
44. neither of Canaccord Genuity nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has or shall have any liability for
any information, representation or statement contained in this
Announcement or for any information previously published by or on
behalf of the Company or any other written or oral information made
available to or publicly available or filed information or any
representation, warranty or undertaking relating to the Company,
and will not be liable for its decision to participate in the
Placing based on any information, representation, warranty or
statement contained in this Announcement or elsewhere, provided
that nothing in this paragraph shall exclude any liability of any
person for fraud;
45. acknowledges and accepts that Canaccord Genuity may, in
accordance with applicable legal and regulatory provisions, engage
in transactions in relation to the Placing Shares and/or related
instruments for their own account for the purpose of hedging their
underwriting exposure or otherwise and, except as required by
applicable law or regulation, Canaccord Genuity will not make any
public disclosure in relation to such transactions;
46. Canaccord Genuity and each of its 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 Canaccord Genuity and/or
any of its respective affiliates, acting as an investor for its or
their own account(s). None of the Company or Canaccord Genuity
intend to disclose the extent of any such investment or transaction
otherwise than in accordance with any legal or regulatory
obligation to do so;
47. it has complied with its obligations in connection with
money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended),
the Terrorism Act 2006 (as amended) and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 (as amended) (together, the "Regulations")
and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations;
48. it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, FSMA, the Market Abuse Regulation
(EU) No 596/2014 (the "EU Market Abuse Regulation"), the EU Market
Abuse Regulation as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 (the "UK Market Abuse
Regulation") and the Proceeds of Crime Act 2002 and confirms that
it has and will continue to comply with those obligations;
49. if it has received any "inside information" as defined in
the UK Market Abuse Regulation and the EU Market Abuse Regulation
or any price sensitive information about the Company in advance of
the Placing, it has not: (i) dealt (or attempted to deal) in the
securities of the Company; (ii) encouraged, recommended, induced or
required another person to deal in the securities of the Company;
or (iii) disclosed such information to any person except as
permitted by the UK Market Abuse Regulation and the EU Prospectus
Regulation, prior to the information being made publicly
available;
50. in order to ensure compliance with the Regulations,
Canaccord Genuity (each for itself and as agent on behalf of the
Company) or the Company's registrars may, in their absolute
discretion, require verification of its identity. Pending the
provision to Canaccord Genuity or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at Canaccord Genuity'
absolute discretion or, where appropriate, delivery of the Placing
Shares to it in uncertificated form may be delayed at Canaccord
Genuity' or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for
verification of identity Canaccord Genuity' (each for itself and as
agent on behalf of the Company) or the Company's registrars have
not received evidence satisfactory to them, Canaccord Genuity
and/or the Company may, at its absolute discretion, terminate its
commitment in respect of the Placing, in which event the monies
payable on acceptance of allotment will, if already paid, be
returned without interest to the account of the drawee's bank from
which they were originally debited;
51. acknowledges that its commitment to acquire Placing Shares
on the terms set out in this Announcement and in the form of
confirmation will continue notwithstanding any amendment that may
in future be made to the terms and conditions of the Placing and
that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or
Canaccord Genuity' conduct of the Placing;
52. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
53. it irrevocably appoints any duly authorised officer of
Canaccord Genuity as its agent for the purpose of executing and
delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of
any of the Placing Shares for which it agrees to subscribe or
purchase upon the terms of this Announcement;
54. in respect of any Ordinary Shares in the capital of the
Company in respect of which it is beneficially entitled to or
otherwise interested in, it undertakes that it will cast or procure
the casting of all the votes attaching to the said ordinary shares
(whether on a show of hands or on a poll):
54.1 in favour of any resolutions to be proposed at the General Meeting;
54.2 against any resolution or proposal to adjourn the General Meeting;
54.3 against any resolution or proposal at the General Meeting
requiring that a poll be taken otherwise than forthwith; and
54.4 for such purpose it will complete, execute and deliver in
accordance with instructions thereon a valid form of forms of proxy
in respect of the said ordinary shares appointing the Chair of the
General Meeting as its proxy and directing its proxy to vote in
favour of the resolutions to be proposed at the General
Meeting;
55. it acknowledges that the Conditional Placing is conditional
upon, amongst other things, Shareholders passing the Fundraising
Resolution to be set out in the Notice of General Meeting granting
the directors authority to allot and issue relevant securities and
therefore that Second Admission may not occur;
56. time is of the essence as regards its obligations under this Appendix;
57. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to Canaccord Genuity;
58. the Placing Shares will be issued subject to the terms and
conditions of this Appendix;
59. these terms and conditions in this Appendix and all
documents into which this Appendix is incorporated by reference or
otherwise validly forms a part and/or any agreements entered into
pursuant to these terms and conditions and all agreements to
acquire shares pursuant to the Placing will be governed by and
construed in accordance with English law and it submits to the
exclusive jurisdiction of the English courts in relation to any
claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or Canaccord
Genuity in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange; and
60. the Company, Canaccord Genuity and others (including each of
their respective affiliates, agents, directors, officers or
employees) will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to Canaccord Genuity and the Company and are
irrevocable.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, Canaccord Genuity and each of their respective affiliates,
agents, directors, officers and employees harmless from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such
Placee's behalf) in this Appendix or incurred by the Company,
Canaccord Genuity or each of their respective affiliates, agents,
directors, officers or employees arising from the performance of
the Placee's obligations as set out in this Announcement, and
further agrees that the provisions of this Appendix shall survive
after the completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, direct by the Company. Such
agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement related to any other
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax or
similar tax and none of the Company or Canaccord Genuity shall be
responsible for such stamp duty or stamp duty reserve tax or
similar tax. If this is the case, each Placee should seek its own
advice and they should notify Canaccord Genuity accordingly. In
addition, Placees should note that they will be liable for any
capital duty, stamp duty and all other stamp, issue, securities,
transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto)
payable outside the United Kingdom by them or any other person on
the acquisition by them of any Placing Shares or the agreement by
them to acquire any Placing Shares and each Placee, or the Placee's
nominee, in respect of whom (or in respect of the person for whom
it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such non-United Kingdom stamp, registration,
documentary, transfer or similar taxes or duties undertakes to pay
such taxes and duties, including any interest and penalties (if
applicable), forthwith and to indemnify on an after-tax basis and
to hold harmless the Company and Canaccord Genuity in the event
that any of the Company and/or Canaccord Genuity has incurred any
such liability to such taxes or duties.
The representations, warranties, acknowledgements, agreements
and undertakings contained in this Appendix are given to Canaccord
Genuity and the Company and are irrevocable.
Each Placee and any person acting on behalf of the Placee
acknowledges that Canaccord Genuity do not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings, acknowledgements, agreements or
indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Canaccord Genuity may (at their
absolute discretion) satisfy their obligations to procure Placees
by itself agreeing to become a Placee in respect of some or all of
the Placing Shares or by nominating any connected or associated
person to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with Canaccord Genuity, any money held in an account with
Canaccord Genuity on behalf of the Placee and/or any person acting
on behalf of the Placee will not be treated as client money within
the meaning of the relevant rules and regulations of the FCA made
under FSMA. Each Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as
a consequence this money will not be segregated from Canaccord
Genuity' money (as applicable) in accordance with the client money
rules and will be held by it under a banking relationship and not
as trustee.
References to time in this Announcement are to London time,
unless otherwise stated.
All times and dates in this Announcement may be subject to
amendment.
No statement in this Announcement is intended to be a profit
forecast, and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
AIM.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Appendix III
DEFINITIONS
The following definitions apply throughout this announcement,
unless the context otherwise requires:
"Admission" First Admission and/or Second Admission
(as the context requires)
"AIM" the market of that name operated by
London Stock Exchange
"AIM Rules" the AIM Rules for Companies published
by London Stock Exchange from time to
time
"Announcement" this announcement , including the appendices
"Articles" the articles of association of the Company
in force from time to time
"Board" the board of directors of the Company
"Broker Option" the conditional placing of the Broker
Option Shares to be arranged by Canaccord
Genuity at its absolute discretion as
agent for the Company pursuant to the
provisions of the Placing Agreement
and the terms and conditions set out
in Appendix II to this Announcement
"Broker Option Period" the period commencing on the date of
this Announcement and concluding at
4.45 p.m. on 12 December 2023
"Broker Option Shares" the up to 8,823,529 new Ordinary Shares
to be issued by the Company (at the
absolute discretion of Canaccord Genuity)
pursuant to the Broker Option
"Canaccord Genuity" Canaccord Genuity Limited (registered
in England and Wales with registered
number 01774003) whose registered office
is at 88 Wood Street, London, EC2V 7QR,
the Company's nominated adviser and
broker
"certificated" or "in refers to an Ordinary Share which is
certificated form" not in uncertificated form (that is,
not in CREST)
"Circular" the circular of the Company expected
to be posted to Shareholders on or about
28 November 2023 giving (amongst other
things) details of the Placing and incorporating
the Notice of General Meeting
"Companies Act" the Companies Act 2006, as amended
"Company" or "Saietta" Saietta Group plc (incorporated and
registered in England and Wales with
registered number 06744840) whose registered
office is Riverbank House, 2 Swan Lane,
London, United Kingdom EC4R 3TT
"Conditional Fundraising" the Conditional Placing, the Conditional
Subscription and, to the extent exercised,
the Broker Option
"Conditional Fundraising the Conditional Placing Shares and the
Shares" Conditional Subscription Shares and,
to the extent the Broker Option is exercised,
the Broker Option Shares
"Conditional Placing" the placing by Canaccord Genuity on
behalf of the Company of the Conditional
Placing Shares at the Issue Price pursuant
to the terms of the Placing Agreement
"Conditional Placing the conditions set out in the Placing
Conditions" Agreement relating to the Conditional
Placing
"Conditional Placing Shares" the new Ordinary Shares to be issued
pursuant to the Conditional Placing
"Conditional Subscription" the proposed subscriptions for the Conditional
Subscription Shares at the Issue Price
pursuant to the Subscription Letters
"Conditional Subscription the 4,852,941 new Ordinary Shares to
Shares" be issued pursuant to the Conditional
Subscription
"CREST" the computerised settlement system operated
by Euroclear which facilitates the transferring
of title to shares in uncertificated
form
"CREST Regulations" the Uncertified Securities Regulations
2001 (SI 2001/3755), as amended
"Directors" the directors of the Company as at the
date of this Announcement
"EBITDA" earnings before interest, tax, depreciation
and amortisation
"Enlarged Share Capital" the 149,485,450 Ordinary Shares in issue
immediately following Second Admission,
including the Fundraising Shares (and
assuming full exercise of the Broker
Option)
"ERP" Enterprise Resource Planning
"Euroclear" Euroclear UK & International Limited
"Existing Ordinary Shares" the 103,014,862 issued Ordinary Shares
of the Company as at the date of this
Announcement
"FCA" Financial Conduct Authority
"Firm Fundraising" the Firm Placing and the Firm Subscription
"Firm Fundraising Shares" the Firm Placing Shares and the Firm
Subscription Shares
"Firm Placing" the placing by Canaccord Genuity on
behalf of the Company of the Firm Placing
Shares at the Issue Price pursuant to
the terms of the Placing Agreement
"Firm Placing Conditions" the conditions set out in the Placing
Agreement relating to the Firm Placing
"Firm Placing Shares" the new Ordinary Shares to be issued
pursuant to Firm Placing
"Firm Subscription" the proposed subscriptions for the Firm
Subscription Shares at the Issue Price
pursuant to the Subscription Letters
"Firm Subscription Shares" the 2,058,824 new Ordinary Shares to
be issued pursuant to the Firm Subscription
"First Admission" admission of the Firm Fundraising Shares
to trading on AIM becoming effective
in accordance with Rule 6 of the AIM
Rules which is expected to take place
at 8.00 a.m. on 1 December 2023
"Form of Proxy" the form of proxy for use at the General
Meeting and enclosed with the Circular
" FSMA " the Financial Services and Markets Act
2000, as amended
" Fundraising " the Placing, the Subscription and, to
the extent exercised, the Broker Option
" Fundraising Resolution the Resolution numbered 1 set out in
" the Notice of General Meeting
" Fundraising Shares " the Placing Shares, the Subscription
and "New Ordinary Shares" Shares and, to the extent exercised,
the Broker Option Shares
"General Meeting" the general meeting of the Company to
be held at the offices of Fieldfisher
LLP, Riverbank House, 2 Swan Lane, EC4R
3TT on 15 December 2023 at 10.00 a.m.,
notice of which is to be set out at
the end of the Circular and sent to
shareholders shortly
"Group" the Company and its subsidiary undertakings
(as defined in the Act) as at the date
of this Announcement
"Issue Price" 17 pence per Fundraising Share
"London Stock Exchange" London Stock Exchange plc
"MAR" the Market Abuse Regulation (EU/596/2014)
as it forms part of the domestic law
of England and Wales by virtue of the
European Union (Withdrawal) Act 2018
(as amended from time to time)
"Notice of General Meeting" the notice convening the General Meeting
to be set out at the end of the Circular
and sent to shareholders shortly
"OEM" original equipment manufacturer
"Official List" the official list of the FCA
"Ordinary Shares" the ordinary shares of GBP0.0011 each
in the capital of the Company
"Overseas Shareholders" those Shareholders with registered addresses
outside the UK or who are incorporated
in, registered in or otherwise resident
or located in, countries outside the
UK
"Padmini" Padmini VNA Mechatronics Limited
"PDMR" person discharging managerial responsibility
for the purposes of MAR
"Placees" subscribers of Placing Shares
"Placing" together, the Firm Placing and the Conditional
Placing and, if the Broker Option is
exercised in accordance with the Placing
Agreement, the Broker Option
"Placing Agreement" the conditional agreement dated 27 November
2023 between the Company and Canaccord
Genuity relating to the Placing
Placing Documents the Placing Agreement, the Circular,
this Announcement, the announcement
relating to the results of the Placing,
the announcement giving details of the
number of Broker Option Shares to be
allotted (if the Broker Option is exercised),
the marketing presentation used as part
of the bookbuild process and any amended
or supplemented version of any of them
" Placing Shares " the Firm Placing Shares and Conditional
Placing Shares which have been conditionally
placed by Canaccord Genuity with institutional
and other investors pursuant to the
Placing
"Registrars" or "Share Share Registrars Limited of 3 The Millennium
Registrars" Centre, Crosby Way, Farnham, Surrey,
GU9 7XX
"Regulation S" Regulation S under the Securities Act
"Regulatory Information has the meaning given to it in the AIM
Service" Rules
"Relevant Persons" has the meaning given to that term in
Appendix I to this Announcement
"Resolutions" the resolutions to be proposed at the
General Meeting as set out in the Notice
of General Meeting
"Saietta VNA" Saietta VNA Private Limited, the Company's
49% owned joint venture company with
Padmini
"Second Admission" admission of the Conditional Fundraising
Shares to trading on AIM becoming effective
in accordance with Rule 6 of the AIM
Rules which is expected to take place
at 8.00 a.m. on 19 December 2023
"Securities Act" United States Securities Act of 1933
"Shareholders" registered holders of Ordinary Shares
" Subscription " the Firm Subscription and the Conditional
Subscription
" Subscription Letters the letter agreements dated on or about
" 27 November 2023 between the Company
and each of the persons procured by
or on behalf of the Company relating
to the subscription for the Subscription
Shares
" Subscription Shares the Firm Subscription Shares and the
" Conditional Subscription Shares which
are proposed to be allotted and issued
by the Company and subscribed for by
direct subscribers pursuant to the Subscription
"uncertificated" or "in recorded on a register of securities
uncertificated form" maintained by Euroclear in accordance
with the CREST Regulations as being
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 "UK" the United Kingdom of Great Britain
and Northern Ireland
"United States" or "US" the United States of America, its territories,
or possessions, and any state of the
United States of America, the District
of Columbia and all areas subject to
its jurisdiction, or any political subdivision
thereof
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END
IOEUBSBROUUAUAA
(END) Dow Jones Newswires
November 27, 2023 12:45 ET (17:45 GMT)
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