TIDMCODE
RNS Number : 9859G
Northcoders Group PLC
21 November 2022
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
ARTICLE 7 OF THE EU REGULATION 596/2014 AS IT FORMS PART OF THE
DOMESTIC LAW OF ENGLAND AND WALES BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("UK MAR"). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION
IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT, INCLUDING THE APPICES TO THIS ANNOUNCEMENT,
AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA,
REPUBLIC OF IRELAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT, INCLUDING THE APPICES TO THIS ANNOUNCEMENT,
IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT AND THE APPICES DO NOT CONSTITUTE OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF NORTHCODERS GROUP PLC IN ANY JURISDICTION IN WHICH
ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR,
YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE
APPICES INCLUDING APPIX III WHICH CONTAINS THE TERMS AND CONDITIONS
OF THE PLACING. THE DEFINITIONS USED IN THIS ANNOUNCEMENT ARE SET
OUT IN APPIX II OF THIS ANNOUNCEMENT.
21 November 2022
Northcoders Group plc
('Northcoders' or the 'Company')
Proposed Placing to raise approximately GBP2.1 million
Northcoders (AIM:CODE), the independent provider of training
programmes for software coding, is pleased to announce that it
intends to raise approximately GBP2.1 million (before expenses) by
way of a placing of approximately 694,444 new Ordinary Shares at a
price of 300 pence per share.
The Placing Price represents a discount of approximately 4.8 per
cent to the closing price of 315 pence per Ordinary Share on 18
November 2022, being the latest practicable business day prior to
the publication of this Announcement.
Key highlights and use of proceeds
Following Northcoders' significant expansion since IPO in July
2021, with increasing consumer and corporate demand for the Group's
technology training across the UK, the net proceeds of the Placing
will be used, inter alia, to further accelerate the Company's
growth strategy by introducing four new technology training courses
across the following disciplines:
-- Cyber Security;
-- Platform Engineering;
-- Quality Assurance; and,
-- Agile Project & Product Management.
These new technical disciplines will sit alongside the Company's
current offerings of Software Development and Data Engineering,
resulting in the potential growth of technology bootcamp student
numbers alongside a broader service offering for corporate clients
engaging with the Northcoders Business Solutions division. The new
courses are expected to be developed and launched during the course
of 2023.
Investment of GBP0.5 million will also be made into NCore, the
Group's core technical delivery platform, in order to further
improve cost of sale efficiencies. This investment is expected to
be capitalised and to qualify for R&D tax credits. The
Directors believe that the Placing will help the Company achieve
this.
The Directors have concluded that proceeding with the Placing is
the most suitable option available to the Company for raising
additional funds through the issue of Placing Shares and that
issuing the Placing Shares at a discount that is fair and
reasonable so far as all existing Shareholders are concerned.
In the event of the Placing being oversubscribed, David
Llewellyn, a substantial shareholder , Chris Hill (CEO) and Amul
Batra (COO) have each indicated that they would be prepared to sell
some of their Existing Ordinary Shares subject to Admission
occurring. In addition certain option holders have indicated that
they would be prepared to sell up to 50,000 new Ordinary Shares
which would be issued pursuant to the exercise of share
options.
Placing Highlights
-- Placing to raise approximately GBP2.1 million (before
expenses) through the issue of approximately 694,444 Placing Shares
at the Placing Price.
-- The Placing will be conducted via an accelerated bookbuild
process of Placing Shares at the Placing Price.
-- The Placing Price represents a discount of approximately 4.8
per cent to the closing price of 315 pence per Ordinary Share on 18
November 2022, being the latest practicable business day prior to
the publication of this Announcement.
-- The Placing Shares, assuming full take-up, will represent 9
per cent. of the Enlarged Issued Share Capital.
The Placing
The Placing will utilise the Company's existing shareholder
authorities to issue the Placing Shares on a non-pre-emptive basis
for cash.
WH Ireland and Peterhouse are acting as Joint Bookrunners in
connection with the Placing. The Placing Shares are being offered
by way of an accelerated bookbuild, which will be launched
immediately following this Announcement, in accordance with the
terms and conditions set out in Appendix III to this Announcement
and is expected to close later today.
The timing of the closing of the Bookbuild and the allocation of
Placing Shares to be issued at the Placing Price are to be
determined at the discretion of the Company and the Joint
Bookrunners.
A further announcement will be made following the close of the
Bookbuild, confirming final details of the Placing.
The Placing is not being underwritten.
The expected timetable of principal events is set out in
Appendix I to this Announcement.
The Placing is conditional upon (amongst other things) the
Placing Agreement not having been terminated prior to Admission.
The Placing is not conditional on a minimum amount being
raised.
Chris Hill, CEO of Northcoders Group plc, said: "Northcoders has
delivered significant financial and operational progress since our
IPO and we continue to cement our reputation as one of the UK's
leading technology training providers with a flexible hybrid
business model that can meet both the demands of individuals and
corporates alike. W e are delighted with the positive response we
have so far received, from both new and existing investors, for our
plans to accelerate this growth.
"The digital skills gap and a shortage of Tech talent in the UK
continues to grow, which only serves to increase demand for our
services. We are using our insights in the EdTech market to
strategically expand our service offering, and believe investment
into new technical discipline areas, as well as development of
Ncore, our core technical delivery platform, will support us in our
mission to provide the UK with the technologists it needs while
creating life-changing opportunities for individuals from all walks
of life."
For further enquiries:
Northcoders Group plc Via Buchanan
Chris Hill, CEO Tel: +44 (0) 20 7466 5000
Charlotte Prior, CFO www.northcodersgroup.com
WH Ireland Limited (Nominated Adviser & Joint Bookrunner) Tel: +44 (0)20 7220 1666
Mike Coe / Sarah Mather (Corporate Finance)
Fraser Marshall (Corporate Broking)
Peterhouse Capital Limited (Joint Bookrunner) Tel+44 (0) 20 7496 0930
Lucy Williams www.peterhousecap.com
Duncan Vasey
Buchanan Communications Tel: +44 (0) 20 7466 5000
Henry Harrison-Topham northcoders@buchanan.uk.com
Jamie Hooper
George Cleary
Notes to Editors
Northcoders is a market leading provider of coding and software
development training for businesses and individuals. Founded in
2015, its business model operates a hybrid structure with a
flagship site in Manchester and other sites in Leeds, Birmingham
and Newcastle supported by a proven digital offering to support its
students across the UK.
Powered by IP rich technology, Northcoders' coding school offers
boot camp courses to individuals from a range of backgrounds,
delivered through virtual and physical learning. The Group also
works with blue chip corporates across multiple sectors to supply
innovative EdTech solutions for the upskilling and reskilling of
employees, and is also a registered provider of government-backed
apprenticeships in the field.
With a keen focus of inclusivity, diversity and quality at its
core, Northcoders aims to address the digital skills gap in the UK
to meet the increasing demand for digital specialists from
businesses and public agencies. It operates in a significant and
growing market with structural growth trends further accelerated by
Covid-19.
Northcoders was admitted to trading on AIM in July 2021 with the
ticker CODE.L. For additional information please visit
www.northcodersgroup.com .
Additional Information
Background to, and reasons for, the Placing
The Company is looking to further accelerate its growth strategy
by introducing four new technology training courses and developing
its Ncore Platform.
The Company has already developed a new data engineering
curriculum with the first cohort having now started. It is now
looking to develop four new technology training disciplines across
Cyber Security, Platform Engineering, Quality Assurance, and Agile
Project & Product Management.
These new technical disciplines will sit alongside the Company's
current discipline offerings of Software Development and Data
Engineering, resulting in the potential growth of Technology
bootcamp student numbers alongside a broader service offering for
corporate clients engaging with the Northcoders Business Solutions
division.
In addition, Northcoders intends to develop its Ncore Platform
in order to:
-- pivot from a "Reactive" to a "Proactive" delivery model;
-- enable more predictable demand for tutor time;
-- increase efficiency to reduce student to tutor ratio;
-- increase learner engagement and contact time with a tutor;
-- enable us to supply data-driven reporting to corporates which is often a requirement;
-- forecasted to yield 20-25 per cent. cost-of-sale cash saving
whilst also considering inflation of technologist's salary
expectations; and
-- provide infrastructure to launch part-time and "open
university style" distance learning courses.
Use of Proceeds
The proceeds of the Placing will be used to accelerate its
strategy and as a result the net proceeds will therefore be applied
towards:
-- increasing the technical disciplines it offers to learners,
as set out above. Each new discipline is expected to cost GBP0.38
million to establish. The Directors expect that each course will
take six months to develop and launch and should operate profitably
within a further six months. In addition, the Directors expect this
will diversify the Company's revenue streams; and
-- GBP0.5 million for the development of the Ncore Platform as described above.
Further details of the Placing
Pursuant to the Placing Agreement, the Joint Bookrunners, as
agents for the Company, have conditionally agreed to use reasonable
endeavours to procure subscribers at the Placing Price for the
Placing Shares.
The Joint Bookrunners intend to conditionally place the Placing
Shares with certain institutional and other investors at the
Placing Price.
The Placing is conditional upon (amongst other things) the
Placing Agreement not having been terminated and Admission
occurring on or before 8.00 a.m. on 24 November 2022 (or such later
date and/or time as the Joint Bookrunners and the Company may
agree, being no later than 5.00 p.m. on 5 December 2022).
The Placing Agreement contains customary warranties from the
Company in favour of the Joint Bookrunners in relation to, inter
alia, the accuracy of the information in this Announcement and
other matters relating to the Company and its business. In
addition, the Company has agreed to indemnify the Joint Bookrunners
in relation to certain liabilities that they may incur in respect
of the Placing.
The Joint Bookrunners (acting in good faith) have the right to
terminate the Placing Agreement in certain circumstances prior to
Admission in respect of the Placing Shares, including (but not
limited to): in the event that there is a material breach of any of
the warranties in the Placing Agreement or there is a material
adverse change affecting the condition (financial, operational,
legal or otherwise), earnings, management, business affairs or
operations of the Company, whether or not foreseeable as at the
date of the Placing Agreement and whether or not arising in the
ordinary course of business. The Joint Bookrunners may also
terminate the Placing Agreement if there has been a material
adverse change in certain international financial markets, a
suspension or material limitation in trading on certain stock
exchanges or a material disruption in commercial banking or
securities settlement or clearance which, in the opinion of a Joint
Bookrunner (acting in good faith), makes it impractical or
inadvisable to proceed with the Placing.
The Placing is not being underwritten. The Placing is not
conditional on a minimum amount being raised.
Admission to trading
Application will be made to the London Stock Exchange for
Admission, which is expected to become effective and dealings in
the Placing Shares to commence at, 8.00 a.m. on 24 November
2022.
IMPORTANT NOTICES
This Announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"forecasts", "plans", "prepares", "anticipates", "projects",
"expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology,
or by discussions of strategy, plans, objectives, goals, future
events or intentions. These forward-looking statements include all
matters that are not historical facts. They appear in a number of
places throughout this Announcement and include statements
regarding the Company's and the Directors' intentions, beliefs or
current expectations concerning, amongst other things, the
Company's prospects, growth and strategy. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future. Forward-looking statements are not
guarantees of future performance. The Company's actual performance,
achievements and financial condition may differ materially from
those expressed or implied by the forward-looking statements in
this Announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are
consistent with the forward-looking statements in this
Announcement, those results or developments may not be indicative
of results or developments in subsequent periods. Any
forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other
than in accordance with their legal or regulatory obligations)
neither the Company, nor the Joint Bookrunners nor any of their
respective associates, directors, officers or advisers shall be
obliged to update such statements. Comparisons of results for
current and any prior periods are not intended to express any
future trends or indications of future performance, unless
expressed as such, and should only be viewed as historical
data.
WH Ireland, which is authorised and regulated in the United
Kingdom by the FCA, is acting as Nominated Adviser and Joint
Bookrunner exclusively for the Company and no one else in
connection with the contents of this document and will not regard
any other person (whether or not a recipient of this document) as
its client in relation to the contents of this document nor will it
be responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the contents of this document. Apart from the
responsibilities and liabilities, if any, which may be imposed on
WH Ireland by FSMA or the regulatory regime established thereunder,
WH Ireland accepts no responsibility whatsoever, and makes no
representation or warranty, express or implied, for the contents of
this document including its accuracy, completeness or verification
or for any other statement made or purported to be made by it, or
on behalf of it, the Company or any other person, in connection
with the Company and the contents of this document, whether as to
the past or the future. WH Ireland accordingly disclaims all and
any liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above), which it might otherwise
have in respect of the contents of this document or any such
statement. The responsibilities of WH Ireland as the Company's
nominated adviser under the AIM Rules for Companies and the AIM
Rules for Nominated Advisers are owed solely to London Stock
Exchange and are not owed to the Company or to any director or
shareholder of the Company or any other person, in respect of its
decision to acquire shares in the capital of the Company in
reliance on any part of this document, or otherwise.
Peterhouse which is authorised and regulated in the United
Kingdom by the FCA, is acting solely as Joint Bookrunner
exclusively for the Company and no one else in connection with the
contents of this document and will not regard any other person
(whether or not a recipient of this document) as its client in
relation to the contents of this document nor will it be
responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the contents of this document. Apart from the
responsibilities and liabilities, if any, which may be imposed on
Peterhouse by FSMA or the regulatory regime established thereunder,
Peterhouse accepts no responsibility whatsoever, and makes no
representation or warranty, express or implied, for the contents of
this document including its accuracy, completeness or verification
or for any other statement made or purported to be made by it, or
on behalf of it, the Company or any other person, in connection
with the Company and the contents of this document, whether as to
the past or the future. Peterhouse accordingly disclaims all and
any liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above), which it might otherwise
have in respect of the contents of this document or any such
statement.
The Placing Shares have not been and will not be registered
under the Securities Act or with any securities regulatory
authority of any state or other jurisdiction of the United States
and may not be offered, sold, pledged, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly, in or
into the United States absent registration under the Securities
Act, 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. The Placing Shares have
not been approved, disapproved or recommended by the U.S.
Securities and Exchange Commission, any state securities commission
in the United States or any other U.S. regulatory authority, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the offering of the Placing Shares . Subject to certain
exceptions, the securities referred to herein may not be offered or
sold in the United States, Australia, Canada, Japan, the Republic
of South Africa or to, or for the account or benefit of, any
national, resident or citizen of the United States, Australia,
Canada, Japan, the Republic of South Africa.
No public offering of securities is being made in the United
States.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Placing Shares ; and the Placing Shares have not
been, and nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Canada, Australia, Japan or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Canada, Australia, Japan or the Republic of South Africa or
any other jurisdiction outside the United Kingdom or to, or for the
account or benefit of any national, resident or citizen of
Australia, Japan or the Republic of South Africa or to any investor
located or resident in Canada.
No public offering of the Placing Shares is being made in the
United States, United Kingdom or elsewhere. All offers of the
Placing Shares will be made pursuant to an exemption under the UK
version of Regulation (EU) no 2017/1129 of the European Parliament
and of the Council of 14 June 2017, which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended from
time to time, and includes any relevant implementing measure in any
member state (the " UK Prospectus Regulation ") from the
requirement to produce a prospectus. This Announcement is being
distributed to persons in the United Kingdom only in circumstances
in which section 21(1) of the Financial Services and Markets Act
2000, as amended does not apply.
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 UK Prospectus Regulation) to be
published. This Announcement and the terms and conditions set out
herein are for information purposes only and are directed only at
persons who are: (a) persons in member states (" Member States ")
of the European Economic Area (" EEA ") who are qualified investors
as defined in section 86(7) of FSMA, as amended (" Qualified
Investors "), being persons falling within the meaning of article
2(e) of Prospectus Regulation (EU) 2017/1129; and (b) in the United
Kingdom, Qualified Investors who are persons 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 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 relates is available only to relevant persons and
will be engaged in only with relevant persons.
The information in this Announcement, which includes certain
information drawn from public sources, does not purport to be
comprehensive and has not been independently verified. This
announcement contains statements that are, or may be deemed
forward-looking statements, which relate, inter alia, to the
Company's proposed strategy, plans and objectives. Such forward
looking statements involve known and unknown risks, uncertainties
and other important factors beyond the control of the Company
(including but not limited to future market conditions, legislative
and regulatory changes, the actions of governmental regulators and
changes in the political, social or economic framework in which the
Company operates) that could cause the actual performance or
achievements of the Company to be materially different from such
forward-looking statements.
The content of this Announcement has not been approved by an
authorised person within the meaning of the FSMA. Reliance on this
announcement for the purpose of engaging in any investment activity
may expose an individual to a significant risk of losing all of the
property or other assets invested. The price of shares and any
income expected from them may go down as well as up and investors
may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance, and
persons needing advice should consult an independent financial
adviser.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by the Joint Bookrunners or by any of its
affiliates or agents as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
APPIX I
Expected Timetable for the Placing
2022
Announcement of the results of the Placing 21 November
Admission effective and dealings in the 8:00 a.m. on 24
Placing Shares on AIM November
Placing Shares credited to CREST stock 8:00 a.m. on 24
accounts November
Trade date for any Sale Shares 8:00 a.m. on 28
November
Despatch of definitive share certificates Within 10 business
in respect of Placing Shares to be issued days of Admission
in certificated form
Despatch of definitive share certificates Within 12 business
in respect of Sale Shares to be issued days of Admission
in certificated form
Long Stop Date 5:00 p.m. on 5 December
Notes:
(i) References to times in this Announcement are to London time
(unless otherwise stated).
(ii) If any of the above times or dates should change, the
revised times and/or dates will be notified by an announcement to
an RIS.
APPIX II
Definitions
The following definitions apply throughout this Announcement
unless the context requires otherwise or unless it is otherwise
specifically provided:
"Act" the Companies Act 2006 (as amended)
" Admission" the admission of the Placing Shares to trading
on AIM becoming effective in accordance
with Rule 6 of the AIM Rules
" AIM" the market of that name operated by the
London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by
the London Stock Exchange from time to time
"Announcement" this announcement
"Articles" the articles of association of the Company
(as amended from time to time)
"Bookbuild" the accelerated bookbuilding to be conducted
by the Joint Bookrunners pursuant to the
Placing Agreement and this Announcement
"Business Day" any day on which banks are usually open
for business in England and Wales for the
transaction of sterling business, other
than a Saturday, Sunday or public holiday
"certificated" or "in an Ordinary Share recorded on the Company's
certificated form" share register as being held in certificated
form (namely, not in CREST)
"Company" or "Northcoders" Northcoders Group plc, a company incorporated
in England and Wales under the Companies
Act 1985 with registered number 13378742
"CREST" or "CREST system" the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear
is the operator (as defined in those regulations)
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI2001/3755)
"Directors" or "Board" the directors of the Company or any duly
authorised committee thereof
"Enlarged Issued Share the issued ordinary share capital of the
Capital" Company immediately following Admission
"EU" the European Union
"Euroclear" Euroclear UK & International Limited, the
operator of CREST
"Existing Ordinary the 6,944,445 Ordinary Shares in issue as
Shares" at the date of this this Announcement
"FCA" the Financial Conduct Authority
"FSMA" the Financial Services and Markets Act 2000
"Group" the Company and its subsidiaries (as defined
in the Act)
"ISIN" International Securities Identification
Number
"Joint Bookrunners" WH Ireland and Peterhouse
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 5 December 2022
"Money Laundering Regulations" the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the
Payer) Regulations 2017 (as amended), the
money laundering provisions of the Criminal
Justice Act 1993, the Proceeds of Crime
Act 2002 and the Criminal Finances Act 2017
"Ncore Platform" Ncore, the Group's core technical delivery
platform
"Ordinary Shares" ordinary shares of 1 pence each in the capital
of the Company
"Peterhouse" Peterhouse Capital Limited, joint bookrunner
to the Company in respect of the Placing
"Placee" any person subscribing for and/or purchasing
Placing Shares pursuant to the Placing
"Placing" the placing of Placing Shares by the Joint
Bookrunners on behalf of the Company at
the Placing Price pursuant to the Placing
Agreement
"Placing Agreement" the agreement dated 21 November 2022 between
the Company and the Joint Bookrunners relating
to the Placing
"Placing Price" 300 pence per Placing Share
"Placing Shares" the new Ordinary Shares to be issued pursuant
to the Placing, the number of which will
be announced by the Company on completion
of the Bookbuild
"Prospectus Regulation" Regulation (EU) 2017/1129 of the European
Parliament and Council of 14 June 2017
"Publicly Available any information announced through a Regulatory
Information" Information Service by or on behalf of the
Company on or prior to the date of this
Announcement
"Regulatory Information one of the regulatory information services
Service" authorised by the FCA acting in its capacity
as the UK listing authority to receive,
process and disseminate regulatory information
"Sale Shares" Existing Ordinary Shares held by David Llewellyn,
a substantial shareholder, Chris Hill (CEO),
Amul Batra (COO) and 50,000 new Ordinary
Shares that would be issued pursuant to
the exercise of share options held by certain
option holders, that together may be sold
by the holders in the event of the Placing
being oversubscribed
"Securities Act" the United States Securities Act of 1933,
as amended
"Shareholders" the holders of Ordinary Shares (as the context
requires) at the relevant time
"SONIA" sterling overnight index average
"UK MAR" or "UK Market the Market Abuse Regulation (2014/596/EU)
Abuse Regulation" (incorporating the technical standards,
delegated regulations and guidance notes,
published by the European Commission, London
Stock Exchange, the FCA and the European
Securities and Markets Authority) as it
applies in England and Wales by virtue of
the European Union (Withdrawal) Act 2018,
as amended from time to time
"United Kingdom" or the United Kingdom of Great Britain and
"UK" Northern Ireland
"United States" or the United States of America, its territories
"US" and possessions, any state of the United
States of America and the District of Columbia
and any other area subject to its jurisdiction
"US Person" has the meaning set out in Regulation S
of the Securities Act
"WH Ireland" WH Ireland Limited, nominated adviser to
the Company and joint bookrunner to the
Company in respect of the Placing
"GBP", "pounds sterling", are references to the lawful currency of
"pence" or "p" the United Kingdom
APPIX III
Terms and conditions of the Placing
THIS ANNOUNCEMENT, INCLUDING THE APPICES, (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA,
CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS
WHO ARE IN A MEMBER STATE AND ARE, UNLESS OTHERWISE AGREED BY THE
JOINT BOOKRUNNERS, "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E)
OF THE PROSPECTUS REGULATION; AND (B) PERSONS IN THE UNITED KINGDOM
WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF THE UK PROSPECTUS
REGULATIONS WHO ARE ALSO: (I) "INVESTMENT PROFESSIONALS" WITHIN THE
MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005 (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 (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPIX AND
THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT
OR INVESTMENT ACTIVITY TO WHICH THIS APPIX 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 IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS
NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR
SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN
HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT,
AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART OF A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED
OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON ORORSED THE
MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS
OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF
SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY
GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL
AMOUNT INVESTED ON DISPOSAL OF SHARES.
All offers of the Placing Shares will be made pursuant to an
exemption under the UK version of the Prospectus Regulation, which
is part of UK law by virtue of the European Union (Withdrawal) Act
2018, as amended from time to time, and includes any relevant
implementing measure in any member state (the "UK Prospectus
Regulation") from the requirement to produce a prospectus. This
Announcement is being distributed to persons in the United Kingdom
only in circumstances in which section 21(1) of FSMA does not
apply.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance or the South African Reserve
Bank; and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws
of any state, province or territory of Australia, Canada, Japan or
the Republic of South Africa. Accordingly, the Placing Shares may
not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Japan, the Republic of
South Africa or any other jurisdiction in which such offer, sale,
resale or delivery would be unlawful.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of: (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties
(each as defined in MiFID II); and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the offer.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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.
These terms and conditions apply to persons making an offer to
acquire Placing Shares. Each Placee hereby agrees with the Joint
Bookrunners and the Company to be bound by these terms and
conditions as being the terms and conditions upon which Placing
Shares will be issued or acquired. A Placee shall, without
limitation, become so bound if the Joint Bookrunners confirms to
such Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Placing Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) on whose behalf a commitment to subscribe for or acquire
Placing Shares has been given.
Details of the Placing and Placing Shares
The Joint Bookrunners and the Company have entered into a
Placing Agreement, under which the Joint Bookrunners have, on the
terms and subject to the conditions set out therein, agreed
severally to use their reasonable endeavours to procure Placees for
the Placing Shares. The Placing is not being underwritten by the
Joint Bookrunners or any other person.
The number of Placing Shares will be determined following
completion of the Bookbuild as set out in this Announcement. The
timing of the closing of the Bookbuild, the number of Placing
Shares and allocations are at the discretion of the Joint
Bookrunners and a further announcement confirming these details
will be made in due course.
The Placing Shares will, when issued, be subject to the
Articles, will be credited as fully paid and will rank pari passu
in all respects with the Existing Ordinary Shares, including the
right to receive all dividends and other distributions (if any)
declared, made or paid on or in respect of Ordinary Shares after
the date of issue of the Placing Shares.
The Placing Shares will trade on AIM under CODE with ISIN
GB00BL97B942.
Application for admission to trading
Applications will be made to London Stock Exchange for admission
to trading of the Placing Shares to be admitted to trading on AIM.
It is expected that Admission will take place on or before 8.00
a.m. on 24 November 2022 and that dealings will commence at the
same time.
Bookbuild
The Joint Bookrunners will today commence the Bookbuild to
determine demand for participation in the Placing by potential
Placees at the Placing Price. This Appendix gives details of the
terms and conditions of, and the mechanics of participation in, the
Placing. No commissions will be paid to Placees or by Placees in
respect of any Placing Shares.
The Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are arranging the Placing as agents for the Company.
2. Participation in the Placing is only available to persons who
are lawfully able to be, and have been, invited to participate by
the Joint Bookrunners. The Joint Bookrunners (and any of their
affiliates and / or agents) are entitled to participate in the
Placing as principals.
3. To bid in the Bookbuild, Placees should communicate their bid
by telephone or by email to their usual contact at the Joint
Bookrunners. Each bid should state the number of Placing Shares
which the prospective Placee wishes to subscribe for at the Placing
Price, and each such placee acknowledges and agrees that their bid
will be irrevocable. Bids may be scaled down by the Joint
Bookrunners on the basis referred to in paragraph 7 below.
4. The timing of the closing of the Bookbuild will be at the
discretion of the Joint Bookrunners. The Company reserves the right
to reduce or seek to increase the amount to be raised pursuant to
the Placing, in its absolute discretion.
5. Each Placee's allocation will be confirmed to Placees orally,
or by email, by the Joint Bookrunners following the close of the
Bookbuild and a trade confirmation or contract note will be
dispatched as soon as possible thereafter. The Joint Bookrunners'
oral or emailed confirmation will give rise to an irrevocable,
legally binding commitment by that person (who at that point
becomes a Placee), in favour of the Joint Bookrunners and the
Company, under which it agrees to acquire by subscription or
purchase the number of Placing Shares allocated to it at the
Placing Price and otherwise on the terms and subject to the
conditions set out in this Appendix and in accordance with the
Company's articles of association. Except with the Joint
Bookrunners' consent, such commitment will not be capable of
variation or revocation.
6. The number of Placing Shares to be issued will be agreed
between the Joint Bookrunners and the Company following close of
the Bookbuild. The Company will make an announcement of the number
of Placing Shares to be placed at the Placing Price via a
Regulatory Information Service following the close of the
Bookbuild.
7. Subject to paragraphs 4 and 5 above, the Joint Bookrunners
may choose not to accept bids and/or to accept bids, either in
whole or in part, on the basis of allocations determined at their
discretion (after consultation with the Company) and may scale down
any bids for this purpose on such basis as it may determine. The
Joint Bookrunners may also, notwithstanding paragraphs 4 and 5
above, subject to the prior consent of the Company, allocate
Placing Shares after the time of any initial allocation to any
person submitting a bid after that time.
8. A bid in the Bookbuild will be made on the terms and subject
to the conditions in the Announcement (including this Appendix) and
will be legally binding on the Placee on behalf of which it is made
and except with Joint Bookrunners' consent will not be capable of
variation or revocation from the time at which it is submitted.
9. Except as required by law or regulation, no press release or
other announcement will be made by Joint Bookrunners or the Company
using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written
consent.
10. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be placed pursuant to the Placing will be required to be
made at the same time, on the basis explained below under
"Registration and Settlement".
11. All obligations of Joint Bookrunners under the Placing will
be subject to 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 "Right to terminate under the
Placing Agreement".
12. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
13. To the fullest extent permitted by law and the applicable
rules of the Financial Conduct Authority ("FCA"), neither the Joint
Bookrunners nor any of each of their affiliates shall have any
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise whether or not a recipient of these
terms and conditions) in respect of the Placing. Each Placee
acknowledges and agrees that the Company is responsible for the
delivery of the Placing Shares to the Placees and the Joint
Bookrunners and each of their affiliates shall have no liability to
the Placees for the failure of the Company to fulfil those
obligations. In particular, none of the Joint Bookrunners nor any
of each of their affiliates shall have any liability (including to
the extent permissible by law, any fiduciary duties) in respect of
Joint Bookrunners' conduct of the Placing.
Conditions of the Placing
The Joint Bookrunners' obligations under the Placing Agreement
in respect of the Placing Shares for Admission are conditional on,
among other things:
A. the Company having allotted the Placing Shares, subject only to Admission;
B. none of the warranties given by the Company to the Joint
Bookrunners being untrue, inaccurate or misleading in any material
respect in each case by reference to the facts and circumstances
then subsisting;
C. the Company having performed all of its obligations under the
Placing Agreement (to the extent that such obligations fall to be
performed prior to Admission) and not being in breach of the
Placing Agreement;
D. there not having occurred, in the opinion of any Joint
Bookrunner (following reasonable consultation with the Company), a
Material Adverse Effect (as such term is defined in the Placing
Agreement) at any time prior to Admission;
E. Admission having become effective at or before 8.00 a.m. on
24 November 2022 (or such later time and / or date as the Company
and the Joint Bookrunners may agree in writing, being not later
than 5.00 p.m. on 5 December 2022).
If: (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or waived by
Joint Bookrunners by the respective time or date where specified
(or such later time or date as Joint Bookrunners and Company may
agree in writing, not being later than 5.00 p.m. on 5 December
2022); (ii) any of such conditions becomes incapable of being
fulfilled at any time prior to Admission and is not waived by the
Joint Bookrunners; or (iii) the Placing Agreement is terminated in
the circumstances specified 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 Bookrunners may (acting together), at their sole
discretion and upon such terms as they think fit, waive or extend
the period for, compliance by the Company with the whole or any
part of any of the Company's obligations in relation to the
conditions in the Placing Agreement save that that certain of the
conditions, including those relating to Admission, may not be
waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
Neither the Joint Bookrunners, the Company nor any of their
respective affiliates shall have any liability to any Placee (or to
any other person whether acting on behalf of a Placee or otherwise)
in respect of any decision they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision they may make as to
the satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the
Joint Bookrunners.
Right to terminate the Placing Agreement
The Joint Bookrunners are entitled, at any time before
Admission, to terminate the Placing Agreement by giving notice to
the Company in certain circumstances, including:
A) any statement contained in the Placing Documents (as defined
in the Placing Agreement) has, in the opinion of any Joint
Bookrunner (following reasonable consultation with the Company),
become or is discovered to be untrue, inaccurate or misleading in
any material respect; or
B) any matters have arisen or have been discovered which would,
if the Placing Documents were to be issued at that time, constitute
an omission therefrom; or
C) any of the conditions to the Placing Agreement has become
incapable of satisfaction before the latest time provided for in
the Placing Agreement or any of the conditions has not been
satisfied before the latest time provided in the Placing Agreement
and in either case has not been waived; or
D) any of the Warranties become untrue, inaccurate or misleading
in any material respect by reference to the facts or circumstances
subsisting at any such time, or a matter arises that gives rise to
a claim under the Company Indemnity (as defined in the Placing
Agreement) ; or
E) the Company fails, in any respect which is material in the
opinion of a Joint Bookrunner (acting in good faith), to comply
with any of its obligations under the Placing Agreement; or
F) in the opinion of any Joint Bookrunner ( following reasonable
consultation with the Company ), there has been a Material Adverse
Effect (as defined in the Placing Agreement); or
G) there has been a change in certain international financial
markets, a suspension or material limitation in trading on certain
stock exchanges or a material disruption in commercial banking or
securities settlement or clearance which a Joint Bookrunner
considers (acting in good faith) makes it impractical or
inadvisable to proceed with the Placing or Admission.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances. By participating in the Placing, Placees
agree that the exercise by the Joint Bookrunners of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of the Joint Bookrunners, as
applicable, and that none of them need make any reference to
Placees and that neither the Joint Bookrunners, nor any of its
respective affiliates shall have any liability to Placees
whatsoever in connection with any such exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of an admission
document or prospectus in the United Kingdom or in any other
jurisdiction. No offering document, admission 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 the
Announcement (including this Appendix) and the business and
financial information that the Company is required to publish in
accordance with the AIM Rules (the "Exchange Information").
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement is exclusively the
responsibility of the Company and confirms that it has neither
received nor relied on any other information (other than the
Exchange Information), representation, warranty, or statement made
by or on behalf of the Company, or the Joint Bookrunners or any
other person and neither the Joint Bookrunners, the Company nor any
other person will be liable for any Placee's decision to
participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have
obtained or received and, if given or made, such information,
representation, warranty or statement must not be relied upon as
having been authorised by the Joint Bookrunners, the Company, or
their respective officers, directors, employees or agents.
Each Placee acknowledges and agrees that it has relied on its
own investigation of the business, financial or other position of
the Company in accepting a participation in the Placing. Neither
the Company nor the Joint Bookrunners are making any undertaking or
warranty to any Placee regarding the legality of an investment in
the Placing Shares by such Placee under any legal, investment or
similar laws or regulations. Each Placee should not consider any
information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own solicitor, tax adviser
and financial adviser for independent legal, tax and financial
advice regarding an investment in the Placing Shares. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Registration and settlement
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation or
contract note in accordance with the standing arrangements in place
with the relevant Joint Bookrunner, stating the number of Placing
Shares allocated to it at the Placing Price, the aggregate amount
owed by such Placee (in GBP) and a form of confirmation in relation
to settlement instructions.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by the Joint Bookrunners in accordance with the standing
CREST settlement instructions which they have in place with the
relevant Joint Bookrunner.
Settlement of transactions in the Placing Shares (ISIN:
GB00BL97B942 ) following Admission will take place within the
system administered by Euroclear UK & International Limited
("CREST") provided that, subject to certain exceptions, the Joint
Bookrunners reserve the right to require settlement for, and
delivery of, the Placing Shares (or a portion thereof) to Placees
by such other means that it deems necessary if delivery or
settlement is not possible or practicable within CREST within the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements in any Placee's jurisdiction.
It is expected that settlement will be on 24 November 2022 in
accordance with the instructions set out in the form of
confirmation.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above SONIA.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Joint Bookrunners may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the appropriate the relevant Joint
Bookrunner's account and benefit (as agents for the Company), an
amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable and
shall indemnify the Joint Bookrunners on demand for any shortfall
below the aggregate amount owed by it and may be required to bear
any stamp duty or stamp duty reserve tax or securities transfer tax
(together with any interest or penalties) which may arise upon the
sale of such Placing Shares on such Placee's behalf. By
communicating a bid for Placing Shares, each Placee confers on the
Joint Bookrunners such authorities and powers necessary to carry
out any such sale and agrees to ratify and confirm all actions
which the Joint Bookrunners lawfully takes in pursuance of such
sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the form of
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Neither the Joint Bookrunners nor the
Company will be liable in any circumstances for the payment of
stamp duty, stamp duty reserve tax or securities transfer tax in
connection with any of the Placing Shares. Placees will not be
entitled to receive any fee or commission in connection with the
Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Joint Bookrunners (for
themselves and on behalf of the Company):
1. that it has read and understood this Announcement, including
the Appendices, in its entirety and that its subscription for or
purchase of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
2. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
3. that the exercise by the Joint Bookrunners of any right or
discretion under the Placing Agreement shall be within the absolute
discretion of the Joint Bookrunners, and the Joint Bookrunners need
not have any reference to it and shall have no liability to it
whatsoever in connection with any decision to exercise or not to
exercise any such right and each Placee agrees that it has no
rights against the Joint Bookrunners, or the Company, or any of
their respective officers, directors or employees, under the
Placing Agreement pursuant to the Contracts (Rights of Third
Parties Act) 1999;
4. that these terms and conditions represent the whole and only
agreement between it, the Joint Bookrunners and the Company in
relation to its participation in the Placing and supersedes any
previous agreement between any of such parties in relation to such
participation. Accordingly, each Placee, in accepting its
participation in the Placing, is not relying on any information or
representation or warranty in relation to the Company or any of its
subsidiaries or any of the Placing Shares other than as contained
in this Announcement and the Exchange Information. Each Placee
agrees that neither the Company, the Joint Bookrunners nor any of
their respective officers, directors or employees will have any
liability for any such other information, representation or
warranty, express or implied;
5. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5 of the
Prospectus Regulation, (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Member State other than Qualified Investors or in circumstances in
which the prior consent of the Joint Bookrunners has 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 other than
Qualified Investors, the offer of those Placing Shares to it is not
treated under the Prospectus Regulation as having been made to such
persons;
6. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
UK Prospectus Regulation, the Placing Shares acquired by it in the
Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale
to, persons in a Member State or the UK other than Qualified
Investors or Relevant Persons, or in circumstances in which the
prior consent of the Joint Bookrunners has been given to the offer
or resale;
7. that neither it nor, as the case may be, its clients expect
the Joint Bookrunners to have any duties or responsibilities to
such persons similar or comparable to the duties of "best
execution" and "suitability" imposed by the FCA's Conduct of
Business Source Book, and that the Joint Bookrunners are not acting
for it or its clients, and that the Joint Bookrunners will not be
responsible for providing the protections afforded to customers of
the Joint Bookrunners or for providing advice in respect of the
transactions described herein;
8. that it has made its own assessment of the Placing Shares and
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing and neither the Joint Bookrunners nor the Company or any of
their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them has
provided, and will not provide, it with any material regarding the
Placing Shares or the Company or any other person other than the
information in this Announcement or the Publicly Available
Information; nor has it requested the Joint Bookrunners, the
Company or any of their respective affiliates, agents, directors,
officers or employees or any person acting on behalf of any of them
to provide it with any such information;
9. that it is: (i) unless otherwise agreed in writing with the
Joint Bookrunners, located outside the United States and it is not
a US person as defined in Regulation S under the Securities Act
("Regulation S") and it is subscribing for the Placing Shares only
in "offshore transactions" as defined in and pursuant to Regulation
S, and (ii) it is not subscribing for Placing Shares as a result of
any "directed selling efforts" as defined in Regulation S or by
means of any form of "general solicitation" or "general
advertising" as such terms are defined in Regulation D under the
Securities Act;
10. that the Placing Shares have not been and will not be
registered under the Securities Act, or under the securities
legislation of, or with any securities regulatory authority of, any
state or other jurisdiction of the United States and that, subject
to certain exceptions, the Placing Shares may not be offered, sold,
pledged, resold, transferred, delivered or distributed into or
within the United States;
11. that the only information on which it is entitled to rely on
and on which it has relied in committing to subscribe for the
Placing Shares is contained in the Announcement and Publicly
Available Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares and it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on the
Announcement and Publicly Available Information;
12. that neither the Joint Bookrunners nor the Company or any of
their respective affiliates, agents, directors, officers or
employees has made any representation or warranty to it, express or
implied, with respect to the Company, the Placing or the Placing
Shares or the accuracy, completeness or adequacy of the Publicly
Available Information;
13. that unless specifically agreed with the Joint Bookrunners,
it is not and was not acting on a non-discretionary basis for the
account or benefit of a person located within the United States at
the time the undertaking to subscribe for Placing Shares was given
and it is not acquiring Placing Shares with a view to the offer,
sale, resale, transfer, delivery or distribution, directly or
indirectly, of any Placing Shares into the United States and it
will not reoffer, resell, pledge or otherwise transfer the Placing
Shares except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and otherwise in accordance with any applicable securities laws of
any state or jurisdiction of the United States;
14. that it is not a national or resident of Canada, Australia,
New Zealand, 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, the Republic of South Africa
or Japan and each Placee acknowledges that the relevant exemptions
are not being obtained from the Securities Commission of any
province of Canada, that no document has been or will be lodged
with, filed with or registered by the Australian Securities and
Investments Commission or Japanese Ministry of Finance and that the
Placing Shares are not being offered for sale and may not be,
directly or indirectly, offered, sold, transferred or delivered in
or into Canada, Australia, New Zealand, the Republic of South
Africa or Japan;
15. that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
16. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Placing Shares to any persons within the United States or to any US
persons (as that term is defined in Regulation S);
17. that it is entitled to subscribe for Placing Shares under
the laws of all relevant jurisdictions which apply to it and that
it has fully observed such laws and obtained all governmental and
other consents which may be required thereunder or otherwise and it
has complied with all necessary formalities and that it has not
taken any action which will or may result in the Company or the
Joint Bookrunners or any of their respective directors, officers,
employees or agents acting in breach of any regulatory or legal
requirements of any territory in connection with the Placing or its
acceptance;
18. that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for the Placing
Shares and to perform its subscription and/or purchase
obligations;
19. 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
the 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 Bookrunners;
20. that it is either: (a) a person of a kind described in
paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment
professionals) of the Order; or (b) a person of a kind described in
paragraph 2 of Article 49 (high net worth companies, unincorporated
associations, partnerships or trusts or their respective directors,
officers or employees) of the Order; or (c) a person to whom it is
otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it
for the purposes of its business;
21. that, unless otherwise agreed by the Joint Bookrunners, it
is a qualified investor (as defined in section 86(7) of FSMA;
22. that, unless otherwise agreed by the Joint Bookrunners, it
is a "professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution;
23. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
24. it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving the United
Kingdom;
25. that any money held in an account with each of the Joint
Bookrunners (or its nominee) on its behalf and/or any person acting
on its behalf will not be treated as client money within the
meaning of the rules and regulations of the FCA. Each Placee
further acknowledges that the money will not be subject to the
protections conferred by the FCA's client money rules. As a
consequence, this money will not be segregated from the Joint
Bookrunners' (or its nominee's) money in accordance with such
client money rules and will be used by the Joint Bookrunners in the
course of its own business and each Placee will rank only as a
general creditor of the Joint Bookrunners;
26. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
Ordinary Shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
27. that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
28. that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing
for under the Placing unless and until Admission becomes
effective;
29. that it appoints irrevocably any director of the Joint
Bookrunners as its agent for the purpose of executing and
delivering to the Company and/or its registrars any document on its
behalf necessary to enable it to be registered as the holder of the
Placing Shares;
30. that, as far as it is aware, it is not acting in concert
(within the meaning given in The City Code on Takeovers and
Mergers) with any other person in relation to the Company;
31. that this Announcement does not constitute a securities
recommendation or financial product advice and that neither the
Joint Bookrunners nor the Company has considered its particular
objectives, financial situation and needs;
32. that it is aware that it may be required to bear, and it,
and any accounts for which it may be acting, are able to bear, the
economic risk of, and is able to sustain, a complete loss in
connection with the Placing;
33. that it will indemnify and hold the Company and the Joint
Bookrunners 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 Company
and the Joint Bookrunners will rely on the truth and accuracy of
the confirmations, warranties, acknowledgements and undertakings
herein and, if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify the Joint Bookrunners
and the Company. All confirmations, warranties, acknowledgements
and undertakings given by the Placee, pursuant to this Announcement
(including this Appendix) are given to the Joint Bookrunners for
themselves and on behalf of the Company and will survive completion
of the Placing and Admission;
34. that time shall be of the essence as regards its obligations
pursuant to this Appendix;
35. that it is responsible for obtaining any legal, tax and
other advice that it deems necessary for the execution, delivery
and performance of its obligations in accepting the terms and
conditions of the Placing, and that it is not relying on the
Company or the Joint Bookrunners to provide any legal, tax or other
advice to it;
36. that all dates and times in this Announcement (including
this Appendix) may be subject to amendment and that the Joint
Bookrunners shall notify it of such amendments;
37. that (i) it has complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA and UK MAR, (ii) in
connection with money laundering and terrorist financing, it has
complied with its obligations under the Proceeds of Crime Act 2002
(as amended), the Terrorism Act 2000 (as amended), the Terrorism
Act 2006 and the Money Laundering Regulations 2007 and (iii) it is
not a person: (a) with whom transactions are prohibited under the
Foreign Corrupt Practices Act of 1977 or any economic sanction
programmes administered by, or regulations promulgated by, the
Office of Foreign Assets Control of the U.S. Department of the
Treasury; (b) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or (c)
subject to financial sanctions imposed pursuant to a regulation of
the European Union or a regulation adopted by the United Nations
(together, the "Regulations"); and, if making payment on behalf of
a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations and, if making payment on behalf of a
third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations and it has obtained all governmental
and other consents (if any) which may be required for the purpose
of, or as a consequence of, such purchase, and it will provide
promptly to the Joint Bookrunners such evidence, if any, as to the
identity or location or legal status of any person which the Joint
Bookrunners may request from it in connection with the Placing (for
the purpose of complying with such Regulations or ascertaining the
nationality of any person or the jurisdiction(s) to which any
person is subject or otherwise) in the form and manner requested by
the Joint Bookrunners on the basis that any failure by it to do so
may result in the number of Placing Shares that are to be
subscribed for by it or at its direction pursuant to the Placing
being reduced to such number, or to nil, as the Joint Bookrunners
may decide in their absolute discretion;
38. that it will not make any offer to the public of those
Placing Shares to be subscribed for by it for the purposes of the
Prospectus Regulation or UK Prospectus Regulation, as
applicable;
39. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect of any Placing Shares; save that if
it is a private client stockbroker or fund manager it confirms that
in purchasing the Placing Shares it is acting under the terms of
one or more discretionary mandates granted to it by private clients
and it is not acting on an execution only basis or under specific
instructions to purchase the Placing Shares for the account of any
third party;
40. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or the Joint
Bookrunners 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;
41. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to the Joint Bookrunners;
42. that the Joint Bookrunners owe no fiduciary or other duties
to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
43. that the Joint Bookrunners or any of its affiliates may, at
their absolute discretion, agree to become a Placee in respect of
some or all of the Placing Shares;
44. that no prospectus or offering document has been or will be
prepared in connection with the Placing and it has not received and
will not receive a prospectus or other offering document in
connection with the Placing or the Placing Shares; and
45. that if it has received any confidential price sensitive
information concerning the Company in advance of the publication of
this Announcement, it has not: (i) dealt in the securities of the
Company; (ii) encouraged, required, recommended or induced another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person, prior to such information being
made publicly available.
The Company, the Joint Bookrunners and their respective
affiliates will rely upon the truth and accuracy of each of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to the Joint Bookrunners for
themselves and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by the
Joint Bookrunners.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor the
Joint Bookrunners will be responsible, and the Placee to whom (or
on behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such UK stamp duty or stamp duty reserve tax
undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and the Joint Bookrunners in the event that
any of the Company and/or the Joint Bookrunners has incurred any
such liability to UK stamp duty or stamp duty reserve tax. If this
is the case, each Placee should seek its own advice and notify the
Joint Bookrunners accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription or purchase by
them of any Placing Shares or the agreement by them to subscribe
for or purchase any Placing Shares.
All times and dates in this Announcement (including this
Appendix) may be subject to amendment. The Joint Bookrunners shall
notify the Placees and any person acting on behalf of the Placees
of any changes.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Joint Bookrunners or by any of its respective affiliates or agents
as to or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
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For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEFFFEILFLIFIF
(END) Dow Jones Newswires
November 21, 2022 02:00 ET (07:00 GMT)
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