TIDMGAME
RNS Number : 7823S
GameAccount Network PLC
21 March 2016
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION
OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY PLACING
SHARES OF GAMEACCOUNT NETWORK PLC IN ANY JURISDICTION IN WHICH ANY
SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
GameAccount Network plc ("GAN" or "the Company")
Proposed Placing to raise approximately GBP3 million
GAN announces today its intention to raise gross proceeds of
approximately GBP3 million through an issue of new Ordinary Shares
(the "Placing Shares") by way of a conditional placing (the
"Placing") with existing and new investors (the "Placees") at a
price of 28 pence each (the "Placing Price"). The Company plans to
use the proceeds from the Placing to continue expansion of
real-money Regulated Gaming and Simulated Gaming(TM) opportunities
in the US and for working capital and general business development
purposes.
Details of the Placing
The Placing is being conducted, subject to the satisfaction of
certain conditions, through a bookbuild process to be carried out
by J&E Davy ("Davy"), who is acting as nominated adviser, ESM
adviser, broker and sole bookrunner in relation to the Placing. The
book will open with immediate effect. The book is expected to close
no later than 4.30 p.m. today (Dublin time), but may be closed
earlier or later at the sole discretion of the Company and Davy.
The allocation and number of Placing Shares to be issued in the
Placing will be agreed by the Company with Davy at the close of the
bookbuild process. Details of the above will be announced as soon
as practicable after the close of the bookbuild process.
The Placing is subject to the terms and conditions set out in
the Appendix to this announcement (the "Appendix") (which forms
part of this Announcement, such that this announcement and the
Appendix together being the "Announcement"). The Appendix sets out
further information relating to the Placing and the terms and
conditions of the Placing.
The Placing will be conditional upon, amongst other things, the
Resolutions required to implement the Placing being duly passed at
the general meeting of the Company (the "General Meeting"),
proposed to be held at the offices of Addleshaw Goddard LLP, Milton
Gate, Chiswell Street, London, EC1Y 4AG at 10.00 a.m. on 7 April
2016, the Placing Agreement not having been terminated in
accordance with its terms and upon Admission becoming
effective.
The Placing is not being underwritten.
The Placing Price represents a discount of 5.1 per cent. to the
29.5 pence closing middle market price of an Ordinary Share on 18
March 2016, being the last trading day prior to the announcement of
the Placing. The Placing Shares will, when issued, 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 declared, made or paid in respect
of such shares after the date of issue of the Placing Shares.
Subject to Shareholder approval in respect of the Placing, the
Placing will be made on a non-pre-emptive basis and accordingly
Shareholders generally will not be offered a pro rata right to
subscribe for the Placing Shares if such approval is given.
Application will be made to the London Stock Exchange and the
Irish Stock Exchange for the Placing Shares to be admitted to
trading on AIM and ESM respectively ("Admission"). It is expected
that Admission will become effective and dealings will commence in
the Placing Shares at 8:00 a.m. (Dublin time) on 8 April 2016.
A circular, containing a notice of the General Meeting, will be
sent shortly to Shareholders outlining the terms of the Placing and
seeking the necessary approval of Shareholders to issue the Placing
Shares on a non-pre-emptive basis.
Background to the Placing
GAN is a leading developer and supplier of Internet Gaming
Systems (IGS) to online and land-based gaming operators. GAN's
strategy is to be the leading independent supplier of internet
gaming platforms and content solutions to the US casino market.
GAN has successfully delivered Betfair's regulated real-money
gaming business in New Jersey since November 2013, with
BetfairCasino.com holding a low double digit market share of the
New Jersey market. The New Jersey market is the largest regulated
online gaming market in the US and has seen continued growth since
its launch, helped recently by improving technical
developments.
Market growth has been driven primarily by casino as opposed to
poker and GAN anticipates the New Jersey online casino market to
grow a further 20% in 2016, to approximately US$150m in gross
gaming revenues.
Borgata is expected to launch Regulated Gaming on GAN's platform
in Summer 2016, subject to certain contractual conditions being
met. Borgata is a leading destination casino resort in New Jersey
with a 31% online market share in 2015. Following the expected
launch of Borgata, GAN's clients will represent over 40% of the New
Jersey online gaming market.
GAN believes that Pennsylvania may enact regulation during 2016,
where GAN is the exclusive IGS provider to Parx Casino, a leading
casino property operator with a 30% market share of the
five-property Eastern Pennsylvania casino market. With
approximately 12.8m residents, the regulation of the Pennsylvanian
market would double the addressable market for regulated real-money
gaming in the US. Other US states may also enact regulation, and
GAN will target the next layer of regulation as and when
appropriate.
Simulated Gaming(TM) represents a compelling opportunity for
GAN. In the absence of further intra-State real-money online gaming
regulation during 2014 and 2015, GAN successfully refocused its
strategy on delivering an online platform to US land-based casinos
through its Simulated Gaming(TM) offering. GAN now has contracts
with nine major US land-based casino operators and one Australian
consortium, with GAN's US clients representing an 8% market share
of the US$69 billion annual land-based US casino industry.
Furthermore, Simulated Gaming(TM) per-unit economics continue to
outperform expectations with ARPDAU in excess of US$2.00 in 2015,
substantially ahead of reported social casino metrics.
GAN's Simulated Gaming(TM) strategy seeks to establish
coast-to-coast partnerships with marquee land-based casino
operators in order to expand its regional footprint and facilitate
rapid market share acquisition upon future intra-State regulation.
GAN also sees incremental opportunities to scale Simulated
Gaming(TM) through acquisition marketing activity and the potential
for incremental Simulated Gaming(TM) net revenues through the
launch of new casual mobile games.
Since November 2013, GAN has made significant investments across
its US sales, marketing and operational infrastructure, and its
proprietary technology platform and gaming content. This investment
has enabled GAN to expand its US presence in both Regulated Gaming
and Simulated Gaming(TM) markets. With significant investment
undertaken, GAN believes it is positioned to capitalise on the
immediate Simulated Gaming(TM) opportunity in the US and in growing
its market share in New Jersey's regulated real-money gaming
market, with GAN's cost base capable of supporting anticipated
future growth.
Use of proceeds
The Company intends to raise gross proceeds of approximately
GBP3 million. The Company plans to use the net proceeds from the
Placing to continue expansion of real-money Regulated Gaming and
Simulated Gaming(TM) opportunities in the US and for working
capital and general business development purposes.
Existing and new investor participation
As part of the proposed Placing, certain principals and
associates of Gaming Capital Group LLC ("GCG") have agreed to
invest approximately GBP0.66 million by subscribing for Placing
Shares in the Placing. GCG is a provider of casino equipment
solutions and financial services to the gaming industry. The
company engages in, amongst other things, financing casino and
hotel expansions and renovations, and financing the purchase of
gaming equipment. GCG was founded in 2005 by leading gaming
industry executives and is headquartered in Newcastle,
Oklahoma.
In addition, certain existing shareholders, comprising Sir
Michael Smurfit and Mr Tony Smurfit, holding 9.9% and 8.4%
respectively of the Company's Existing Ordinary Share Capital, have
indicated they will invest approximately GBP1.6 million and GBP0.2
million respectively, by subscribing for Placing Shares in the
Placing.
Directors' participation
Mr Dermot S Smurfit, Mr Michael Smurfit Jr, Mr David O'Reilly,
Mr Roger Kendrick and Mr Seamus McGill, each of whom are Directors
of the Company, have indicated that they will invest approximately
GBP0.58 million in aggregate by subscribing for Placing Shares in
the Placing. The Directors are considered related parties for the
purposes of the AIM and ESM Rules. As such, the participation of
these Directors in the Placing constitutes a Related Party
Transaction under Rule 13 of the AIM and ESM Rules for Companies.
Further information will be provided to the market via RNS
shortly.
Current trading and prospects
(MORE TO FOLLOW) Dow Jones Newswires
March 21, 2016 10:17 ET (14:17 GMT)
The Company presents below its preliminary unaudited results as
at and for the year ended 31 December 2015. Undue reliance should
not be placed on these preliminary unaudited results as they are
unaudited, have not been finalised, and thus are subject to
revision and change. The Company expects to publish its final
audited results as at and for the year ended 31 December 2015
during the week commencing 25 April 2016.
GBP'000 Year Ended Year Ended
31 December 31 December
2015 2014
(Unaudited) (Audited)
-------------------------------- ------------- -------------
Gross Income 26,389 26,682
Net Revenues 5,853 7,528
Net Revenues as a % of Gross
Income 22.1% 28.2%
Net Revenues (excluding impact
of system sales) 5,853 6,495
Clean EBITDA(1) (3,018) (1,425)
Clean EBITDA(1) (excluding
impact of system sales) (3,018) (2,378)
GBP'000 As at As at
31 December 31 December
2015 2014
(Unaudited) (Audited)
-------------------------------- ------------- -------------
Net Assets 9,602 15,176
Cash and Cash Equivalents 3,778 10,776
(1) Clean EBITDA is a non GAAP company specific measure and
excludes interest, tax, depreciation, amortisation, share based
payment expense and other items which the directors consider to be
non-recurring and one time in nature.
The following provides a summary of the Company's financial and
operating performance for the year-ended 31 December 2015, in
addition to the Company's 2016 outlook based on the Company's
preliminary unaudited results.
Financial overview
-- Recurring net revenues base in 2015 represented 78% of
overall net revenues, up from 47% in 2014
-- Net revenues from Simulated Gaming(TM) increased
substantially by 377% due to organic growth with established
operators and launch of five additional casinos
-- Recurring net revenues from Regulated Gaming continued to
grow in New Jersey and Italy, offset by declines in other European
markets as the Company continues to focus on sustainable regulated
markets
-- Game Development and System Sales were impacted by a lack of
further regulation, and a shift in casino manufacturer market focus
resulting in an increased sales cycle
-- Group Clean EBITDA cost base of GBP9m which is capable of supporting further growth in 2016
Operation overview and developments
-- New Jersey Regulated Gaming out-performed expectations with
low double digit market share for BetfairCasino.com
-- Simulated Gaming(TM) per unit economics continue to
outperform expectations with ARPDAU in excess of US$2.00,
substantially ahead of reported social casino metrics
-- San Manuel, Maryland Live and ACEP signed with Simulated
Gaming(TM) , launching in Q4 2015, and will contribute to full year
revenues in 2016
-- Seven Simulated Gaming(TM) operators live entering 2016
-- Additional Regulated Gaming opportunities launched in Italy
with Bet365, William Hill and Star Vegas (Novomatic), incorporating
an enlarged gaming portfolio
-- Substantial investment in development and functionality of
Simulated Gaming(TM) product and development of GAN's regulated
platform in New Jersey
-- Increase in full year headcount in UK and US office to
support parallel operator deployments and sales and marketing
efforts to expedite customer acquisition pipeline. As at 31
December 2015 GAN had 102 full time employees across both UK and US
offices
-- Investments to begin to deliver significant operational leverage in 2016
Outlook 2016
The Company is looking to grow its market share of the New
Jersey market through the expected continued growth of
Betfaircasino.com, the launch of Borgata on GAN's regulated
platform in Summer 2016 and through additional Regulated Gaming
client wins.
An increase in aggregate Simulated Gaming(TM) net revenues is
expected to be driven by a combination of the seven operators live
entering 2016, the launch of Simulated Gaming(TM) offerings for
Borgata and major multi-State operators Isle of Capri and Rock
Gaming in the first half of 2016 and anticipated Simulated
Gaming(TM) client wins across the US.
Discussions are ongoing in relation to IGS sales and additional
game content deals with tier one casino manufacturers.
Recommendation
The Directors consider the Placing to be in the best interests
of the Company and its Shareholders as a whole and accordingly
unanimously intend to recommend Shareholders to vote in favour of
the Resolutions to be proposed at the General Meeting as they
intend to do so in respect of their own beneficial holdings
amounting, in aggregate, to 13,325,886 Existing Ordinary Shares,
representing approximately 23.8 per cent. of the Existing Ordinary
Share Capital.
Dermot Smurfit, Chief Executive Officer of GAN commented:
"We welcome the support of existing and new investors in this
placing which will fund important next steps for the Company. The
proceeds will be used to continue the expansion of both our real
money Regulated Gaming and Simulated Gaming business in the US,
underlying our continuing belief that a compelling opportunity
exists here for GAN.
Since our listing in November 2013, we have made significant
investments in our US business despite continuing delay of the US
regulatory cycle. Delivery of Simulated Gaming to major land-based
US casino operators located in States anticipated to regulate in
the future has been the priority and today GAN has 9 major US
casino clients located coast-to-coast including regional market
leaders in Pennsylvania, New York and California. Delivering
Simulated Gaming means we are uniquely positioned to convert to
Regulated Gaming as and when legislation permits and GAN's clients
of Simulated Gaming represent an 8% market share of the US$69
billion annual land-based US casino industry.
We have invested heavily in strategically positioning our
enterprise-grade technology platform to serve both Simulated and
Regulated Gaming to clients and believe that significant scarcity
value exists inherently within GAN's technology, operational
experience and US-patented framework for converging land-based
gaming with Internet gaming. Our US market position has been
further strengthened recently by The Borgata, New Jersey's leading
land-based casino operator, recently choosing GAN's enterprise
platform and joining an impressive list of ongoing US clients,
including: Betfair, Empire City, San Manuel, Maryland Live, Parx
Casino, ACEP, Jack Entertainment (formerly Rock Gaming) and Isle of
Capri. We are confident in our continued ability to provide a
market-leading enterprise solution for Internet gaming to a US
land-based casino Industry with growing appetite for engaging
online with their patrons. We welcome new investors who are
expressing confidence in GAN's prospects for Simulated Gaming
nationwide and Regulated Gaming in New Jersey."
The expected timetable of principal events in connection with
the Placing is as follows:
Announcement of Placing........................................................ 21 March 2016
Date of publication of the Circular.............................................. On or around 22 March 2016
Latest time and date for receipt of Forms of Proxy for the General
Meeting....................................................... 10.00 a.m. on 5 April 2016
General
Meeting...................................................................... 10.00 a.m. on 7 April 2016
Admission and commencement of dealings in the Placing Shares on AIM and
ESM................................................................. 8.00 a.m. on 8 April 2016
CREST accounts credited with the Placing Shares..................... by 8.00 a.m. on 8 April 2016
For further information please contact:
GAN +44 (0) 20 7292
Dermot Smurfit 6262
Chief Executive Officer dsmurfit@gan.com
Davy (Nominated Adviser,
ESM Adviser, Broker
and Sole Bookrunner)
John Frain / Roland +353 (0) 1 679
French 6363
FTI Consulting +353 (0) 1 663
Mark Kenny / Jonathan 3686
Neilan gameaccount@fticonsulting.com
Note regarding forward-looking statements
This announcement includes forward-looking statements, including
statements concerning current expectations about future financial
performance and economic and market conditions which GAN believes
are reasonable. However, these statements are neither promises nor
guarantees, but are subject to risks and uncertainties that could
cause actual results to differ materially from those
anticipated.
(MORE TO FOLLOW) Dow Jones Newswires
March 21, 2016 10:17 ET (14:17 GMT)
This announcement should be read in its entirety. In particular,
you should read and understand the information contained in the
"Important Notices" section of this Announcement, the detailed
terms and conditions of the Placing and further information
relating to the Bookbuild described in the Appendix. By choosing to
participate in the Placing and by making an oral and legally
binding offer to acquire Placing Shares, investors will be deemed
to have read and understood this Announcement in its entirety and
to be making such offer on the terms and subject to the conditions
in it, and to be providing the representations, warranties,
acknowledgements and undertakings contained in the Appendix.
IMPORTANT NOTICES
This Announcement may contain and the Company may make verbal
statements containing certain forward-looking statements with
respect to certain of the Company's plans and its current goals and
expectations, financial condition and performance and which involve
a number of risks and uncertainties. The Company cautions readers
that no forward-looking statement is a guarantee of future
performance and that actual results could differ materially from
those contained in the forward-looking statements. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Forward-looking
statements sometimes use words such as "aim", "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", or other words of similar meaning. Examples of
forward-looking statements include, amongst others, statements
regarding the Company's contracts, future financial position,
revenue and or income growth, business strategy, future US
intra-State regulation, projected costs, estimates of capital
expenditure and objectives for future operations of the Company and
other statements that are not historical fact. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances, including, but not
limited to global economic and business conditions, the effects of
continued volatility in credit markets, market-related risks such
as changes in interest rates and foreign exchange rates, the
policies and actions of governmental and regulatory authorities,
changes in legislation, the further development of standards and
interpretations under International Financial Reporting Standards
("IFRS") applicable to past, current and future periods, evolving
practices with regard to the interpretation and application of
standards under IFRS, the outcome of pending and future litigation
or regulatory investigations, the success of any future
acquisitions and other strategic transactions and the impact of
competition. A number of these factors are beyond the Company's
control. As a result, the Company's actual future results may
differ materially from the plans, goals, and expectations set forth
in the Company's forward-looking statements. Given these risks and
uncertainties, prospective investors are cautioned not to place
undue reliance on forward-looking statements which are not
guarantees of future performance. Any forward-looking statements
made in this Announcement by or on behalf of the Company speak only
as of the date they are made. Neither the Company nor Davy
undertake any obligation nor do they intend to revise or update any
forward-looking statements in this Announcement to reflect events
or circumstances after the date of this Announcement (except, in
the case of the Company, to the extent required by the London Stock
Exchange, the Irish Stock Exchange or by applicable law or
regulation). Forward-looking statements in this Announcement are
current only as of the date on which such statements are made. None
of the future projections, expectations, estimates or prospects in
this Announcement should be taken as forecasts or promises nor
should they be taken as implying any indication, assurance or
guarantee that the assumptions on which such future projections,
expectations, estimates or prospects have been prepared are correct
or exhaustive or, in the case of the assumptions, fully stated in
the Announcement. As a result of these risks, uncertainties and
assumptions, the recipient should not place undue reliance on these
forward-looking statements as a prediction of actual results or
otherwise.
Davy, which is regulated in Ireland by the Central Bank of
Ireland, is acting for the Company and for no-one else in
connection with the Placing, and will not be responsible to anyone
other than the Company for providing the protections afforded to
clients of Davy or for providing advice to any other person in
relation to the Placing or any other matter referred to herein.
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 Davy or by any of its respective
Affiliates, directors, officers, employees or agents as to, or in
relation to, the contents 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 responsibility or
liability therefore is expressly disclaimed.
APPENDIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO BUY, SELL, ISSUE, OR SUBSCRIBE FOR, OR THE
SOLICITATION OF AN OFFER TO BUY, SELL, ISSUE, OR SUBSCRIBE FOR ANY
SECURITIES, NOR SHALL THERE BE ANY SALE OF SECURITIES IN THE UNITED
STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE IS OR MAY BE
UNLAWFUL (A "PROHIBITED JURISDICTION"). THIS ANNOUNCEMENT AND THE
INFORMATION CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO PERSONS IN A PROHIBITED
JURISDICTION UNLESS PERMITTED PURSUANT TO AN EXEMPTION UNDER THE
RELEVANT LOCAL LAW OR REGULATION IN ANY SUCH JURISDICTION. THIS
ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF
THE COMPANY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS
AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATIONAL PURPOSES ONLY
AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) (I) INVESTMENT
PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
"ORDER"), OR (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) (I) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA WHO ARE QUALIFIED INVESTORS (AS DEFINED IN ARTICLE
2(1)(E) OF EU DIRECTIVE 2003/71/EC, AS AMENDED (THE "PROSPECTUS
DIRECTIVE")) (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS
ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND
CONDITIONS SET OUT IN THIS ANNOUNCEMENT RELATE IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
THE MATERIAL SET FORTH HEREIN IS FOR INFORMATIONAL PURPOSES ONLY
AND IS NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF
SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION.
THE SECURITIES OF THE COMPANY DESCRIBED HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR WITH ANY REGULATORY AUTHORITY OR
UNDER THE LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD, RE-SOLD, 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 SECURITIES ACT AND
OTHERWISE IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. NEITHER THE US SECURITIES
AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED
OR DISPROVED OF AN INVESTMENT IN THE PLACING SHARES OR PASSED UPON
OR ENDORSED 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.
THE PLACING SHARES REFERRED TO IN THIS ANNOUNCEMENT ARE BEING
OFFERED AND SOLD OUTSIDE THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" (AS DEFINED IN AND PURSUANT TO REGULATION S UNDER THE
SECURITIES ACT. ANY OFFERING TO BE MADE IN THE UNITED STATES WILL
BE MADE TO A LIMITED NUMBER OF "QUALIFIED INSTITUTIONAL BUYERS"
("QIBS") (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT); AND
OTHER "ACCREDITED INVESTORS" (AS DEFINED IN RULE 501(A) OF
REGULATION D UNDER THE SECURITIES ACT), IN BOTH CASES PURSUANT TO
AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO PUBLIC OFFERING
OF SECURITIES OF THE COMPANY WILL BE MADE IN CONNECTION WITH THE
PLACING IN THE UNITED KINGDOM, THE REPUBLIC OF IRELAND, THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ELSEWHERE.
(MORE TO FOLLOW) Dow Jones Newswires
March 21, 2016 10:17 ET (14:17 GMT)
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law or
regulation. No action has been taken by the Company or Davy or any
of their respective Affiliates that would permit an offering of
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to 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 Davy to inform themselves about and to
observe such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
The relevant clearances have not been, and 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; and the Placing Shares have
not been, and nor will they be, registered under the securities
laws of any state, province or territory of Australia, Canada,
South Africa or Japan. 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 the United States, Australia, Canada, South
Africa, Japan or any other jurisdiction outside the United Kingdom
and Ireland.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Directive from the requirements to
produce a prospectus. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section
21(1) of the Financial Services and Markets Act 2000 (as amended)
(the "FSMA") does not apply.
Details of the Placing Agreement and Placing Shares
Davy has today entered into a Placing Agreement under which,
subject to the conditions set out in that agreement, Davy, as agent
for and on behalf of the Company, has agreed to use its reasonable
endeavours to procure placees for the Placing Shares at the Placing
Price, described in this Announcement and provided for in the
Placing Agreement. The Placing is not being underwritten.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing issued
Ordinary Shares of GBP0.01 each 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 issue of the Placing Shares.
The Placing Shares will, subject to approval by Shareholders at
the General Meeting, be issued free of any pre-emption rights,
encumbrance, lien or other security interest.
As part of the Placing, the Company has agreed with Davy that it
will not issue or sell any Ordinary Shares for a period of 180 days
after Admission, without the prior consent of Davy. This agreement
is subject to customary exceptions and does not prevent the Company
from granting or satisfying exercises of options granted pursuant
to the terms of existing employee share schemes of the Company, as
disclosed in publicly available information relating to the
Company.
Application for admission to trading
Application will be made to AIM and ESM for Admission of the
Placing Shares. It is expected that Admission will become effective
at 8.00 a.m. (Dublin time) on 8 April 2016 and that dealings in the
Placing Shares will commence on AIM and ESM at that time.
The Bookbuild
Davy will today commence the Bookbuild to determine demand for
participation in the Placing by Placees. This Appendix gives
details of the terms and conditions of, and the mechanics of
participation in, the Placing. No fees or commissions will be paid
to Placees or by Placees in respect of any Placing Shares.
Davy will be entitled to effect the Placing by such alternative
method to the Bookbuild as it may, in their sole discretion, and
with the Company's prior approval, determine.
Participation in, and principal terms of, the Placing
Davy is acting as sole bookrunner to the Placing, and as
nominated adviser, broker and agent of the Company.
1. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Davy. Davy and its respective Affiliates are each entitled to enter
bids in the Bookbuild as principal.
2. The Bookbuild will establish the number of Placing Shares.
The number of Placing Shares to be issued will be agreed between
Davy and the Company following completion of the Bookbuild. The
number of Placing Shares will be announced on a Regulatory
Information Service following the completion of the Bookbuild and
agreement between Davy and the Company as to the number of Placing
Shares.
3. To bid in the Bookbuild, Placees should communicate their bid
by telephone to their usual sales or equity capital markets contact
at Davy, on +353 (0)1 679 2816. Each bid should state the number of
Placing Shares which the prospective Placee wishes to subscribe for
at the Placing Price. Bids may be scaled down by Davy on the basis
referred to in paragraph 8 below. Davy reserves the right not to
accept bids or to accept bids in part rather than in whole. The
acceptance of the bids shall be at Davy's absolute discretion.
4. The Bookbuild is expected to close no later than 4.30 p.m.
(Dublin time) on 21 March 2016 but may be closed earlier or later
at the sole discretion of Davy and the Company. Davy may, in its
sole discretion, accept bids that are received after the Bookbuild
has closed. The Company reserves the right (with the agreement of
Davy) to reduce or seek to increase the amount to be raised
pursuant to the Placing, in its absolute discretion.
5. Each prospective Placee's allocation will be agreed between
Davy and the Company and will be confirmed orally by Davy as agent
of the Company following the close of the Bookbuild. That oral
confirmation will constitute an irrevocable legally binding
commitment of that person (who will at that point become a Placee)
in favour of the Company and Davy to subscribe for the number of
Placing Shares allocated to it at the Placing Price on the terms of
this Appendix and in accordance with the Company's memorandum and
articles of association.
6. Each prospective Placee's allocation and commitment will be
evidenced by a contract note issued to such Placee by Davy. The
terms and conditions of this Appendix will be deemed incorporated
into that contract note.
7. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to Davy (as agent of the
Company), to pay to Davy (or as they may direct) in cleared funds,
at the time set out in paragraph 12, an amount equal to the product
of the Placing Price and the number of Placing Shares such Placee
has agreed to subscribe for and the Company has agreed to allot and
issue to that Placee. Each Placee's obligation will be owed to the
Company and to Davy. The Company shall allot such Placing Shares to
each Placee following each Placee's payment to Davy of such amount
and subject to the passing of the Resolutions.
8. Subject to paragraphs 4 and 5 above, Davy may choose to
accept bids, either in whole or in part, on the basis of
allocations determined in agreement with the Company and may scale
down any bids for this purpose on such basis as they may determine.
Davy may also, notwithstanding paragraphs 4 and 5 above, subject to
the prior consent of the Company (i) allocate Placing Shares after
the time of any initial allocation to any person submitting a bid
after that time and (ii) allocate Placing Shares after the
Bookbuild has closed to any person submitting a bid after that
time. The acceptance of offers shall be at the absolute discretion
of Davy.
9. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Announcement and will be legally binding
on the Placee on behalf of which it is made and, except with the
consent of Davy, will not be capable of variation or revocation
after the time at which it is submitted.
10. Except as required by law or regulation, no press release or
other announcement will be made by Davy 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.
11. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for Placing Shares
to be subscribed for pursuant to the Placing will be required to be
made at the time required, on the basis explained below under
"Registration and Settlement".
12. All obligations under the Bookbuild and 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 "Termination of the Placing
Agreement".
13. By participating in the Bookbuild, 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.
14. To the fullest extent permissible by law, none of Davy nor
any of its respective Affiliates nor any person acting on their
behalf shall have any responsibility or liability to any Placee (or
to any other person whether acting on behalf of a Placee or
otherwise). In particular, none of Davy nor any of its respective
Affiliates nor any person acting on behalf of any of them shall
have any responsibility or liability (including to the fullest
extent permissible by law, any fiduciary duties) in respect of
Davy's conduct of the Bookbuild or of such alternative method of
effecting the Placing as Davy may determine.
Conditions of the Placing
(MORE TO FOLLOW) Dow Jones Newswires
March 21, 2016 10:17 ET (14:17 GMT)
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The obligations of Davy under the Placing Agreement are
conditional on, amongst other things:
A. there not having been a material adverse change in, or any
development reasonably likely to result in a material adverse
change in or affecting, the condition, financial, operational or
otherwise, or in the earnings, management, business affairs,
solvency or prospects of the Company or any other member of the
Group, whether or not foreseeable and whether or not arising in the
ordinary course of business since the date of the Placing
Agreement;
B. agreement being reached between the Company and Davy on the
number of Placing Shares, and the publication by the Company of a
pricing announcement;
C. the passing of the Resolutions, without amendment, at the
General Meeting (or any adjournment thereof);
D. the representations, warranties and agreements of the Company
contained in the Placing Agreement being true, accurate and not
misleading on the date of the Placing Agreement, on the date that
the number of Placing Shares is agreed and on Admission;
E. the Company complying with its obligations and having
satisfied all conditions under the Placing Agreement to the extent
the same fall to be performed or satisfied on or before Admission
and Davy receiving a certificate from the Company confirming such
is the case and confirming that the representations and warranties
given pursuant to the Placing Agreement are true and accurate;
F. the Company allotting, subject only to Admission, the Placing
Shares in accordance with the Placing Agreement; and
G. Admission of the Placing Shares becoming effective by 8:00
a.m. (Dublin time) on 8 April 2016 (or such later date as the
Company and Davy may otherwise agree).
If (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or, where
permitted, waived by Davy, by the respective time or date where
specified (or such later time and/or date as the Company and Davy
may agree), or (ii) the Placing Agreement is terminated in the
circumstances specified below, the Placing will not proceed and
each Placee's 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 or on behalf of the
Placee in respect thereof.
Davy may, at its discretion and upon such terms as it thinks
fit, waive 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 the conditions in the Placing
Agreement relating to Admission taking place, the publication of
the pricing announcement, the Resolutions being passed and the
allotment of the Placing Shares may not be waived. Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement.
None of Davy nor any of its Affiliates nor the Company shall
have any responsibility or liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision made 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 made 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 Davy
(and, where applicable, the Company).
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Termination of the Placing
Agreement" below, and will not be capable of rescission or
termination by the Placee.
Termination of the Placing Agreement
Davy is entitled, at any time before Admission, to terminate the
Placing Agreement in relation to its obligations in respect of the
Placing by giving notice to the Company if, amongst other
things:
A. there has been a breach or an alleged breach by the Company
of any of the warranties and representations contained in the
Placing Agreement or any failure by the Company to perform any of
the undertakings or agreements in the Placing Agreement; or
B. it shall come to the notice of Davy that any statement
contained in this Announcement or any other document or
announcement issued or published by or on behalf of the Company in
connection with the Placing (together the "Placing Documents"), or
any of them, is or has become untrue, incorrect or misleading in
any respect, or any matter has arisen, which would, if the Placing
were made at that time, constitute a material omission from the
Placing Documents, or any of them, and which in the good faith
opinion of Davy is material; or
C. in the good faith opinion of Davy, there has been, or Davy
has become aware of, or there has been made public, a material
adverse change in, or any development reasonably likely to result
in a material adverse change in, or affecting the condition,
financial, operational, legal or otherwise, or in the earnings,
management, business affairs, solvency or prospects of the Company
or any member of the Group, whether or not foreseeable and whether
or not arising in the ordinary course of business since the date of
the Placing Agreement, the effect of which is such as to make it,
in the good faith judgment of Davy, impracticable or inadvisable to
market the Placing Shares or to enforce contracts for the sale of
the Placing Shares; or
D. there has occurred (i) any material adverse change in the
financial markets in the United States, the United Kingdom, member
states of the European Union or in the international financial
markets, (ii) any outbreak or escalation of hostilities, act of
terrorism or other calamity or crisis or (iii) any change or
development involving a prospective change in national, United
Kingdom, European, United States or international political,
financial or economic conditions, or currency exchange rates, in
each case the effect of which is such as to make it, in the good
faith judgement of Davy, impracticable or inadvisable to market the
Placing Shares or to enforce contracts for the sale of the Placing
Shares; or
E. the quotation of the Ordinary Shares on AIM or the ESM has
been cancelled, or trading in any shares in the Company has been
suspended or limited by the London Stock Exchange or the Irish
Stock Exchange, or if trading generally on the London Stock
Exchange, on the Irish Stock Exchange or the New York Stock
Exchange has been suspended or limited, or there are certain other
disruptions, limitations or suspensions in respect of the
operations of certain stock exchanges or a banking moratorium is
declared by certain authorities.
Upon such termination, the parties to the Placing Agreement
shall be released and discharged (except for any liability arising
before or in relation to such termination) from their respective
obligations under or pursuant to the Placing Agreement subject to
certain exceptions.
By participating in the Placing, Placees agree that the exercise
by Davy of any right of termination or other discretion under the
Placing Agreement shall be within the absolute discretion of Davy
and that they need not make any reference to Placees in this regard
and that, to the fullest extent permitted by law, Davy shall have
no responsibility or liability to Placees whatsoever in connection
with any such exercise or failure so to exercise.
No offering document
No offering document, prospectus or admission document has been
or will be prepared in relation to the Placing and Placees'
commitments will be made solely on the basis of publicly available
information taken together with the information contained in this
Announcement released by the Company today, and any Exchange
Information (as defined below) previously published by the Company
and subject to the further terms set forth in the contract note to
be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement and the publicly available
information released by or on behalf of the Company 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 (other
than publicly available information) or Davy or their respective
Affiliates (other than the amount of the relevant Placing
participation in the oral confirmation given to Placees and the
contract note referred to below) or any other person and none of
the Company, Davy, it's respective Affiliates, any persons acting
on their behalf or 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
any of the Placees may have obtained or received (regardless of
whether or not such information, representation, warranty or
statement was given or made by or on behalf of any such persons).
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. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Registration and settlement
(MORE TO FOLLOW) Dow Jones Newswires
March 21, 2016 10:17 ET (14:17 GMT)
Settlement of transactions in the Placing Shares (ISIN:
GB00BGCC6189) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST"), using
the delivery versus payment mechanism, subject to certain
exceptions. The Company reserves the right to require settlement
for and delivery of the Placing Shares (or a portion thereof) to
Placees in certificated form if, in Davy's opinion, delivery or
settlement is not possible or practicable within the CREST system
within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in the Placee's
jurisdiction.
Following the close of the Bookbuild for the Placing, each
Placee's allocated Placing Shares in the Placing will be sent a
contract note stating the number of Placing Shares to be allocated
to it at the Placing Price, the aggregate amount owed by such
Placee to Davy and settlement instructions. Placees should settle
against CREST ID 189. It is expected that such contract note will
be despatched on 21 March 2016. 21 March 2016 will also be the
trade date in respect of the Placing Shares.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions
that it has in place with Davy.
The Company will deliver the Placing Shares to a CREST account
operated by Davy as agent for the Company and Davy will enter its
delivery (DEL) instruction into the CREST system. Davy will hold
any Placing Shares delivered to this account as nominee for the
Placees. The input to CREST by a Placee of a matching or acceptance
instruction will then allow delivery of the relevant Placing Shares
to that Placee against payment.
It is expected that settlement of the Placing Shares will be on
8 April 2016, in accordance with the instructions given to
Davy.
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 LIBOR as
determined by Davy.
Each Placee agrees that, if it does not comply with these
obligations, Davy 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 Company's account and benefit, 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 shall be
required to bear any stamp duty, stamp duty reserve tax or other
stamp, securities, transfer, registration, execution, documentary
or other similar impost, duty or 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 contract note 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 to as provided
below, be so registered free from any liability to stamp duty or
stamp duty reserve tax. If there are any circumstances in which any
other stamp duty or stamp duty reserve tax (together with interest
and penalties) is payable in respect of the issue of the Placing
Shares, neither Davy nor the Company shall be responsible for the
payment thereof.
Representation and warranties
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with Davy (in its capacity as bookrunner and placing agent of the
Company in respect of the Placing) and the Company, in each case as
a fundamental term of their application for Placing Shares as set
out below. Each Placee (and any person acting on such Placee's
behalf):
1. represents and warrants that it has read and understood this
Announcement, including this Appendix, in its entirety and that its
subscription for the Placing Shares is subject to and based upon
all the terms, conditions, warranties, acknowledgements, agreements
and undertakings and other information contained herein and will
not rely on any information or any representations, warranties or
statements made at any time by any person in connection with the
Placing or otherwise, other than the information contained in this
Announcement and any information publicly announced to a Regulatory
Information Service by or on behalf of the Company on or prior to
the date of this Announcement;
2. acknowledges and agrees that no prospectus, offering document
or admission document has been or will be prepared in connection
with the Placing and represents and warrants that it has not
received an admission document or other offering document in
connection with the Bookbuild, the Placing or the Placing
Shares;
3. acknowledges that the Placing Shares will be admitted to
trading on AIM and the ESM, and that the Company is therefore
required to publish certain business and financial information in
accordance with the rules and practices of the AIM and the ESM
(collectively, the "Exchange Information"), which includes a
description of the nature of the Company's business, results
announcements and the Company's most recent balance sheet and
profit and loss account, and similar statements for preceding
financial years and that it has reviewed such Exchange Information
and is able to obtain or access such Exchange 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;
4. acknowledges that none of Davy or the Company nor any of
their Affiliates nor any person acting on behalf of any of them has
provided, and will not provide, it with any material or information
regarding the Placing Shares, the Placing or the Company or any
other person other than this Announcement; nor has it requested any
of Davy, 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;
5. acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of the United
States, Australia, Canada, Japan or South Africa or any other
Prohibited Jurisdiction and, subject to certain exceptions, may not
be offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, in or into such Prohibited
Jurisdictions;
6. represents and warrants that it is not within Australia,
Canada, South Africa, Japan or any other jurisdiction in which it
is unlawful to make or accept an offer to acquire the Placing
Shares;
7. represents and warrants that it and any account for which it
exercises sole investment discretion are or, at the time of the
Placing Shares are acquired, will be (a) not in the United States
and not acting for the account or benefit of a "US person" (as
defined in Regulation S) and is acquiring the Placing Shares in an
"offshore transaction" as defined in Regulation S; or (b) a QIB and
has duly executed an investor representation letter in a form
provided to it and delivered the same to Davy or its
affiliates;
8. represents and warrants that it, and any account for which it
exercises sole investment discretion, are not acquiring the Placing
Shares as a result of any "directed selling efforts" (as defined in
Regulation S) or "general advertising" or "general solicitation"
(each within the meaning of Rule 502(c) under the Securities
Act);
9. if it is a QIB, represents and warrants that (a) in making
its investment decision, it has consulted its own independent
advisers or otherwise has satisfied itself concerning, without
limitation, the effects of United States federal, state and local
income tax laws and foreign tax laws generally and the U.S.
Employee Retirement Income Security Act of 1974, as amended
("ERISA"); (b) it has received all information (including the
business, financial condition, prospects, creditworthiness, status
and affairs of the Company, the Placing and the Placing Shares, as
well as the opportunity to ask questions) concerning the Company,
the Placing and the Placing Shares that it believes is necessary or
appropriate in order to make an investment decision in respect of
the Company and the Placing Shares; (c) it is aware and understands
that an investment in the Placing Shares involves a considerable
degree of risk and no U.S. federal or state or non-U.S. agency has
made any finding or determination as to the fairness for investment
or any recommendation or endorsement of the Placing Shares; and (d)
it is able to bear the economic risk of an investment in the
Placing Shares, is able to sustain a complete loss of the
investment in the Placing Shares and has no need for liquidity with
respect to its investment in the Placing;
10. acknowledges that it is acquiring the Placing Shares for
investment purposes and not with a view to any distribution or for
resale in connection with, the distribution thereof in whole or in
part, in the United States and that it has full power to make the
acknowledgements, representations and agreements herein on behalf
of each such account;
(MORE TO FOLLOW) Dow Jones Newswires
March 21, 2016 10:17 ET (14:17 GMT)
11. acknowledges that 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 U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other
United States regulatory authority, and agrees not to 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;
12. acknowledges that the Placing Shares offered and sold in the
United States are "restricted securities" within the meaning of
Rule 144(a)(3) under the Securities Act and, so long as the Placing
Shares are "restricted securities", it will not deposit the Placing
Shares into any unrestricted depositary receipt facility maintained
by any depositary bank in respect of the Ordinary Shares and
understands that the Placing Shares will not settle or trade
through the facilities of the Depository Trust Corporation, the
NYSE, NASDAQ or any other U.S. exchange or clearing system;
13. represents and warrants that it, and any account for which
it exercises sole discretion, will not reoffer, sell, pledge or
otherwise transfer the Placing Shares except (a) in an "offshore
transaction" as defined in and within the meaning of Regulation S
under the Securities Act; (b) pursuant to Rule 144 under the
Securities Act (if available); or (c) pursuant to an effective
registration statement under the Securities Act and that, in each
such case, such offer, sale, pledge, or transfer will be made in
accordance with any applicable securities laws of any state of the
United States;
14. represents and warrants that it is not a "benefit plan
investor" (within the meaning of ERISA), or other employee benefit
plan subject to any US federal, state, local or other law or
regulation that is substantially similar to the prohibited
transaction provisions of Section 406 of ERISA or Section 4975 of
the US Internal Revenue Code of 1986, as amended, and that it will
not sell or otherwise transfer any Placing Shares or any interest
therein unless the transferee makes or is deemed to make the
representations and warranties set forth in this paragraph 14, and
the purchaser acknowledges and agrees that any purported transfer
of Placing Shares or any interest therein that does not comply with
this paragraph 14 will not be effective and will not be recognised
by the Company;
15. acknowledges and agrees that the Placing Shares will, to the
extent they are delivered in certificated form, bear a legend to
the following effect unless agreed otherwise with the Company:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR UNDER ANY APPLICABLE SECURITIES
LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR
(C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES. THE SHARES MAY NOT BE DEPOSITED INTO ANY
RESTRICTED DEPOSITORY RECEIPT FACILTY IN RESPECT OF SHARES
ESTABLISHED OR MAINTAINED BY A DEPOSITORY BANK. EACH HOLDER, BY ITS
ACCEPTANCE OF THESE SECURITIES, REPRESENTS THAT IT UNDERSTANDS AND
AGREES TO THE FOREGOING RESTRICTIONS.";
16. acknowledge that the Placing Shares have not been nor will
be registered under the Securities Act or under the relevant
securities laws of any state of the United States or the relevant
securities laws of Canada, Japan, Australia, the Republic of South
Africa or Ireland;
17. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that neither
Davy, its respective Affiliates nor any person acting on their
behalf has or shall have any responsibility or liability 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, any
information previously published by or on behalf of the Company 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 Exchange
Information, 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 investigations, representations, warranties or statements
made by Davy or the Company and neither Davy 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;
18. acknowledges that it has not relied on any information
relating to the Company contained in any research reports prepared
by Davy, any of its respective Affiliates or any person acting on
Davy's or any of its respective Affiliates' behalf and understands
that (i) none of Davy, any of its respective Affiliates nor any
person acting on their behalf has or shall have any liability for
public information or any representation; (ii) none of Davy, any of
its respective Affiliates nor any person acting on their behalf has
or shall have any liability for any additional information that has
otherwise been made available to such Placee, whether at the date
of publication, the date of this Announcement or otherwise; and
that (iii) none of Davy, any of its respective Affiliates nor any
person acting on their behalf makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of
such information, whether at the date of publication, the date of
this Announcement or otherwise;
19. acknowledges that none of Davy nor any person acting on its
behalf nor any of their respective Affiliates has or shall have any
responsibility or liability for any Exchange Information, any
publicly available or filed information, or any representation
relating to the Company, provided that nothing in this paragraph
excludes the liability of any person for fraudulent
misrepresentation made by that person;
20. represents and warrants that 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 whose business either is or
includes issuing depositary receipts or the provision of clearance
services and therefore that the issue to the Placee, or the person
specified by the Placee for registration as holder, of the Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 and 96 of the Finance Act 1986 (depositary 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 system;
21. acknowledges that no action has been or will be taken by the
Company, Davy or any person acting on behalf of the Company or Davy
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;
22. represents and warrants that it is aware of and has complied
with its obligations in connection with money laundering and
terrorist financing under the Criminal Justice Act 1993, the
Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism
Act 2006 and the Money Laundering Regulations 2007 (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;
23. represents and warrants that it is:
(i) a Qualified Investor (as defined at section 86(7) of FSMA)
and/or an 'eligible counterparty' as defined in the COB Source
Book; or
(ii) an investment professional falling within Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 ("FPO") namely authorised firms under FSMA; persons who
are exempt in relation to promotions of shares in companies;
persons whose ordinary activities involve them investing in
companies; governments; local authorities or international
organisations; or a director, officer or employee acting for such
entities in relation to investment; and/or a high value entity
falling within Article 49(2) of the FPO, namely body corporates
with share capital or net assets of not less than GBP5 million
(except where the body corporate has more than 20 members in which
case the share capital or net assets should be not less than
GBP500,000); unincorporated associations or partnerships with net
assets of not less than GBP5 million; trustees of high value
trusts; or a director, officer or employee acting for such entities
in relation to the investment; or
(iii) a QIB or other "accredited investor" within the meaning of
Rule 501 of Regulation D under the Securities Act,
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March 21, 2016 10:17 ET (14:17 GMT)
or are otherwise lawfully entitled to receive documents in
connection with the Placing notwithstanding that none of the
documents produced in connection with the Placing shall have been
approved for the purposes of section 21 of FSMA;
24. represents and warrants that it will subscribe for any
Placing Shares for which it subscribes for its account or for one
or more accounts as to each of which it exercises sole investment
discretion and it has full power to make the acknowledgements,
representations and agreements herein on behalf of each such
account;
25. if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive (including any relevant
implementing measure in any member state), represents and warrants
that the Placing Shares subscribed for by it in the Placing will
not be subscribed for on a non-discretionary basis on behalf of,
nor will they be subscribed for with a view to their offer or
resale to, persons in a member state of the European Economic Area
which has implemented the Prospectus Directive other than to
Qualified Investors, or in circumstances in which the prior consent
of Davy has been given to the proposed offer or resale;
26. represents and warrants that it has not offered or sold and,
prior to the expiry of a period of 180 days from Admission, will
not offer or sell any Placing Shares to persons in the United
Kingdom, except to Qualified Investors or otherwise in
circumstances which have not resulted and which will not result in
an offer to the public in the United Kingdom within the meaning of
section 85(1) of FSMA or to persons in Ireland, except in
circumstances which have not resulted and will not result in an
offer to the public in Ireland within the meaning of Regulation 12
of the Prospectus (Directive 2003/71/EC) Regulations 2005 of
Ireland, as amended;
27. acknowledges that any offer of Placing Shares may only be
directed at persons in member states of the European Economic Area
who are Qualified Investors and represents and warrants that it has
not offered or sold and will not offer or sell any Placing Shares
to persons in the European Economic Area prior to Admission of the
Placing Shares, except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result
in an offer to the public in any member state of the European
Economic Area within the meaning of the Prospectus Directive
(including any relevant implementing measure in any member
state);
28. represents and warrants that 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;
29. represents and warrants that 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 and the European Communities (Markets
in Financial Instruments) Regulations 2007 of Ireland with respect
to anything done by it in relation to the Placing Shares in, from
or otherwise involving Ireland;
30. represents and warrants that (i) it and any person acting on
its behalf has capacity and authority and is otherwise entitled to
subscribe for and purchase the Placing Shares under the laws of all
relevant jurisdictions which apply to it; (ii) it has paid any
issue, transfer or other taxes due in connection with its
participation in any territory; (iii) it has not taken any action
which will or may result in the Company, Davy, any of their
respective Affiliates or any person acting on their behalf being in
breach of the legal and/or regulatory requirements of any territory
in connection with the Placing and (iv) that the subscription for
and purchase of the Placing Shares by it or any person acting on
its behalf will be in compliance with applicable laws and
regulations in the jurisdiction of its residence, the residence of
the Company, or otherwise;
31. undertakes that it and any person acting on its behalf will
make payment for the Placing Shares allocated to it in accordance
with this Announcement on the due time and date set out herein
against delivery of such Placing Shares to it, failing which the
relevant Placing Shares may be placed with other Placees or sold as
Davy may in its absolute discretion determine and it will remain
liable for any shortfall below the net proceeds of such sale and
the placing proceeds of such Placing Shares and may be required to
bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties due pursuant to the terms set out or referred
to in this Announcement) which may arise upon the sale of such
Placee's Placing Shares on its behalf;
32. acknowledges that 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;
33. acknowledges that none of Davy or any of its respective
Affiliates, nor any person acting on their behalf, is making any
recommendations to it or advising it regarding the suitability or
merits 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 Davy and that Davy has no
duties or responsibilities to any Placee for providing the
protections afforded to their respective clients or for providing
advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of the Davy's rights and obligations thereunder including any
rights to waive or vary any conditions or exercise any termination
right;
34. undertakes that (i) the person whom it specifies for
registration as holder of the Placing Shares will be (a) itself or
(b) its nominee, as the case may be; (ii) neither Davy nor the
Company will be responsible for any liability to stamp duty or
stamp duty reserve tax (together with interest and penalties)
resulting from a failure to observe this requirement and (iii) each
Placee and any person acting on behalf of such Placee agrees to
participate in the Placing on the basis that the Placing Shares
will be allotted to the CREST stock account of Davy who will hold
them as nominee on behalf of such Placee until settlement in
accordance with its standing settlement instructions with payment
for the Placing Shares being made simultaneously upon receipt of
the Placing Shares in the Placee's stock account on a delivery
versus payment basis;
35. acknowledges that the terms and conditions of this
Announcement and any agreements entered into by it pursuant to such
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 Davy 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;
36. acknowledges that Davy and the Company and their respective
Affiliates will rely upon the truth and accuracy of the
representations, warranties, agreements, undertakings and
acknowledgements set forth herein and which are irrevocable and it
irrevocably authorises Davy to produce this Announcement, pursuant
to, in connection with, or as may be required by any applicable law
or regulation, administrative or legal proceeding or official
inquiry with respect to the matters set forth herein;
37. agrees to indemnify on an after-tax basis and hold the
Company, Davy, any of their respective Affiliates and any person
acting on their behalf 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;
38. acknowledges that it irrevocably appoints any director of
Davy as its agent for the purposes of executing and delivering to
the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares agreed to be taken up by it under the Placing;
39. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the contract note 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;
(MORE TO FOLLOW) Dow Jones Newswires
March 21, 2016 10:17 ET (14:17 GMT)
40. in making any decision to subscribe for the Placing Shares,
confirms that (i) it has knowledge, sophistication and experience
in financial, business and international investment matters as is
required to evaluate the merits and risks of acquiring the Placing
Shares; (ii) it is experienced in investing in securities of this
nature in the Company's sector and is aware that it may be required
to bear, and is able to bear, the economic risk of, and is able to
sustain a complete loss in connection with, the Placing; (iii) it
has relied on its own examination and due diligence of the Company
and its Affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved; (iv) it has had sufficient
time to consider and conduct its own investigation with respect to
the offer and purchase of the Placing Shares, including the tax,
legal, currency and other economic considerations relevant to such
investment and (v) will not look to the Company, Davy, any of their
respective Affiliates or any person acting on their behalf for all
or part of any such loss or losses it or they may suffer;
41. acknowledges and agrees that Davy does not owe any fiduciary
or other duties to it or any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement;
42. understands and agrees that it may not rely on any
investigation that Davy or any person acting on its behalf may or
may not have conducted with respect to the Company and its
Affiliates or the Placing and Davy has not made any representation
to it, express or implied, with respect to the accuracy or adequacy
of publicly available information concerning the Company, the
merits of the Placing, the subscription for the Placing Shares, or
as to the condition, financial or otherwise, of the Company and its
Affiliates, or as to any other matter relating thereto, and nothing
herein shall be construed as a recommendation to it to subscribe
for the Placing Shares. It acknowledges and agrees that no
information has been prepared by, or is the responsibility of, Davy
for the purposes of this Placing;
43. accordingly it acknowledges and agrees that it will not hold
Davy or any of its respective Affiliates or any person acting on
its behalf responsible or liable for any misstatements in or
omission from any publicly available information relating to the
Company's group or information made available (whether in written
or oral form) relating to the Company's group (the "Information")
and that none of Davy or any person acting on behalf of Davy, makes
any representation or warranty, express or implied, as to the
truth, accuracy or completeness of such Information or accepts any
responsibility for any of such Information;
44. acknowledges that in connection with the Placing, Davy and
any of its respective Affiliates acting as an investor for its own
account may take up shares in the Company and in that capacity may
retain, purchase or sell for its own account such shares in the
Company and any securities of the Company or related investments
and may offer or sell such securities or other investments
otherwise than in connection with the Placing. Accordingly,
references in this Announcement to shares being issued, offered or
placed should be read as including any issue, offering or placement
of such shares in the Company to Davy and any Affiliate acting in
such capacity. Neither Davy nor any Affiliate intends to disclose
the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.
45. Acknowledges that the price of the Ordinary 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 such
shares. No statement in this Announcement is intended to be a
profit forecast or profit estimate and no statement in this
Announcement should be interpreted to mean that earnings per share
of the Company for current or future financial years would
necessarily match or exceed historical earnings per share of the
Company.
46. Persons (including, without limitation, nominees and
trustees) who have a contractual or other legal obligation to
forward a copy of this Announcement should seek appropriate advice
before taking any action.
47. The Placing Shares to be issued pursuant to the Placing will
not be admitted to trading on any stock exchange other than AIM and
the ESM. Neither the content of the Company's website nor any
website accessible by hyperlinks on the Company's website is
incorporated in, or forms part of, this Announcement.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of each of the Company and Davy (for their own benefit and,
where relevant, the benefit of their respective Affiliates and any
person acting on their behalf) and are irrevocable. The agreement
to settle a Placee's allocation (and/or the allocation 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. 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 whose business
either is or includes issuing depositary receipts or the provision
of clearance services. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax may be payable. In that event
the Placee agrees that it shall be responsible for such stamp duty
or stamp duty reserve tax, and neither the Company nor Davy shall
be responsible for such stamp duty or stamp duty reserve tax. If
this is the case, each Placee should seek its own advice and notify
Davy accordingly.
In addition, Placees should note that they will be liable for
any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other similar
impost, duties or taxes (including any interest, fines or penalties
relating thereto) payable outside the United Kingdom or Ireland by
them or any other person on the subscription by them of any Placing
Shares or the agreement by them to subscribe for any Placing
Shares.
When a Placee or person acting on behalf of the Placee is
dealing with Davy, any money held in an account with Davy on behalf
of the Placee and/or any person acting on behalf of the Placee will
not be treated as client money within the meaning of the rules and
regulations of the FCA made under FSMA. The Placee acknowledges
that the money will not be subject to the protections conferred by
the client money rules; as a consequence, this money will not be
segregated from Davy's money in accordance with the client money
rules and will be used by Davy in the course of their own business;
and the Placee will rank only as a general creditor of Davy.
All times and dates in this Announcement may be subject to
amendment. Davy shall notify the Placees and any person acting on
behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of Davy and the Company under the terms
and conditions of this Announcement are in addition to any rights
and remedies which would otherwise be available to each of them and
the exercise or partial exercise of one will not prevent the
exercise of others.
Each Placee may be asked to disclose in writing or orally to
Davy:
A. if he is an individual, his nationality; or
B. if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
DEFINITIONS
In this Announcement, the following expressions have the
following meanings unless the context otherwise requires or unless
otherwise provided:
"GBP", "pounds", "pence" and "sterling" the legal currency for the time being of the United
Kingdom;
"Act" or "Companies Act" the UK Companies Act 2006, as amended;
"Admission" admission of the Placing Shares to trading on AIM and
ESM, becoming effective in accordance
with the AIM Rules and the ESM Rules respectively;
"Affiliate" has the meaning given in Rule 501(b) of Regulation D
promulgated under the Securities Act
or Rule 405 under the Securities Act, as applicable;
"AIM" AIM, a market operated by the London Stock Exchange;
"AIM Rules for Companies" or "AIM Rules" the AIM Rules for Companies issued by the London Stock
Exchange;
"Announcement" means this Announcement (including the Appendix to this
Announcement);
"ARPDAU" means average revenue per daily active user;
"Board" all or any number of the Directors acting as the board of
directors;
"Bookbuild" means the bookbuilding process to be commenced by the
Davy, in which it has agreed to use
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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;
"Business Day" a day other than Saturday, Sunday or other day when banks
in the City of London, England are
not generally open for business;
"Circular" means the circular to Shareholders of the Company
containing notice of the EGM, which is expected
to be posted on or around 22 March 2016;
"certificated" or "in certificated form" not in uncertificated form;
"CREST" the system of paperless settlement of trades in listed
securities and holding of uncertificated
securities operated by Euroclear UK & Ireland in
accordance with the CREST Regulations;
"Davy" J&E Davy, trading as Davy including its affiliate Davy
Corporate Finance and other affiliates,
or any of its subsidiary undertakings;
"Directors" the directors of the Company, being Dermot S Smurfit,
Desmond Glass, David O'Reilly, Roger
Kendrick, Michael Smurfit Jr. and Seamus McGill;
"Enlarged Issued Share Capital" the Existing Ordinary Shares together with the Placing
Shares;
"ESM" the Enterprise Securities Market, a market regulated by
the Irish Stock Exchange;
"ESM Rules for Companies" or "ESM Rules" the ESM Rules for Companies issued by the Irish Stock
Exchange;
"EU" European Union;
"Euro" or "EUR" means the currency of the member states of the EU that
have adopted the single currency in
accordance with the Treaty establishing the European
Community (signed in Rome in 1957), as
amended;
"Euroclear" Euroclear UK & Ireland Limited at 33 Cannon Street,
London EC4M 5SB, the operator of CREST;
"Executive Directors" the executive directors of the Company being Dermot S
Smurfit and Desmond Glass;
"Existing Ordinary Shares" or "Existing Ordinary Share the 55,970,036 Ordinary Shares in issue at the date of
Capital" this document;
"Financial Conduct Authority" or "FCA" the UK Financial Conduct Authority;
"Form of Proxy" the form of proxy accompanying the Circular for use in
connection with the General Meeting;
"FSMA" the UK Financial Services and Markets Act 2000, as
amended;
"GameAccount Network", "GAN" or the "Company" GameAccount Network plc, incorporated and registered in
the United Kingdom with registered
number 03883658;
"General Meeting" the general meeting of the Company convened for 10.00
a.m. on 7 April 2016 (or any adjournment
thereof) at which the Resolutions will be proposed;
"Group" the Company and its subsidiaries;
"Ireland" the island of Ireland, and the word "Irish" shall be
construed accordingly;
"Irish Stock Exchange" Irish Stock Exchange plc;
"London Stock Exchange" London Stock Exchange plc;
"Member State" member state of the EU;
"Non--executive Directors" the non--executive directors of the Company;
"Notice of General Meeting" the notice of General Meeting which is to be set out in
the Circular;
"Ordinary Shares" ordinary shares of GBP0.01 each in the capital of the
Company;
"Placee" means any person (including individuals, funds or
otherwise) by whom or on whose behalf a
commitment to subscribe for Placing Shares has been
given;
"Placing" the allotment and issue of the Placing Shares by the
Company;
"Placing Agreement" the conditional agreement dated 21 March 2016 between the
Company and Davy;
"Placing Price" 28 pence per Placing Share;
"Placing Shares" the Ordinary Shares which the Company in proposing to
issue pursuant to the Placing;
"Prospectus Directive" Directive 2003/71/EC and includes any relevant
implementing measure in each relevant Member
State;
"Registrar" means Capita Asset Services, incorporated in England and
Wales (with registration number 2605568)
whose registered office is 40 Dukes Place, London, EC3A
7NH, United Kingdom;
"Regulation S" Regulation S of the Securities Act;
"Regulatory Information Service" one of the regulatory information services authorised by
the London Stock Exchange and the
Irish Stock Exchange to receive process and disseminate
regulatory information in respect
of AIM and ESM quoted companies;
"Resolutions" the ordinary and special resolutions to be passed by
Shareholders set out in the Notice of
General Meeting;
"Securities Act" the United States Securities Act of 1933, as amended;
"Shareholder(s)" a holder of Existing Ordinary Shares;
"Significant Shareholders" those Shareholders who hold over 3 per cent. of the
Existing Ordinary Share Capital;
"Sterling" or "GBP" means the lawful currency of the United Kindgom;
"Subsidiary" or "Subsidiaries" as defined in section 1159 of the Act;
"Terms and Conditions" means the terms and conditions of the Placing set out in
the Appendix of this Announcement;
"UK Listing Authority" the Financial Conduct Authority acting in its capacity as
the competent authority for the
purposes of Part VI of FSMA;
"uncertificated" or "in uncertificated form" recorded on the relevant register of the share or
(MORE TO FOLLOW) Dow Jones Newswires
March 21, 2016 10:17 ET (14:17 GMT)
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