TIDMVLX
RNS Number : 5728D
Volex PLC
22 June 2023
THIS ANNOUNCEMENT (INCLUDING THE APPIX) (THE "ANNOUNCEMENT") AND
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES (INCLUDING ITS
TERRITORIES AND DEPENCIES, ANY STATE OF THE UNITED STATES AND THE
DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN VOLEX PLC OR ANY OTHER ENTITY IN
ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS
DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION
WITH, ANY INVESTMENT DECISION IN RESPECT OF VOLEX PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE UK VERSION OF EU REGULATION 596/2014 WHICH
FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018 ("MAR").
22 June 2023
Volex plc
("Volex", the "Company" or the "Group")
Acquisition of Murat Ticaret
Placing and retail offer to raise approximately GBP60
million
Volex (AIM: VLX), the specialist integrated manufacturer of
critical power and data transmission products, announces that it
has agreed to acquire the entire issued share capital of Murat
Ticaret Kablo Sanayi A. . ("Murat Ticaret"), a leading manufacturer
of complex wire harnesses headquartered in Turkey for a total
consideration of up to approximately EUR178.1 million, together
with a placing and retail offer to raise gross proceeds of
approximately GBP60 million in aggregate.
Acquisition highlights
-- The acquisition of Murat Ticaret, a leading manufacturer of
complex wire harnesses for the off-highway sector for a total
consideration of up to approximately EUR178.1 million ($194.5
million(1) ) on a cash free, debt free basis and adjusted for
normalised working capital (the "Acquisition")
-- The Acquisition is in line with Volex's strategy of organic
growth, supplemented by value-enhancing M&A, and represents a
significant step in achieving the Group's stated five-year plan, in
particular, broadening the product offering and customer base,
expanding the manufacturing footprint, and further diversifies the
Group, creating a new, fifth end market
-- Murat Ticaret is a highly profitable business with a strong
financial track record. In the year ended 31 December 2022, it
delivered consolidated revenue and underlying EBITDA of
approximately EUR158 million ($172 million(1) ) and EUR33 million
($37 million(1) ) respectively. Murat Ticaret has generated EBITDA
margins of approximately 20 per cent. over its last three financial
years and is highly cash generative, with cash conversion averaging
approximately 80 per cent. over the same period
-- The consideration of up to approximately EUR178.1 million will be satisfied through:
o EUR136.5 million in initial cash consideration; and
o up to EUR41.6 million of deferred contingent consideration
payable over two years subject to certain performance
conditions
-- The initial cash consideration of EUR136.5 million will be
satisfied by the net cash proceeds from the Fundraising of
approximately GBP58.5 million (EUR68.4 million(2) ) and the
remaining EUR68.1 million balance will be funded from existing and
amended debt facilities
-- The enterprise value of EUR178.1 million implies an
acquisition multiple of 5.3x Murat Ticaret's CY2022 EBITDA
-- Volex will retain a strong balance sheet post-transaction,
with March 2023 pro-forma pre-IFRS 16 leverage (annualised for the
Acquisition) expected to be less than 1.5x with a clear pathway to
de-leveraging towards 1.0x in the medium term(3)
-- The Acquisition is expected to complete in two to three
months, subject to approval by the Turkish and Macedonian
competition authorities
Compelling strategic rationale and growth opportunity from the
combination
-- Murat Ticaret is a highly complementary business with similar
characteristics which fit the Volex model. In particular, the
Acquisition:
o Delivers immediate scale in the attractive off-highway sector
creating access to a new, fifth growth market:
- High single-digit growth rates anticipated in its end markets
- Diverse customer base including major global manufacturers
- Adds non-competing, complementary products to Volex's
capabilities across a broad range of geographies
o Offers an attractive opportunity to develop Murat Ticaret's
North American sales
- Opportunity to expand operations in an attractive, fragmented
North American market, leveraging Volex's existing footprint in
North America
o Drives a wide range of cross-selling opportunities
- Ability to market the full range of Volex production
capabilities to the acquired customer base
o Supply chain scale and cost benefits from enhanced purchasing
power
- With eight manufacturing sites across three continents, the
additional scale will increase Group purchasing power within the
supply chain, creating operational efficiency benefits
o Structurally improves Group underlying operating margin
- Expected to be approximately 10 per cent. in the first full
year of ownership and expected to move to more than 10 per cent.
over time
o Expected to be mid-teens earnings enhancing in the first full
year of ownership with ROIC exceeding Group cost of capital in year
one
Fundraising highlights
-- Proposed placing (the "Placing") and retail offer (the "REX
Retail Offer") of 21,818,181 new ordinary shares of 25 pence each
in the Company ("New Ordinary Shares"), at a price of 275 pence per
share (the "Offer Price") to raise gross proceeds of approximately
GBP60 million (the "Fundraising")
-- The New Ordinary Shares represent approximately 13.7 per
cent. of the Company's existing issued share capital as at the date
of this Announcement
-- The Offer Price represents a discount of approximately 3.8
per cent. to the closing mid-market price of 286 pence per share on
21 June 2023, being the last practicable date prior to the release
of this Announcement. The net proceeds of the Fundraising will be
used to part-fund the Acquisition
-- Certain Directors of the Company have indicated their
intention to subscribe for 5,461,088 New Ordinary Shares amounting
to approximately GBP15 million at the Offer Price
-- The Placing is being conducted through an accelerated
bookbuild process (the "Bookbuild") which will commence immediately
following this Announcement in accordance with the terms and
conditions set out in the Appendix. HSBC Bank plc ("HSBC") and Peel
Hunt LLP ("Peel Hunt") are acting as joint global co-ordinators and
joint bookrunners (the "Joint Global Co-ordinators") with respect
to the Placing
-- A separate announcement will be made shortly regarding the REX Retail Offer and its terms
-- The Fundraising is not conditional upon completion of the
Acquisition. In the unlikely event that the Acquisition does not
complete, the Board's current intention is to invest the net
proceeds of the Fundraising for general corporate purposes, and,
where possible, financing other acquisition opportunities that
fulfil the Company's strategic objectives
-- Application has been made to London Stock Exchange plc for
the New Ordinary Shares to be admitted to trading on AIM
("Admission"). It is expected that Admission will become effective,
and that dealings will commence at 8.00 a.m. on 26 June 2023
-- The New Ordinary Shares, when issued and fully paid, will
rank pari passu in all respects with Volex's existing ordinary
shares and will rank pari passu for all dividends or other
distributions declared, made or paid after the date of issue of the
New Ordinary Shares
Nat Rothschild, Executive Chairman of Volex, said:
"We're extremely excited to announce the acquisition of Murat
Ticaret, which we believe is an exceptional fit with Volex, and is
expected to be highly earnings accretive. Murat Ticaret is a very
complementary business, as a high mix, low volume manufacturer,
with a strong customer base, and many characteristics which fit
well with our business model.
"Over a period of three years, we have been able to get to know
the business and management team well, all of whom will transfer to
Volex, and we look forward to welcoming our new colleagues to the
Group later this year.
"We believe this transaction is truly transformational for
Volex, further diversifying our end market and customer exposure by
adding a new, fifth growth end market, broadening our product and
knowledge offering, whilst structurally improving the profitability
of the Group."
Footnote
1. EUR/USD FX of 1.092 as of 21 June 2023
2. GBP/EUR FX of 1.169 as of 21 June 2023
3. Leverage is calculated excluding the impact of IFRS 16 to
align with the way this is measured by the Group's lending
banks
Market Abuse Regulation
The information contained within this Announcement is deemed by
the Company to constitute inside information as stipulated under
MAR. Upon the publication of this Announcement via a regulatory
information service, this inside information is now considered to
be in the public domain.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055 as it forms part of UK law by virtue of
the European Union (Withdrawal) Act 2018, the person responsible
for arranging release of this Announcement on behalf of the Company
is Christian Bedford, Group General Counsel and Company
Secretary.
In addition, market soundings (as defined in MAR) were taken in
respect of the Fundraising and the Acquisition 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 being made by the Company today. Therefore, those
persons that received inside information in a market sounding are
no longer in possession of such inside information relating to the
Company and its securities.
Terms used but not defined elsewhere in this Announcement shall
have the meanings given to such terms in the Definitions section of
the Appendix to this Announcement.
Enquiries:
Volex plc +44 (0) 7971 156 431
Nat Rothschild, Executive Chairman Investor.relations@volex.com
Jon Boaden, Chief Financial Officer
HSBC (Joint Global Co-Ordinator and Joint
Corporate Broker) +44 (0) 20 7991 8888
Simon Alexander
Keith Welch
Joe Weaving
Robert Baker
Peel Hunt (Nominated Adviser, Joint Global
Co-Ordinator and Joint Corporate Broker) +44 (0) 20 7418 8900
Investment Banking: Ed Allsopp / Mike Bell
/ Tom Ballard / Ben Harrington
Syndicate: Sohail Akbar / Jock Maxwell Macdonald
P owerscourt (Public Relations)
J ames White
Nicholas Johnson + 44 (0) 7250 1446
Background to and reasons for the Acquisition
Volex has a clear and established strategy to grow organically,
focussed on growth markets, complemented by earnings accretive
acquisitions. Over the last five years, the Group has significantly
improved its operational efficiency, accelerated its vertically
integrated capabilities, and expanded its geographical footprint,
enhanced through the acquisition of 10 high performing businesses,
successfully deploying over $200 million.
In 2022, having delivered its five-year plan set out in 2019 a
year early, the Company announced a new ambitious plan, to achieve
Group revenues of $1.2 billion by the end of FY2027. An element of
the growth plan is to generate at least $200 million of revenue
from new acquisitions, in sectors which the Group has a deep
understanding and knowledge, with long-term customers and proven
capabilities, with the potential to enhance the Group's margin
profile.
The Board believes that the acquisition of Murat Ticaret, a
profitable, high margin, growth business, complements and adds to
the Group's existing capabilities, broadening the product offer and
customer base, providing access to new growth end market segments,
and generates an attractive opportunity to further penetrate the
North American market through cross-selling. The Acquisition is
expected to be mid-teens earnings enhancing in the first full year
of ownership, being the Company's financial year ending 31 March
2025. It is expected to structurally improve the Group's underlying
operating margin to more than 10 per cent. over time. The
Acquisition has a clear fit with the Group's strategy, shares many
similar characteristics with Volex, and will represent a
significant step in achieving its five year plan.
Murat Ticaret has a long established management team, with an
aligned commercial approach and excellent customer relationships.
The Directors and other key operational management will remain with
the business on completion of the Acquisition.
In order to obtain the deferred contingent consideration, Murat
Ticaret will need to achieve certain financial criteria, which will
be assessed at the 12 and 24 month anniversaries of the completion
of the Acquisition. The Directors expect these financial hurdles to
be achieved and that the deferred contingent consideration will be
paid. Up to EUR41.6 million of deferred contingent consideration is
payable in respect of the financial performance in each of the two
years, subject to catch up rights and the overall deferred
contingent consideration cap of EUR41.6 million. The Company
retains the option to satisfy the deferred contingent consideration
entirely in cash, or up to approximately 50 per cent. in Volex
ordinary shares, at its discretion.
The Board has concluded that it is appropriate to fund the
initial cash consideration of the Acquisition through a combination
of debt and equity, which will ensure the Company retains a strong
balance sheet post-transaction, providing flexibility for further
organic growth investments, and bolt-on acquisitions.
Murat Ticaret Overview
Established in 1969 and headquartered in Gebze, Turkey, Murat
Ticaret is a wiring harness company operating in 3 continents and
serving customers in over 26 countries. Murat Ticaret produces
electrical wiring harnesses, battery cables and serves as a
supplier to original equipment manufacturers in the markets of
public transportation, construction, agriculture, material
handling, utility vehicles, passenger cars and commercial vehicles.
In addition to manufacturing services, it delivers value added
services such as engineering and design. Customers include four of
the five largest agricultural equipment manufacturers in the world,
the largest lift truck manufacturer in Europe and the largest bus
builder in Turkey.
In the year ended 31 December 2022, Murat Ticaret generated
consolidated revenue and underlying EBITDA of approximately EUR158
million and EUR33 million respectively. Murat Ticaret has doubled
its revenue in the last three years due to strong customer demand
for agile and competitive manufacturing solutions, and delivered
EBITDA margins of approximately 20 per cent. over the same period.
Murat Ticaret is highly cash generative with low ongoing capex
requirements.
As at 31 December 2022, Murat Ticaret had net assets of
approximately EUR69 million.
The financial information presented in this Announcement, (in
the case of revenue, underlying EBITDA, and net assets of Murat
Ticaret) is derived from the third party financial due diligence
report commissioned by the Company on Murat Ticaret in respect of
Murat Ticaret's financial years ended 31 December 2020, 2021 and
2022. The underlying figures originate from Murat Ticaret
management accounts, which have been subject to further adjustments
to reflect a form consistent with the accounting policies adopted
by Volex in its own annual consolidated financial statements,
including, inter alia, consolidation of the global operations of
the assets to be acquired and conversion into IFRS.
Murat Ticaret has made a strong start to its financial year
ending 31 December 2023, with revenue growth in line with
management expectations. Murat Ticaret revenues are expected to
grow in line with a blended market annual growth rate of
approximately 7 per cent.. Following the acquisition, Volex plans
to invest in the enhancement of the sales team, support functions
and business processes in the Murat Ticaret organisation. This will
align the operating model with other businesses within the Group
and create a platform for future scalable growth. As a consequence,
underlying EBITDA margins of 15 - 16 per cent. are expected for
Murat Ticaret going forwards.
The freeholds of most of Murat Ticaret's operating properties
are being transferred out of Murat Ticaret's corporate group prior
to completion of the Acquisition and leased back to the Group on
arms-length terms. The Group has been granted a right to re-acquire
the freehold of these properties at fair market value at any point
during the four-year period following completion of the
Acquisition. It then has a right of first refusal, at fair market
value, for a further four years in the event that the Sellers
decide to sell the freeholds during that additional period.
There are two further Murat Ticaret operating properties, the
freeholds of which are being acquired by the Group as part of the
Acquisition. On the sixth anniversary of completion of the
Acquisition, the Group has the option to sell the freehold to those
properties to the Sellers and enter into leaseback arrangements on
arms-length terms in respect of the same. The consideration for
those sales would be fair market value and such sales would give
rise to additional consideration payable to the Sellers under the
Acquisition Agreement - there would therefore be no net cash impact
on the Group. If the Group elects to retain the freehold to those
two properties at any point up to the expiry of the sixth
anniversary of completion of the Acquisition, this would give rise
to the payment by the Group of deferred consideration equal to the
fair market value of those properties, with a corresponding cash
impact on the Group.
Additional details of the Fundraising
The Company is raising approximately GBP60 million (before
expenses) to part-fund the initial cash consideration for the
Acquisition. The Fundraising comprises the Placing and the REX
Retail Offer.
Certain Directors of the Group have indicated their intention to
participate in the Placing, which amounts to expected gross
proceeds of approximately GBP15 million in aggregate. The following
PDMRs have indicated their intention to participate in the
Placing.
Name Number Percentage Number of Number of Ordinary Percentage
of existing of existing New Ordinary Shares on Admission of Enlarged
Ordinary issued share Shares Share Capital
Shares capital on Admission
Nat Rothschild(1) 39,321,176 24.71% 5,391,272 44,712,448 24.71%
------------- -------------- -------------- --------------------- ---------------
Jon Boaden 15,054 0.01% 9,090 24,144 0.01%
------------- -------------- -------------- --------------------- ---------------
Dean Moore 15,000 0.01% 3,636 18,636 0.01%
------------- -------------- -------------- --------------------- ---------------
Amelia Murillo nil nil 55,272 55,272 0.03%
------------- -------------- -------------- --------------------- ---------------
Sir Peter Westmacott 5,900 0.00% 1,818 7,718 0.00%
------------- -------------- -------------- --------------------- ---------------
(1) Nat Rothschild holds shares directly, and via NR Holdings
Limited, of which he is a beneficiary.
The Company is issuing New Ordinary Shares amounting to
approximately 13.7 per cent. of its existing issued ordinary share
capital on a non-pre-emptive basis pursuant to the Fundraising, and
members of the Board have consulted with the Company's major
institutional shareholders ahead of the release of this
Announcement. A cashbox structure has been chosen for the
Fundraising as it minimises cost, time to completion, as well as
exposure to market volatility, and provides the Sellers with
greater transaction certainty. The consultation has confirmed the
Board's view that the Fundraising is in the best interests of
shareholders, as well as wider stakeholders in the Company. The
Company also considers it important that retail shareholders have
an opportunity (where it is practicable for them to do so) to
participate in the Fundraising on equivalent terms and conditions
to the Placing. Accordingly, the Company is offering its existing
retail shareholders the opportunity to participate through the REX
Retail Offer.
This Announcement should be read in its entirety. In particular,
the information provided in the "Important Notices" section of this
Announcement and the Appendix to this Announcement (which forms
part of this Announcement) which sets out the terms and conditions
of the Placing should be read and understood. Persons who have
chosen to participate in the Placing, by making an oral or written
offer to acquire Placing Shares, will be deemed to have read and
understood this Announcement in its entirety (including the
Appendix) and to be making such offer on the terms and subject to
the conditions herein, and to be providing the representations,
warranties, agreements, confirmations, acknowledgements and
undertakings contained in the Appendix.
IMPORTANT NOTICES
Neither this Announcement, nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in
or into the United States (including its territories and
dependencies, any state of the United States and the District of
Columbia), Australia, Canada, Japan, New Zealand or the Republic of
South Africa or to any persons in any of those jurisdictions or any
other jurisdiction where to do so would constitute a violation of
the relevant securities laws of such jurisdiction. This
Announcement is for information purposes only and does not
constitute an offer to sell or issue, or the solicitation of an
offer to buy, acquire or subscribe for any shares in the capital of
the Company in the United States, Australia, Canada, Japan or the
Republic of South Africa or any other state or jurisdiction in
which such offer or solicitation is not authorised or to any person
to whom it is unlawful to make such offer or solicitation. Any
failure to comply with these restrictions may constitute a
violation of securities laws of such jurisdictions.
The New Ordinary Shares have not been, and will not be,
registered under the US Securities Act of 1933, as amended (the "US
Securities Act"), or under the securities laws of any state or
other jurisdiction of the United States and may not be offered,
sold, resold, transferred or delivered, directly or indirectly, in
or into the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the US Securities Act and in compliance with the securities laws of
any state or other jurisdiction of the United States. There will be
no public offering of the New Ordinary Shares in the United States.
The New Ordinary Shares are being offered and sold (i) outside of
the United States in "offshore transactions" in accordance with
Regulation S under the US Securities Act, and (ii) within the
United States only to persons reasonably believed to be "qualified
institutional buyers" ("QIBs") as defined in Rule 144A under the US
Securities Act pursuant to an applicable exemption from, or in
transactions not subject to, the registration requirements of the
Securities Act
All offers of New Ordinary Shares will be made pursuant to an
exemption under the Regulation (EU) 2017/1129 (the "Prospectus
Regulation") (and in the UK, the UK version of that regulation) as
amended from time to time from the requirement to produce a
prospectus. No prospectus will be made available in connection with
the matters contained in this Announcement and no such prospectus
is required (in accordance with the Prospectus Regulation) to be
published. Persons needing advice should consult an independent
financial adviser.
Members of the public are not eligible to take part in the
Placing. This Announcement and the terms and conditions set out in
the Appendix are for information purposes only and are directed
only at: (a) persons in Member States of the Economic European Area
who are qualified investors within the meaning of article 2(1)(e)
of the Prospectus Regulation ("Qualified Investors"); (b) if in the
United States, persons who are reasonably believed to be a QIB (as
defined in Rule 144A under the US Securities Act); and (c) in the
United Kingdom, persons who are qualified investors within the
meaning of the UK version of the Prospectus Regulation and who (i)
have professional experience in matters relating to investments
falling within the definition of "investment professionals" in
article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"); (ii)
are persons falling within article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations, etc") of the Order; or
(iii) are persons to whom it may otherwise be lawfully
communicated; (all such persons together being referred to as
"Relevant Persons"). This Announcement must not be acted on or
relied on by persons in any EEA member state by persons who are not
Qualified Investors or by persons in the UK who are not Relevant
Persons.
The distribution of this Announcement (including the Appendix)
and the offering of the New Ordinary Shares in certain
jurisdictions may be restricted by law. No action has been taken by
the Company, HSBC and/or Peel Hunt 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, HSBC and Peel Hunt to inform themselves about, and to
observe, such restrictions.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA"), by a person authorised
under FSMA. This Announcement is being distributed to persons in
the United Kingdom only in circumstances in which section 21(1) of
FSMA does not apply.
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 has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made by HSBC or Peel Hunt, or by
any of their respective partners, directors, officers, employees,
advisers, consultants, 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 any interested person
or its advisers, and any liability therefore is expressly
disclaimed. None of the information in this Announcement has been
independently verified or approved by HSBC or Peel Hunt or any of
their respective partners, directors, officers, employees,
advisers, consultants, affiliates or agents. Save for any
responsibilities or liabilities, if any, imposed on HSBC and/or
Peel Hunt by FSMA or by the regulatory regime established under it,
no responsibility or liability is accepted by HSBC or Peel Hunt or
any of their respective partners, directors, officers, employees,
advisers, consultants, affiliates or agents for any errors,
omissions or inaccuracies in such information or opinions or for
any loss, cost or damage suffered or incurred howsoever arising,
directly or indirectly, from any use of this Announcement or its
contents or otherwise in connection with this Announcement or from
any acts or omissions of the Company in relation to the
Fundraising.
Each of Peel Hunt, which is authorised and regulated by the FCA,
and HSBC, which is authorised by the Prudential Regulation
Authority ("PRA") and regulated in the United Kingdom by the PRA
and the FCA, is acting exclusively for the Company and no one else
in connection with the Placing and the matters referred to herein.
Neither HSBC nor Peel Hunt will regard any other person(s) (whether
or not a recipient of this document) as a client in relation to the
Placing, and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective
clients or for the giving of advice in relation to any transaction,
matter, or arrangement referred to in this document.
Cautionary statements
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company. As a
result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals
and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made. The
information contained in this Announcement is subject to change
without notice and except as required by applicable law or
regulation (including to meet the requirements of the AIM Rules,
MAR, the Prospectus Regulation Rules and/or FSMA), the Company
expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in
this Announcement to reflect any changes in the Company's
expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statements are based.
Statements contained in this Announcement regarding past trends or
activities should not be taken as representation that such trends
or activities will continue in the future. You should not place
undue reliance on forward-looking statements, which speak only as
of the date of this Announcement.
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 years would necessarily match or exceed the
historical published earnings per share of the Company.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the New Ordinary Shares. Any
investment decisions to buy New Ordinary Shares in the Fundraising
must be made solely on the basis of publicly available information,
which has not been independently verified by HSBC or Peel Hunt.
The New Ordinary Shares to be issued pursuant to the Fundraising
will not be admitted to trading on any stock exchange other than
AIM, a market operated by the London Stock Exchange plc.
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.
Information to Distributors
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements")
and/or any equivalent requirements elsewhere to the extent
determined to be applicable, and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance
Requirements and/or any equivalent requirements elsewhere to the
extent determined to be applicable) may otherwise have with respect
thereto, the New Ordinary Shares have been subject to a product
approval process, which has determined that the New Ordinary Shares
are: (i) compatible with an end target market of retail investors
and investors who meet the criteria of professional clients and
eligible counterparties, each defined in Chapter 3 of the FCA
Handbook Conduct of Business Sourcebook; and (ii) eligible for
distribution through all permitted distribution channels (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the New
Ordinary Shares may decline and investors could lose all or part of
their investment; the New Ordinary Shares offer no guaranteed
income and no capital protection; and an investment in the New
Ordinary Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, each of HSBC and Peel Hunt has only procured investors
who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the Placing
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
APPIX
TERMS AND CONDITIONS OF THE PLACING
Terms and Conditions - Important Information for Placees Only
Regarding the Placing
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION,
FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND
DEPENCIES, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF
COLUMBIA) , AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC
OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL .
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING.
ALL OFFERS OF PLACING SHARES IN THE UNITED KINGDOM WILL BE MADE
PURSUANT TO AN EXEMPTION UNDER THE UK PROSPECTUS REGULATION (AS
DEFINED BELOW) FROM THE REQUIREMENT TO PRODUCE A PROSPECTUS. ALL
OFFERS OF PLACING SHARES IN THE EUROPEAN ECONOMIC AREA ("EEA") WILL
BE MADE PURSUANT TO AN EXEMPTION UNDER THE EU PROSPECTUS REGULATION
(AS DEFINED BELOW) FROM THE REQUIREMENT TO PRODUCE A
PROSPECTUS.
THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR
INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO: (A)
IF IN THE UNITED KINGDOM, ARE PERSONS WHO ARE QUALIFIED INVESTORS
WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION
(EU) 2017/1129 AS SUPPLEMENTED BY COMMISSION DELEGATED REGULATION
(EU) 2019/980 AND COMMISSION DELEGATED REGULATION (EU) 2019/979
(THE "EU PROSPECTUS REGULATION") AS AMED AND TRANSPOSED INTO THE
LAWS OF THE UNITED KINGDOM PURSUANT TO THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 AND THE EUROPEAN UNION (WITHDRAWAL AGREEMENT)
ACT 2020 (AS AMED) (THE "UK PROSPECTUS REGULATION") AND WHO ARE:
(I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5)
OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 AS AMED (THE "ORDER"); (II) PERSONS FALLING
WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER OR (III) PERSONS TO
WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED AND (B) IF IN A
MEMBER STATE OF THE EEA, PERSONS WHO ARE "QUALIFIED INVESTORS" (AS
DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION, INCLUDING
ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE) (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT
BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.
SUBJECT TO CERTAIN LIMITED EXCEPTIONS, THE PLACING SHARES ARE BEING
OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH,
REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE
WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES OR ELSEWHERE. The Placing Shares
have not been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the United
States or any US regulatory authority, nor have any of the
foregoing authorities passed upon or endorsed the merits of any
proposed offering of the Placing Shares, or the accuracy or
adequacy of this Announcement. Any representation to the contrary
is a criminal offence in the United States.
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY
THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS
SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
AND THIS APPIX DO NOT CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION
OF ANY SECURITIES IN THE COMPANY. PERSONS INTO WHOSE POSSESSION
THIS ANNOUNCEMENT (INCLUDING THE APPIX) COMES ARE REQUIRED BY THE
COMPANY AND THE JOINT GLOBAL CO-ORDINATORS TO INFORM THEMSELVES
ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN REVIEWED BY ANY
REGULATORY AUTHORITY IN THE UNITED KINGDOM OR ELSEWHERE. YOU ARE
ADVISED TO EXERCISE CAUTION IN RELATION TO THE PLACING. EACH PLACEE
SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND
RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.
By participating in the Placing, Placees will be deemed to have
read and understood this Announcement in its entirety and to be
participating in the Placing on the terms and conditions, and to be
providing the representations, warranties, acknowledgements and
undertakings, contained in this Appendix. In particular, each
Placee represents, warrants and acknowledges that:
(1) it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
(2) it is and, at the time the Placing Shares are acquired, will
be either (a) outside the United States and acquiring the Placing
Shares in an "offshore transaction" in accordance with Regulation S
under the Securities Act ("Regulation S") or (ii) a "qualified
institutional buyer" ("QIB") as defined in Rule 144A under the
Securities Act who has duly executed a US investor letter in a form
satisfactory to the Company and the relevant Joint Global
Co-ordinator; or
(3) if it is a financial intermediary, as that term is used in
Article 2(d) of the EU Prospectus Regulation or Article 5(1) of the
UK Prospectus Regulation (as applicable) , that any Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public other
than an offer or resale in a member state of the European Economic
Area which has implemented the EU Prospectus Regulation to
Qualified Investors, or in the United Kingdom to qualified
investors within the meaning of the UK Prospectus Regulation, or in
circumstances in which the prior consent of the Joint Global
Co-ordinators has been given to each such proposed offer or
resale.
The Company and each of the Joint Global Co-ordinators will rely
upon the truth and accuracy of the foregoing representations,
warranties, acknowledgements and agreements.
The Placing Shares are, subject to certain exceptions (in which
case the investor will be required to sign a US investor letter in
a form satisfactory to the Company and the relevant Joint Global
Co-ordinator), being offered and sold outside the United States in
accordance with Regulation S under the Securities Act in an
offshore transaction (as such term is defined in Regulation S under
the Securities Act).
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance, the New Zealand Financial
Markets Authority or the South African Reserve Bank; and the
Placing Shares have not been, nor will they be, registered under or
offered in compliance with the securities laws of any state,
province or territory of Australia, Canada, Japan, 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, the
Republic of South Africa or any other jurisdiction in which such
offer, sale, resale or delivery would be unlawful.
The distribution of this Announcement and the Placing or issue
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company, the Joint Global
Co-ordinators or any of their affiliates that would permit an offer
of the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such Placing Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Joint Global
Co-ordinators to inform themselves about and to observe any such
restrictions.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
Bookbuild
Following this Announcement, the Joint Global Co-ordinators will
commence the Bookbuild to determine demand for participation in the
Placing by Placees. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares. The book will open with
immediate effect and will close at the discretion of the Company
and the Joint Global Co-ordinators. Members of the public are not
entitled to participate in the Placing. This Appendix gives details
of the terms and conditions of, and the mechanics of participation
in, the Placing.
Details of the Placing Agreement and the Placing Shares
The Joint Global Co-ordinators have today entered into the
Placing Agreement (the "Placing Agreement") under which, subject to
the terms and conditions set out therein, each of the Joint Global
Co-ordinators has agreed to use reasonable endeavours to procure
subscribers for the Placing Shares and, to the extent that any
Placee defaults in paying the Offer Price (as defined below) in
respect of any of the Placing Shares allocated to it, each of the
Joint Global Co-ordinators has agreed, severally and not jointly or
jointly and severally, to subscribe for such Placing Shares at the
Offer Price.
The price per Placing Share is 275 pence per Placing Share (the
"Offer Price"). The final number of Placing Shares will be decided
at the close of the Bookbuild following the execution of the terms
of sale by the Company and the Joint Global Co-ordinators (the
"Terms of Sale"). The timing of the closing of the book and
allocations are at the discretion of the Company and the Joint
Global Co-ordinators. Details of the number of Placing Shares will
be announced as soon as practicable after the close of the
Bookbuild.
The Placing is conditional upon the Placing Agreement becoming
unconditional in all respects, including, inter alia, Admission
occurring not later than 8.00 a.m. (London time) on 26 June 2023
(or such later date as may be agreed between the Company and the
Joint Global Co-ordinators), the execution of the Terms of Sale and
the warranties in the Placing Agreement not being , in the opinion
of either of the Joint Global Co-ordinators, untrue or inaccurate
or misleading when made nor becoming untrue or inaccurate in any
respect or misleading by reference to the facts and circumstances
existing at the time .
The Placing Shares will, when issued, be subject to the articles
of association of the Company, be credited as fully paid and will
rank pari passu in all respects with the existing ordinary shares
in the Company (the "Ordinary Shares"), including the right to
receive all dividends and other distributions declared, made or
paid in respect of such Ordinary Shares after the date of
Admission.
The Placing Agreement is subject to customary conditions and
termination rights. The issue of the Placing Shares is to be
effected by way of a cash box placing. In accordance with the
Placing Agreement and a subscription and transfer agreement entered
into between the Company, a Jersey-incorporated subsidiary of the
Company ("Newco") and Peel Hunt, the Company will allot and issue
the Placing Shares on a non-pre-emptive basis to Peel Hunt, as bare
nominee for the Placees (pending transfer of legal title to the
Placees through CREST) and/or to the Placees themselves, as Peel
Hunt shall direct, in consideration for the transfer to the Company
by Peel Hunt of certain shares which it holds in Newco.
Accordingly, instead of receiving cash as consideration for the
issue of Placing Shares the Company will, conditional on Admission
and following the conclusion of the Placing, own all of the issued
share capital of Newco, whose only asset will be its cash reserves,
which will represent an amount approximately equal to the net
proceeds of the Placing.
As part of the Placing, the Company has agreed with the Joint
Global Co-ordinators that it will not, inter alia, issue or sell
any Ordinary Shares for a period of 180 days after Admission (other
than the grant of options pursuant to share option or incentive
plans in the ordinary course of business, the issue of Ordinary
Shares in connection with a scrip dividend scheme relating to the
Company's final dividend for its financial year ended 31 March 2023
and the issue of Ordinary Shares in accordance with the terms of
the agreement in respect of the Acquisition ("Acquisition
Agreement"), if applicable, in each case without the prior written
consent of the Joint Global Co-ordinators.
Applications for Admission
Application has been made for the Placing Shares to be admitted
to trading on AIM. It is expected that Admission will take place at
8.00 a.m. (London time) on 26 June 2023 (or such later date as may
be agreed between the Company and the Joint Global Co-ordinators)
and that dealings in the Placing Shares will commence at that
time.
Participation in, and principal terms of, the Placing
1. Each of the Joint Global Co-ordinators are acting as joint
global co-ordinator, joint bookrunner and agent of the Company in
connection with the Placing. Participation in the Placing will only
be available to persons who are Relevant Persons or who may
lawfully be, and are, invited to participate by the Joint Global
Co-ordinators.
2. The Joint Global Co-ordinators and their respective
affiliates and/or their agents are each entitled to participate in
the Placing as principal.
3. The Placing Shares will be issued to Placees at the Offer Price.
4. To bid in the Bookbuild, Placees should communicate their bid
by telephone and in writing to their usual sales contact at the
relevant Joint Global Co-ordinator. Each bid should state the
number of Placing Shares which the prospective Placee wishes to
subscribe for at the Offer Price . Each Joint Global Co-ordinator
reserves the right not to accept a bid from a potential Placee.
Bids may also be scaled down by the Joint Global Co-ordinators on
the basis referred to in paragraph 6 below.
5. Each prospective Placee's allocation in the Bookbuild
("Placing Participation") will be determined by the Company in
consultation with the relevant Joint Global Co-ordinator and their
Placing Participation will be confirmed orally and/or via written
correspondence by the relevant Joint Global Co-ordinator as agent
of the Company. That oral and/or written confirmation constitutes
an irrevocable legally binding commitment upon that person (who
will at that point become a Placee) to subscribe for the number of
Placing Shares allocated to it at the Offer Price on the terms and
conditions set out in this Appendix and in accordance with the
articles of association of the Company.
6. The Bookbuild will open with immediate effect. The timing of
the closing of the Bookbuild, pricing and allocations are at the
absolute discretion of the Company and the Joint Global
Co-ordinators. The Joint Global Co-ordinators may, in agreement
with the Company, accept bids that are received after the Bookbuild
has closed. The Joint Global Co-ordinators reserve the right to
scale back the number of Placing Shares to be subscribed for by any
Placee in the event of an oversubscription under the Placing. The
Joint Global Co-ordinators also reserve the right not to accept
offers for Placing Shares or to accept such offers in part rather
than in whole.
7. Each Placee also has an immediate, separate, irrevocable and
binding obligation, owed to the Joint Global Co-ordinators, each as
agents of the Company, to pay in cleared funds in Sterling at the
relevant time in accordance with the requirements set out below
under "Registration and Settlement", an amount equal to the product
of the Offer Price and the number of Placing Shares such Placee has
agreed to subscribe and the Company has agreed to allot and issue
to that Placee, conditional upon Admission becoming effective.
8. Irrespective of the time at which a Placee's Placing
Participation is confirmed, settlement for all Placing Shares to be
acquired pursuant to the Placing will be required to be made on the
same day, on the basis explained below under "Registration and
Settlement".
9. Completion of the Placing be subject to the fulfilment of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Termination of the Placing Agreement". In the event that the
Placing Agreement does not become unconditional in any respect or
is terminated, the Placing will not proceed.
10. By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee and is not subject to
any further conditions or requirements other than those set out in
this Announcement or Placing Agreement.
11. To the fullest extent permissible by law, neither the Joint
Global Co-ordinators nor the Company nor any of their affiliates,
agents, directors, officers, consultants or employees shall have
any liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, neither the Joint
Global Co-ordinators nor any of their affiliates, agents,
directors, officers, consultants or employees shall have any
liability (including to the extent permissible by law, any
fiduciary duties) in respect of the Joint Global Co-ordinators'
conduct of the Bookbuild (including the Joint Global Co-ordinators
entering or not entering into the Terms of Sale) or of such
alternative method of effecting the Placing as the Joint Global
Co-ordinators and the Company may agree.
Conditions of the Placing
The Placing Agreement is conditional on, inter alia:
(a) each of the warranties in the Placing Agreement not being,
in the opinion of either of the Joint Global Co-ordinators (acting
in good faith), untrue or inaccurate in any respect or misleading
when made nor becoming untrue or inaccurate in any respect or
misleading by reference to the facts and circumstances existing at
the time ;
(b) the Acquisition Agreement having been duly executed and
delivered by the parties thereto, having been performed to the
extent required prior to Admission in accordance with its terms and
not being varied (in any material respect), modified (in any
material respect), supplemented, rescinded or terminated (in whole
or in part) in the period up to Admission;
(c) the multicurrency revolving credit facility agreement made
between the Company and, inter alia, HSBC UK Bank plc, Citibank,
N.A., London Branch, Barclays Bank plc, Fifth Third Bank and
Unicredit SpA, London Branch and HSBC Bank plc as amended and
restated pursuant to an amendment and restatement deed dated 11
February 2022 (the "Facility Agreement") not being varied (in any
material respect), modified (in any material respect),
supplemented, rescinded or terminated (in whole or part) in the
period up to Admission, save as provided for in the Accordion
Option Notice (defined below);
(d) the accordion option notice related to the Facility
Agreement (the "Accordion Option Notice") having been entered into
by the parties thereto and not being varied (in any material
respect), modified (in any material respect), supplemented,
rescinded or terminated (in whole or part) in the period up to
Admission;
(e) there having been no material breach by the Company or Newco
of any of their obligations under the initial subscription and
option agreement or the subscription and transfer agreement in
respect of the Placing before Admission;
(f) in the opinion of either of the Joint Global Co-ordinators
(acting in good faith), there not having occurred a material
adverse change, whether or not foreseeable at the date of this
Agreement;
(g) the Company having complied in all material respects with
its obligations under the Placing Agreement which fall to be
performed or satisfied on or prior to Admission;
(h) the Joint Global Co-ordinators and the Company entering into the Terms of Sale;
(i) the Company allotting, subject only to Admission, the Placing Shares; and
(j) Admission taking place not later than 8.00 a.m. (London
time) on 26 June 2023 or such later date as the Company and the
Joint Global Co-ordinators may otherwise agree.
If (i) any of the conditions contained in the Placing Agreement
have not been fulfilled or waived by the Joint Global Co-ordinators
by the applicable time or date where specified (or such later time
and/or date as the Company and the Joint Global Co-ordinators may
agree), (ii) any of the conditions contained in the Placing
Agreement becomes incapable of being satisfied or (iii) the Placing
Agreement is terminated in accordance with its terms (as summarised
below), the Placing will lapse and the Placees' rights and
obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can
be made by the Placee in respect thereof.
The Joint Global Co-ordinators may, in their absolute discretion
and upon such terms as they think fit, waive fulfilment, in whole
or in part, of any or all of the conditions in the Placing
Agreement, other than that relating to, inter alia, Admission (to
the extent permitted by law or regulations), by giving notice in
writing to the Company. Any such waiver will not affect Placees'
commitments as set out in this Announcement.
None of the Joint Global Co-ordinators, the Company or any other
person shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive
or to extend the time and/or the date for the satisfaction of any
condition to the Placing nor for any decision they may make as to
the satisfaction of any condition or in respect of the Placing
generally or for entering or not entering into the Terms of Sale
and by participating in the Placing each Placee agrees that any
such decision is within the absolute discretion of the Joint Global
Co-ordinators and the Company.
Termination of the Placing Agreement
The Joint Global Co-ordinators are entitled, at any time before
Admission and in accordance with its terms, to terminate the
Placing Agreement by giving notice to the Company if, inter
alia:
(a) any of the warranties given by the Company in the Placing
Agreement or any statement in this Announcement, the management
presentation given by the Company in relation to the Placing or the
press announcement in respect of the REX retail offer to be issued
by the Company is , in the opinion of either of the Joint Global
Co-ordinators (acting in good faith), untrue or inaccurate in any
respect or misleading when made or has become untrue or inaccurate
in any respect or misleading by reference to the facts and
circumstances existing at the time ;
(b) any party to the Acquisition Agreement fails to comply with
its material obligations under the Acquisition Agreement that fall
to be performed prior to Admission or any right arises on the part
of the Company to terminate the Acquisition Agreement; or
(c) either the Company or Newco is in material breach of any of
its obligations under the initial subscription and option agreement
or the subscription and transfer agreement in respect of the
Placing;
(d) in the opinion of either of the Joint Global Co-ordinators
(acting in good faith), there not having occurred a material
adverse change, whether or not foreseeable at the date of this
Agreement;
(e) the Company has not complied in all material respects with
any of its obligations under the Placing Agreement (to the extent
such obligations fall to be performed prior to Admission); and
(f) there has been: (i) the suspension of trading in securities
generally on the London Stock Exchange or the New York Stock
Exchange, or trading is limited or minimum prices established on
any such exchange; (ii) the declaration of a banking moratorium in
London or by the US federal or New York State authorities or any
material disruption to commercial banking or securities settlement
or clearance services in the US or the UK; (iii) any change, or
development involving a prospective change, in national UK, US,
Turkish, European or international financial, economic, political,
industrial or market conditions or currency exchange rates or
exchange controls, or any incident of terrorism or outbreak or
escalation of hostilities or any declaration by the UK or the US or
any EEA member state of a national emergency or war or any other
calamity or crisis and whether or not foreseeable at the date of
the Placing Agreement; or (iv) any adverse change or prospective
adverse change since the date of the Placing Agreement in UK tax
affecting the Ordinary Shares, in each case which either of the
Joint Global Co-ordinators considers in its absolute discretion
(acting in good faith) to be likely to have an adverse effect on
the financial or trading position or the business or prospects of
the Company's group (the "Group") as enlarged by the Acquisition
(the "Enlarged Group") which is material in the context of the
Enlarged Group as a whole or which renders the Placing, the
Acquisition and/or Admission impracticable or inadvisable.
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 and the
Placing will not proceed.
By participating in the Placing, Placees agree that the exercise
by either Joint Global Co-ordinator of any right of termination or
by either Joint Global Co-ordinator of any other discretion under
the Placing Agreement, shall be within the absolute discretion of
the relevant Joint Global Co-ordinator and that it need not make
any reference to Placees and that it shall have no liability to
Placees whatsoever in connection with any such exercise or failure
so to exercise.
Lock-up
The Company has undertaken to the Joint Global Co-ordinators
that, between the date of the Placing Agreement and 180 calendar
days from the date of Admission, it will not issue Ordinary Shares
or enter into certain transactions involving or relating to the
Ordinary Shares, subject to certain carve-outs agreed between the
Joint Global Co-ordinators and the Company.
By participating in the Placing, Placees agree that the exercise
by the Joint Global Co-ordinators of any power to grant consent to
waive the undertaking by the Company of a transaction which would
otherwise be subject to the lock-up under the Placing Agreement
shall be within the absolute discretion of the Joint Global
Co-ordinators and that they need not make any reference to, or
consultation with, Placees and that they shall have no liability to
Placees whatsoever in connection with any such exercise of the
power to grant consent.
No Prospectus
The Placing Shares are being offered to Relevant Persons only
and will not be offered in such a way as to require a prospectus in
the United Kingdom, any member state of the EU or elsewhere. No
offering document or prospectus has been or will be submitted to be
approved by the FCA in relation to the Placing and Placees'
commitments will be made solely on the basis of the information
contained in this Announcement and any information publicly
released to a Regulatory Information Service by or on behalf of the
Company on or prior to the date of this Announcement and subject to
any further terms set forth in the contract note or trade
confirmation to be provided to the individual prospective
Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including this Appendix) is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the
Company or the Joint Global Co-ordinators or any other person and
neither the Company nor the Joint Global Co-ordinators nor any
other person will be liable for any Placee's decision to
participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have
obtained or received. Each Placee acknowledges and agrees that it
has relied on its own investigation of the business, financial or
other position of the Company in participating in the Placing.
Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
Registration and Settlement
The Placing
Settlement of transactions in the Placing Shares (ISIN:
GB0009390070) will take place within the system administered by
Euroclear UK & International Limited ("CREST"). Settlement will
be on a delivery versus payment basis. However, in the event of any
difficulties or delays in the admission of the Placing Shares to
CREST or the use of CREST in relation to the Placing, the Company
and the Joint Global Co-ordinators may agree that the Placing
Shares should be issued in certificated form.
The Joint Global Co-ordinators reserve the right to require
settlement for the Placing Shares, and to deliver the Placing
Shares to Placees, by such other means as they deem necessary if
delivery or settlement to Placees is not practicable within the
CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a contract note or trade confirmation stating the number of Placing
Shares to be allocated to it. Each such Placee agrees that it will
do all things necessary to ensure that delivery and payment is
completed in accordance with the standing CREST or certificated
settlement instructions as set out in the contract note or trade
confirmation .
General provisions
It is expected that settlement will be on 26 June 2023 in
accordance with the instructions given to the Joint Global
Co-ordinators unless otherwise notified by the Joint Global
Co-ordinators.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Company may without limiting any other
rights it may have, and subject to the provisions of the Placing
Agreement, sell any or all of the Placing Shares allocated to that
Placee on such Placee's behalf and retain from the proceeds, an
amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable for
any shortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax (together
with any interest or penalties) which may arise upon the sale of
such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the electronic
contract note/confirmation is forwarded immediately to the relevant
person within that organisation. Insofar as Placing Shares are
registered in a Placee's name or that of its nominee or in the name
of any person for whom a Placee is contracting as agent or that of
a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to United
Kingdom stamp duty or United Kingdom stamp duty reserve tax.
Placees will not be entitled to receive any fee or commission in
connection with the Placing from the Company or the Joint Global
Co-ordinators.
Representations and Warranties
By submitting a bid and/or participating in the Placing each
Placee (and any person acting on such Placee's behalf) irrevocably
represents, warrants, undertakes, acknowledges, confirms and agrees
with the Company and each of the Joint Global Co-ordinators, in
each case as a fundamental term of its participation, that:
1. it has read and understood this Announcement in its entirety
and that its acquisition of the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained in this Announcement and not in reliance on any
information, representation, warranties or statements other than
those contained in the Announcement;
2. none of the Joint Global Co-ordinators nor the Company nor
any of their respective affiliates, agents, directors, officers,
consultants or employees or any person acting on behalf of any of
them has provided, nor will they provide, it with any material
regarding the Placing Shares or the Company or any other person
other than the information contained in this Announcement; nor has
it requested any of the Joint Global Co-ordinators or the Company,
any of their affiliates or any person acting on behalf of any of
them to provide it with any such material or information;
3. the exercise by the Joint Global Co-ordinators of any right
of termination or any right of waiver exercisable by the Joint
Global Co-ordinators contained in the Placing Agreement including,
without limitation, the right to terminate the Placing Agreement
and/or to enter into or refrain from entering into the Terms of
Sale, is within the absolute discretion of the Joint Global
Co-ordinators and the Joint Global Co-ordinators will not have any
liability to any Placee whatsoever in connection with any decision
to exercise or not exercise any such rights;
4. if (i) any of the conditions in the Placing Agreement are not
satisfied (or, where relevant, waived), or (ii) the Placing
Agreement is terminated, or (iii) the Terms of Sale is not executed
by the Joint Global Co-ordinators and the Company, or (iv) the
Placing Agreement does not otherwise become unconditional in all
respects, the Placing will lapse and its rights (save as to return
of funds) and obligations hereunder shall cease and determine at
such time and no claim shall be made by any Placee in respect
thereof;
5. no offering document or prospectus has been, or will be,
prepared in connection with the Placing and represents and warrants
that it has not received a prospectus or other offering document in
connection therewith;
6. the Ordinary Shares are (and the Placing Shares will be)
admitted to trading on AIM, and the Company is therefore required
to publish certain business and financial information in accordance
with the rules and practices of AIM and applicable legislation, 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;
7. that it is not a national or resident of Canada, Australia,
New Zealand, the Republic of South Africa or Japan or a
corporation, partnership or other entity organised under the laws
of Canada, Australia, New Zealand, the Republic of South Africa or
Japan and that it will not offer, sell, renounce, transfer or
deliver, directly or indirectly, any of the Placing Shares in
Canada, Australia, New Zealand, the Republic of South Africa or
Japan or to or for the benefit of any person resident in Canada,
Australia, New Zealand, the Republic of South Africa or Japan and
each Placee acknowledges that the relevant exemptions are not being
obtained from the Securities Commission of any province of Canada,
that no document has been or will be lodged with, filed with or
registered by the Australian Securities and Investments Commission
or Japanese Ministry of Finance, the New Zealand Financial Markets
Authority or the South African Reserve Bank and that the Placing
Shares are not being offered for sale and may not be, directly or
indirectly, offered, sold, transferred or delivered in or into
Canada, Australia, New Zealand, the Republic South Africa or
Japan;
8. the Placing Shares have not been and will not be registered
under the Securities Act or with any State or other jurisdiction of
the United States, nor approved or disapproved by the US Securities
and Exchange Commission, any state securities commission in the
United States or any other US regulatory authority;
9. it will not distribute, forward, transfer or otherwise
transmit this Announcement or Appendix, or any other presentational
or other materials concerning the Placing in or into 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;
10. unless it has signed a US investor letter in a form
satisfactory to the Company and the relevant Joint Global
Co-ordinator, it is outside of the United States and is acquiring
the Placing Shares in an offshore transaction for its own account
or for the account of a person outside of the United States or it
is a dealer or other professional fiduciary in the United States
acquiring Placing Shares in reliance upon Regulation S under the
Securities Act acting on a discretionary basis for the benefit of a
person (other than an estate or trust) outside of the United States
(all such terms as defined in Regulation S);
11. the content of this Announcement is exclusively the
responsibility of the Company and that neither of the Joint Global
Co-ordinators nor any of their respective affiliates, agents,
directors, officers, consultants or employees nor any person acting
on their behalf has or shall have any liability, in contract, tort
or otherwise for any information, representation or statement
contained in this Announcement or any information previously
published by or on behalf of the Company and will not be liable for
any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement or otherwise. Each Placee further represents, warrants
and agrees that the only information on which it is entitled to
rely and on which such Placee has relied in committing itself to
subscribe for the Placing Shares is contained in this Announcement
and any information previously or contemporaneously published by
the Company by notification to a Regulatory Information Service,
such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares and that it
has neither received nor relied on any other information given or
representations, warranties or statements made by either of the
Joint Global Co-ordinators or the Company and neither of the Joint
Global Co-ordinators nor the Company will be liable for any
Placee's decision to accept an invitation to participate in the
Placing based on any other information, representation, warranty or
statement. Each Placee further acknowledges and agrees that it has
relied on its own investigation of the business, financial or other
position of the Company in deciding to participate in the
Placing;
12. neither it, nor the person specified by it for registration
as a holder of Placing Shares is, or is acting as nominee or agent
for, and that the Placing Shares will not be allotted to, a person
who is or may be liable to stamp duty or stamp duty reserve tax
under any of sections 67, 70, 93 and 96 of the UK Finance Act 1986
(depositary receipts and clearance services) and that the Placing
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer Placing Shares
into a clearance service;
13. it has complied with its obligations under the Criminal
Justice Act 1993 (the "CJA"), the Market Abuse Regulation
(Regulation (EU) No. 596/2014) ("EU MAR"), the Market Abuse
Regulation (EU) 596/2014 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 ("UK MAR") and
in connection with money laundering and terrorist financing under
the Proceeds of Crime Act 2002 (as amended), the Terrorism Act
2000, the Terrorism Act 2006, the Money Laundering and Terrorist
Financing (Amendment) Regulations 2019, and any related or similar
rules, regulations or guidelines, issued, administered or enforced
by any government agency having jurisdiction in respect thereof
(the "Regulations") and the Money Laundering Sourcebook of the FCA
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;
14. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(2) of the
EU Prospectus Regulation or Article 5(1) of the UK Prospectus
Regulation (as applicable), (i) the Placing Shares acquired by it
in the Placing have not been acquired on behalf of, nor have they
been acquired with a view to their offer or resale to, persons in
any Member State of the EEA which has implemented the EU Prospectus
Regulation other than Qualified Investors, or in the United Kingdom
to qualified investors within the meaning of the UK Prospectus
Regulation, or in circumstances in which the prior consent of the
Joint Global Co-ordinators have been given to the offer or resale;
or (ii) where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA or the United Kingdom other
than EEA Qualified Investors or UK Qualified Investors (as
applicable), the offer of those Placing Shares to it is not treated
under the EU Prospectus Regulation or the UK Prospectus Regulation
(as applicable) as having been made to such persons;
15. it has not offered or sold and, prior to the expiry of a
period of 6 months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
the Financial Services and Markets Act 2000 ("FSMA");
16. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing in circumstances in
which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
17. it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation
to the Placing from or otherwise involving, the United Kingdom
companies, securities and financial and intermediary services laws
and regulations;
18. that it is acting as principal only in respect of the
Placing or, if it is acting for any other person: (i) it is duly
authorised to do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such
person; (ii) it exercises sole investment discretion as to each
such person's account; and (iii) it is and will remain liable to
the Joint Global Co-ordinators and the Company for the performance
of all its obligations as a Placee in respect of the Placing
(regardless of the fact that it is acting for another person);
19. if in the UK or the European Economic Area, it is a Relevant
Person (as defined above);
20. it and any person acting on its behalf is entitled to
subscribe for and purchase the Placing Shares under the laws of all
relevant jurisdictions which would apply to it, and that it and any
person acting on its behalf is in compliance with applicable laws
in the jurisdiction of its residence, the residence of the Company,
or otherwise (including all relevant provisions of EU MAR, UK MAR,
FSMA and the Financial Services Act 2012 in respect of anything
done in, from or otherwise involving the United Kingdom);
21. it (and any person acting on its behalf) will make or
procure payment for the Placing Shares allocated to it in
accordance with this Announcement on the due time and date set out
herein or as directed by the relevant Joint Global Co-ordinator,
failing which the relevant Placing Shares may be placed with other
subscribers or sold as the applicable Joint Global Co-ordinator may
in its discretion determine and without liability to such Placee,
who will remain liable for any amount by which the net proceeds of
such sale falls short of the product of the relevant Offer Price
and the number of Placing Shares allocated to it and may be
required to bear any stamp duty, stamp duty reserve tax or other
similar taxes (together with any interest or penalties) which may
arise upon the sale of such Placee's Placing Shares;
22. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Company may call upon it
to subscribe for a lower number of Placing Shares (if any), but in
no event in aggregate more than the aforementioned maximum;
23. neither of the Joint Global Co-ordinators, nor any of their
respective affiliates, nor any person acting on behalf of the Joint
Global Co-ordinators, is making any recommendations to it, advising
it or providing intermediary services 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 any Joint Global Co-ordinator and
that the Joint Global Co-ordinators (who are acting for the Company
and no other person in connection with the Placing) have no duties
or responsibilities to it for providing the protections afforded to
their clients or customers or for providing advice in relation to
the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
24. the person whom it specifies for registration as holder of
the Placing Shares will be (i) itself or (ii) its nominee, as the
case may be. None of the Joint Global Co-ordinators nor the Company
will be responsible for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe this requirement.
Each Placee and any person acting on behalf of such Placee agrees
to participate in the Placing and it agrees to indemnify the
Company and the Joint Global Co-ordinators in respect of the same
on the basis that the Placing Shares will be allotted to the CREST
stock account of the Joint Global Co-ordinators who will hold them
as nominee on behalf of such Placee, in accordance with the
provisions for registrations and settlement set out in this
Announcement;
25. these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions and any
non-contractual obligations arising out of or in connection with
such agreements shall be governed by and construed in accordance
with the laws of England and Wales and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or the Joint Global
Co-ordinators 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;
26. the Company and the Joint Global Co-ordinators and their
respective affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements and undertakings which are given to the Joint
Global Co-ordinators on their own behalf and on behalf of the
Company and are irrevocable;
27. it shall indemnify on an after-tax basis and hold the
Company and the Joint Global Co-ordinators and their respective
affiliates harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in
connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and
further agrees that the provisions of this Appendix shall survive
after completion of the Placing;
28. its commitment to subscribe for Placing Shares on the terms
set out herein will continue notwithstanding any amendment that may
in future be made to the terms 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 conduct of the Placing. The
foregoing representations, warranties and confirmations are given
for the benefit of the Company and the Joint Global Co-ordinators.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to the subscription by it and/or such
person direct from the Company for the Placing Shares in question.
In respect of the Placing, such agreement assumes, and is based on
a warranty from each Placee, that neither it, nor the person
specified by it for registration as holder of Placing Shares is, or
is acting as nominee or agent for, and that the Placing Shares will
not be allotted to, a person who is or may be liable to stamp duty
or stamp duty reserve tax under any of sections 67, 70, 93 and 96
of the UK Finance Act 1986 (depositary receipts and clearance
services). If there are any such arrangements, or the settlement
relates to any other dealing in the Placing, stamp duty, stamp duty
reserve tax or securities transfer tax may be payable. In that
event the Placee agrees that it shall be responsible for such stamp
duty, stamp duty reserve tax or securities transfer tax, and
neither the Company nor the Joint Global Co-ordinators shall be
responsible for such stamp duty, stamp duty reserve tax or
securities transfer tax. If this is the case, each Placee should
seek its own advice and notify the Joint Global Co-ordinators
accordingly;
29. unless paragraph 30 below applies, it has neither received
nor relied on any inside information (for the purpose of and
section 56 of the CJA) in relation to its participation in the
Placing;
30. if it has received any inside information (for the purposes
of EU MAR, UK MAR (as applicable) and section 56 of the CJA) in
relation to the Company and its securities, it confirms that it has
received such information within the marketing soundings regime
provided for in article 11 of EU MAR or UK MAR (as applicable) and
associated delegated regulations and it has not: (i) dealt (or
attempted to deal) in the securities of the Company; (ii)
encouraged, recommended or induced another person to deal in the
securities of the Company; or (iii) unlawfully disclosed inside
information to any person, prior to the information being made
publicly available;
31. the Company may be a passive foreign investment company
("PFIC") for US federal income tax purposes, and it could be a PFIC
in future years and acknowledges that if the Company is a PFIC,
then US taxable investors may be subject to adverse US tax
consequences in respect of their investment in the Placing Shares,
whether or not they are resident in the United States;
32. that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account: (a) to acquire the Placing Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this Appendix and
this Announcement of which it forms part; and (c) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by the Joint Global Co-ordinators, provided that
where the Placee is acting in its capacity as a discretionary
investment manager on behalf of its underlying clients (who include
individuals and/or retail clients), then it is the discretionary
investment manager that is to be regarded as the Placee for the
purpose of this Announcement and not the underlying client and, for
the avoidance of doubt, the representations and warranties given
are to be taken as made on behalf of the Placee itself and not
their underlying client;
33. if it is a pension fund or investment company, its purchase
of Placing Shares is in full compliance with applicable laws and
regulations ;
34. the Placing Shares will be allotted and issued subject to
the terms and conditions of this Appendix;
35. no action has been or will be taken by any of the Company,
the Joint Global Co-ordinators or any person acting on behalf of
the Company or the Joint Global Co-ordinators that would, or is
intended to, permit a public offer of the Placing Shares in any
country or jurisdiction where any such action for that purpose is
required; and
36. 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 are 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
associates taken as a whole, and the terms of the Placing,
including the merits and risks involved.
DEFINITIONS
Accordion Option the accordion option notice related to the Facility
Notice Agreement (as defined below);
Acquisition the proposed acquisition of Murat Ticaret, a leading
manufacturer of complex wire harnesses for the off-highway
sector;
Admission admission of the New Ordinary Shares to trading on
AIM becoming effective (pursuant to Rule 6 of the
AIM Rules);
AIM AIM, a market operated by London Stock Exchange;
AIM Rules the provisions of the AIM Rules for Companies and,
as applicable, the AIM Rules for Nominated Advisers,
each published by the London Stock Exchange (as amended
or reissued from time to time);
Announcement this announcement (including the Appendix);
Bookbuild the bookbuilding process to be commenced by the Joint
Global Co-ordinators to use reasonable endeavours
to procure Placees for the Placing Shares, as described
in this Announcement and subject to the terms and
conditions set out in this Announcement and the Placing
Agreement;
CREST means the relevant system (as defined in the Uncertificated
Securities Regulations 2001 (SI 2001 No. 3755)) in
respect of which Euroclear is the Operator (as defined
in such Regulations) in accordance with which securities
may be held and transferred in uncertificated form;
EBITDA earnings before interest, tax, depreciation and amortisation;
Enlarged Group the Group, as enlarged by the Acquisition;
EU Prospectus Regulation the Prospectus Regulation (EU) 2017/1129 as supplemented
by Commission Delegated Regulation (EU) 2019/980
and Commission Delegated Regulation (EU) 2019/979;
Euroclear means Euroclear UK & International Limited, a company
incorporated under the laws of England and Wales;
Directors or Board the directors of the Company;
Facility Agreement the multicurrency revolving credit facility agreement
made between the Company and, inter alia, HSBC UK
Bank plc, Citibank, N.A., London Branch, Barclays
Bank plc, Fifth Third Bank and Unicredit SpA, London
Branch and HSBC Bank plc as amended and restated
pursuant to an amendment and restatement deed dated
11 February 2022;
FCA the UK Financial Conduct Authority;
FSMA means the Financial Services and Markets Act 2000,
as amended;
Fundraising together, the Placing and the REX Retail Offer;
Group the Company and its subsidiaries and subsidiary undertakings;
HSBC HSBC Bank plc;
Joint Global Co-ordinators together, HSBC and Peel Hunt;
London Stock Exchange London Stock Exchange plc;
MAR the UK version of EU Regulation 569/2014 which forms
part of UK law by virtue of the European Union (Withdrawal)
Act 2018;
Newco Project Wind (Jersey) Limited;
New Ordinary Shares together, the Placing Shares and the REX Retail Offer
Shares;
Offer Price 275 pence;
Ordinary Shares ordinary shares of 25 pence each in the capital of
the Company;
Peel Hunt Peel Hunt LLP;
Placee any person (including individuals, funds or otherwise)
by whom or on whose behalf a commitment to acquire
Placing Shares has been given;
Placing the proposed placing of Placing Shares on the terms
and subject to the conditions of this Announcement
and the Placing Agreement;
Placing Agreement the conditional placing agreement entered into between
the Company and the Joint Global Co-ordinators on
the date of this Announcement;
Placing Shares the Ordinary Shares to be offered and sold pursuant
to the Placing;
REX Platform the Peel Hunt Retail Capital Markets "REX" platform,
a proprietary platform owned and operated by Peel
Hunt;
REX Retail Offer the offer of REX Retail Offer Shares to be made through
the REX Platform;
QIB a qualified institutional buyer as defined in Rule
144A of the Securities Act;
Regulation S Regulation S promulgated under the Securities Act;
REX Retail Offer the Ordinary Shares to be offered pursuant to the
Shares REX Retail Offer;
Securities Act the US Securities Act of 1933, as amended;
Sellers the sellers of Murat Ticaret;
subsidiary has the meaning given in the Companies Act 2006,
as amended;
subsidiary undertaking has the meaning given in the Companies Act 2006,
as amended;
Terms of Sale the terms of sale to be entered into between the
Company and the Joint Global Co-ordinators in relation
to the Placing;
UK Prospectus Regulation the EU Prospectus Regulation as amended and transposed
into the laws of the United Kingdom pursuant to the
European Union (Withdrawal) Act 2018 and the European
Withdrawal Agreement (Act) 2020 (as amended);
Murat Ticaret Murat TicaretKablo Sanayi A.
This information is provided by RNS, the news service of the
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END
ACQPPUWCQUPWUAP
(END) Dow Jones Newswires
June 22, 2023 02:01 ET (06:01 GMT)
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