TIDMSRT
RNS Number : 6631D
SRT Marine Systems PLC
23 June 2023
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED WITHIN IT (TOGETHER, THIS "ANNOUNCEMENT") IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES (INCLUDING ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE
DISTRICT OF COLUMBIA, COLLECTIVELY THE "UNITED STATES") OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE PROHIBITED BY LAW. PLEASE SEE THE IMPORTANT
NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU AS IT FORMS PART OF THE LAW
OF ENGLAND AND WALES BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN
RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.
FURTHER, THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE
TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN SRT MARINE SYSTEMS PLC OR ANY OTHER
ENTITY IN THE UNITED STATES OR ANY OTHER JURISDICTION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS
OF, OR BE RELIED UPON IN CONNECTION WITH, ANY INVESTMENT DECISION
IN RESPECT OF SRT MARINE SYSTEMS PLC.
For immediate release
23 June 2023
SRT Marine Systems plc
Proposed Fundraising to raise up to GBP3.95 million
Introduction
SRT Marine Systems plc (AIM: SRT), a global provider of
integrated maritime surveillance systems and digital navigation
safety transceivers ("SRT" or the "Company"), today announces a
proposed Fundraising of up to GBP3.95 million through the issue of
up to 7,900,000 New Ordinary Shares at 50 pence per New Ordinary
Share (the "Issue Price").
The Fundraising will include a placing of a minimum of 6,400,000
Placing Shares to institutional and other investors at the Issue
Price to raise a minimum of approximately GBP3.20 million (before
expenses) (the "Placing").
The Company also intends to carry out a separate Retail Offer of
up to 1,500,000 Retail Shares at the Issue Price on the Primary Bid
platform to raise up to a further GBP0.75 million (before
expenses), which is intended to provide Retail Investors in the
United Kingdom with an opportunity to participate in the Company's
fundraising plans. A separate announcement will be made by the
Company in due course containing details of how investors can
participate in the Retail Offer. For the avoidance of doubt, the
Retail Offer is not part of the Placing.
finnCap is acting as sole bookrunner and sole broker in
connection with the Placing. finnCap is also acting as Nominated
Adviser to the Company in connection with Admission.
Use of Proceeds
It is anticipated that the Fundraising will result in the
Company raising total gross proceeds of up to GBP3.95 million.
The Company intends to use the net proceeds of the Fundraising
to facilitate accelerated growth through provision of working
capital for the Company's systems and transceivers divisions.
Summary of the Fundraising:
-- The New Ordinary Shares will be issued on a non pre-emptive
basis utilising the Company's existing Shareholder authorities
which were granted at the 2022 AGM.
-- The Placing is expected to raise minimum gross proceeds of
approximately GBP3.20 million through the issue of 6,400,000
Placing Shares at the Issue Price.
-- The Retail Offer is expected to raise gross proceeds of up to
GBP0.75 million through the issue of up to 1,500,000 Retail Shares
at the Issue Price.
-- The Issue Price represents a discount of approximately 13.79
per cent. to the closing mid-market price of an Ordinary Share of
58 pence on 22 June 2023 (being the Latest Practicable Date).
-- The Placing Shares will be placed by finnCap with
institutional and other investors (the "Placees"). The Placing will
be conducted in accordance with, and will be subject to, the terms
and conditions set out in the Appendix to this Announcement through
an accelerated bookbuild process (the "Bookbuild") which will be
launched immediately following release of this Announcement. The
Appendix forms part of this Announcement.
-- Neither the Placing nor the Retail Offer is being underwritten.
-- The final number of Placing Shares to be issued will be
agreed by finnCap and the Company at the close of the Bookbuild,
and the result of the Placing will be announced as soon as
practicable thereafter. The timing for the close of the Bookbuild
and the allocation of the Placing Shares shall be determined
together by finnCap and the Company.
-- The New Ordinary Shares, assuming full take up of the Placing
and the Retail Offer, would represent approximately 4.35 per cent.
of the Existing Ordinary Shares and approximately 4.17 per cent. of
the Enlarged Share Capital.
-- Applications will be made to the London Stock Exchange for
the New Ordinary Shares to be admitted to trading on AIM on 30 June
2023 ("Admission").
-- The Company has today published its investor presentation on
its website which includes further details of the Company's market
and sales pipeline. Shareholders are invited to read the
presentation which can be viewed here:
https://srt-marine.com/reports-and-presentations/
Simon Tucker, CEO of SRT commented:
"In the last few years, SRT has transformed its prospects as
demonstrated by a 265% increase in revenues to GBP30 million last
year, a current forward contract order book of GBP160 million, and
a pipeline of new system contract prospects which has grown to
GBP1.4 billion from which we have also recently announced a further
award notification. This fund raise is timed to support this
acceleration of our business."
Enquiries:
SRT Marine Systems plc www.srt-marine.com
+44 (0) 20 7036 1400
simon.tucker@srt-marine.com
Simon Tucker (CEO) louise.coates@srt-marine.com
Louise Coates (Marketing Manager)
finnCap Ltd (Nominated Adviser & Broker)
Jonny Franklin-Adams / Teddy Whiley (Corporate Finance)
Tim Redfern / Charlotte Sutcliffe (ECM) +44 (0) 20 7220 0500
About SRT Marine Systems plc:
SRT is a global leader in maritime surveillance, environment
monitoring and navigation safety systems and technologies. Our
customers include national security and safety agencies such as
Coast Guards and national fishery agencies as well as individual
vessel owners. Our products and systems provide customers with
enhanced maritime domain awareness in order to solve problems that
include maritime and border security, illegal fishing, marine
environment protection and navigation safety.
IMPORTANT NOTICE
This Announcement has been issued by and is the sole
responsibility of the Company.
The information contained in this Announcement is not for
release, publication or distribution, nor may it be copied,
forwarded or transmitted, directly or indirectly, in whole or in
part, in, into or from the United States or any other jurisdiction
if to do so would constitute a violation of the relevant laws of
such jurisdiction. The distribution of this Announcement in any
other jurisdiction may be restricted by law and persons into whose
possession this Announcement comes should inform themselves about
and observe any such restrictions. Any failure to comply with such
restrictions may constitute a violation of the laws of the United
Sates or any other such jurisdiction.
This Announcement is an advertisement and does not constitute a
prospectus relating to the Company and does not constitute, or form
part of any offer or invitation to sell or issue or an invitation
to purchase investments of any description, or any solicitation of
any offer to buy, acquire or subscribe for shares in the capital of
the Company in any jurisdiction nor shall it, or any part of it, or
the fact of its distribution, form the basis of, or be relied on in
connection with or act as any inducement to enter into, any
contract therefor. This Announcement does not constitute a
recommendation regarding any securities.
The New Ordinary Shares have not been and will not be registered
under the United States Securities Act of 1933, as amended
("Securities Act") and may not be offered, sold, subscribed, taken
up, delivered to U.S. persons (as defined in Regulation S under the
Securities Act ("Regulation S")), or transferred, directly or
indirectly, in the United States absent registration under the
Securities Act or an available exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and the securities laws of any other jurisdiction of the United
States. No public offering of the shares referred to in this
Announcement is being made in the United States, United Kingdom,
Australia, Canada, New Zealand, Japan, Republic of South Africa or
elsewhere.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required to be published.
This Announcement is directed only at: (a) if in a member state
of the European Economic Area (the "EEA"), 'qualified investors' as
defined in Article 2(e) of Regulation (EU) 2017/1129, as amended
from time to time (the "EU Prospectus Regulation"); (b) if in the
United Kingdom, 'qualified investors' as defined in Article 2(e) of
the EU Prospectus Regulation as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 (the "UK
Prospectus Regulation") and who (i) have professional experience in
matters relating to investments who fall within Article 19(5)
(investment professionals) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 as amended (the "Order")
or (ii) are persons falling within Article 49(2)(a) to (d) (high
net worth companies, unincorporated associations, etc.) of the
Order, or (c) persons to whom it may otherwise be lawfully
communicated (all such persons in (a), (b) and (c) together being
referred to as "relevant persons").
This Announcement 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
relates is available only to relevant persons and will be engaged
in only with relevant persons. This Announcement does not itself
constitute an offer for the sale or subscription of any securities
in the Company.
This announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000 ("FSMA") by, a person authorised under FSMA.
This announcement is being distributed and communicated to persons
in the UK only in circumstances in which section 21(1) of FSMA does
not apply.
finnCap Ltd ("finnCap"), which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting as
Nominated Adviser, broker and sole bookrunner to the Company in
connection with the Placing and no one else and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of finnCap nor for providing advice
in relation to the Placing and/or any other matter referred to in
this Announcement. Apart from the responsibilities and liabilities,
if any, which may be imposed on finnCap by the FSMA or by the
regulatory regime established under it, and except in the event of
their committing fraud, neither finnCap nor any of its respective
affiliates accepts any responsibility whatsoever for the accuracy,
completeness or sufficiency of the information contained in this
Announcement or for any other statement made or purported to be
made by or on behalf of finnCap or any of its respective affiliates
in connection with the Company, the New Ordinary Shares or the
Placing. finnCap and each of its respective affiliates accordingly
disclaim all and any liability, whether arising in tort, contract
or otherwise (save as referred to above) in respect of any
statements or other information contained in this Announcement.
The distribution of this Announcement and the offering of the
New Ordinary Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company or finnCap that would
permit an offering of such shares or possession or distribution of
this Announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required by the Company and finnCap to
inform themselves about, and to observe, such restrictions.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "intend", "plan" "estimate", "expect" and words of
similar meaning, reflect the directors' beliefs and expectations
and involve a number of risks, uncertainties and assumptions that
could cause actual results and performance to differ materially
from any expected future results or performance expressed or
implied by the forward-looking statement. Statements contained in
this Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
Announcement is subject to change without notice and, except as
required by applicable law or regulation, neither the Company nor
finnCap nor their respective affiliates assume any responsibility
or obligation to update publicly or review any of the
forward-looking statements contained herein. You should not place
undue reliance on forward-looking statements, which speak only as
of the date of this Announcement.
No statement in this Announcement is or is intended to be a
profit forecast or profit estimate or to imply that the earnings of
the Company for the current or future financial years will
necessarily match or exceed the historical or published earnings of
the Company. The price of shares and the income from them may go
down as well as up and investors may not get back the full amount
invested on disposal of the shares.
The New Ordinary Shares to be issued pursuant to the Fundraising
will not be admitted to trading on any stock exchange other than
the AIM market of the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Fundraising.
Any investment decision to acquire New Ordinary Shares in the
Fundraising must be made solely on the basis of publicly available
information, which has not been independently verified by finnCap.
Each investor or prospective investor should conduct his, her or
its own investigation, analysis and evaluation of the business and
data described in this Announcement. The price and value of
securities can go down as well as up. Past performance is not a
guide to future performance. The contents of this Announcement are
not to be construed as legal, business, financial or tax advice.
Each investor or prospective investor should consult his, her or
its own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as it forms part of the law of England and
Wales by virtue of the European Union (Withdrawal) Act 2018 and as
amended by or under domestic law ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II, as it forms part of the law of England and Wales by
virtue of the European Union (Withdrawal) Act 2018 and as amended
by or under domestic law; and (c) local implementing measures,
including but not limited to the product governance requirements
contained within the FCA Handbook (together, the "MiFID II Product
Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that such securities are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and 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 (as defined within the MiFID II Product Governance
Requirements) should note that: the price of the securities may
decline and investors could lose all or part of their investment;
the securities offer no guaranteed income and no capital
protection; and an investment in the securities is compatible only
with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, finnCap will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the securities.
Each distributor is responsible for undertaking its own target
market assessment in respect of the securities and determining
appropriate distribution channels.
Additional information
on
the Fundraising
1. Introduction
The Company is proposing to raise approximately GBP3.95 million
(before expenses) by way of the Placing and the Retail Offer by
issuing up to (in aggregate) 7,900,000 New Ordinary Shares at the
Issue Price.
The Issue Price represents a discount of approximately 13.79 per
cent. to the closing mid-market price of an Ordinary Share of 58
pence on 22 June 2023 (being the Latest Practicable Date).
The Fundraising will comprise a minimum of 6,400,000 Placing
Shares and up to 1,500,000 Retail Shares which will be issued on a
non pre-emptive basis utilising the Company's existing shareholder
authorities which were granted at the 2022 AGM and will be
conditional upon, amongst other things, Admission becoming
effective.
Further details about the background to and reasons for the
Fundraising are set out below. Further details of the Terms and
Conditions of the Placing are set out in the Appendix to this
Announcement.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
2. Background to and Reasons for the Placing
As noted in the Company's half yearly report for the six months
ended 30 September 2022 and its trading update in March 2023, both
of the Company's business divisions, being systems and
transceivers, have been performing well with significant year on
year revenue increases. We anticipate that the Company will
continue to grow strongly driven by existing contracts and the
fundamental long-term demand drivers for maritime awareness.
The Company expects most customers to be a source of long-term
business for the future through multiple follow-on contracts. This
revenue model can be seen in practice in the Company's systems
business, which provides integrated maritime surveillance and
monitoring systems for coast guards and fisheries and has a
contract structure which sees for revenue delivery to typically be
realised over a 2-3 year implementation period. This is initiated
through a keystone contract, which establishes the fundamental
operating system upon which the rest of the system integrates. The
next step is then for the customer to use the product and to
naturally acquire new systems capacity. In practice, as the
customer uses the new system they will then typically need to add
additional users, sensor systems or data to enhance and to maximise
the effectiveness of the solution.
The systems business has recently been focused on the delivery
of two major projects, one in the Philippines with the National
Fisheries Ministry (BFAR) and one in the Middle East with a
National Coast Guard. As evidenced on 18 May 2023 in the Company's
announcement of its $180.0 million contract to supply an integrated
maritime surveillance and intelligence system to a national Coast
Guard, tangible progress is being made in converting the Company's
existing pipeline of transactions through to execution, and into
revenue, as forecasted. These significant new system contracts have
initial working capital requirements during the first few months to
fund equipment purchases prior to first deliveries and subsequent
receipt of customer payments. With this in mind, alongside other
sources of finance such as bank and supplier project credit, one of
the major uses of funds from this Fundraising is for the working
capital to support the initial stages of these major contracts
noted above.
In addition to the Company's systems business, the Directors
also believe there are significant opportunities for growth in the
transceivers business. This division is particularly robust and
delivered c.60% year on year revenue growth in FY23. This growth
has been driven by the expansion of the Company's dealer base, the
general market and an increase in pricing. The anticipated launch
of the Company's recently developed marine communications product
NEXUS in late FY24 is expected to create a new and potentially
significant repeatable revenue expansion from FY25 onwards. The
Company is also actively expanding into North America, supported by
the recently announced new distributor, CWR, a major East-Coast
wholesale distributor (announced on 3 April 2023).
Each new system project signed by the Company requires initial
purchases of equipment, and thus working capital, in order to
commence deliveries to customers and commence receipts of payments.
This is typically 5% of the contract value for a period of 3 to 6
months depending on the specific project whereupon the projects
become cash positive. The Company has two primary routes to cover
this specific short term project financing requirement, which
includes its secured loan note programme, arranged and managed by
LGB Capital Markets, under which it has recently agreed an increase
in capacity to provide an additional GBP20 million of headroom, and
the UKEF supported General Export Facility which provides
guarantees to help UK exporters bridge short term trade finance
requirements.
Current Trading and Operational Update
SRT has been notified by an existing coastguard customer that it
is proceeding with the next phase of its development of its
maritime surveillance system. The Company has been informed that
the contract is now being processed by the government's procurement
system and is expected to be entered into within the next few
months. The value of the upgrade to the existing SRT system is
expected to be in the region of $10.0 million and will be
implemented in the 12 months following the contract signing. The
revenue from this contract was previously expected to be recognised
in FY25, but depending on when certain milestones are met, some of
this revenue may now be recognised earlier than expected in FY24.
On top of this, the customer has also indicated that they will buy
up to a further $10.0 million transceivers from the Company over
the next five years.
Within the Company's validated pipeline of new system contract
prospects there are now 4 sizeable projects with a total worth of
approximately GBP360 million which are considered to be at a mature
stage of the sales cycle, including GBP260 million follow on
projects from existing customers. The Company continues to actively
engage with these customers and is optimistic that these will start
to fall under contract in the coming months. Whilst SRT is
confident, there are certain statutory procurement processes each
customer must follow and as is the nature of government procurement
processes, the timescale is not guaranteed.
The Company is optimistic in its ability to retain customers
once they have committed to using an SRT solution, and that each
customer has the potential for repeat and recurring revenues from
the sale of hardware, software, data and services. For example,
SRT's systems business is built on internally developed SRT-MDA
System product which is a sophisticated fusion of hardware and
software that enables a fully integrated high performance
surveillance system. At the heart of the system is the Company's
GeoVS suite of software, that provides users with a multitude of
sophisticated maritime surveillance and monitoring
functionality.
3. Use of Proceeds
The proceeds of up to GBP3.95 million raised via the Placing and
Retail Offer is expected to fund working capital requirements
within the business alongside other sources of capital available to
the Company to enable the growth of both the systems and
transceivers businesses.
4. Details of the Fundraising
Placing
The Company proposes to raise, in aggregate, approximately
GBP3.20 million (before expenses) through the Placing.
The Placing Shares will, when issued, be credited as fully paid
and rank pari passu with the Existing Ordinary Shares, including
the right to receive all future dividends and distributions
declared, made or paid after the date of issue. The Placing is not
being underwritten.
The Placing is conditional, inter alia, upon:
i. the Placing Agreement becoming unconditional in all respects
(save for Admission) and not having been terminated in accordance
with its terms prior to Admission; and
ii. Admission becoming effective by not later than 8.00 a.m. on
30 June 2023 or such later date (being not later than 8.00 a.m. on
30 July 2023) as the Company and finnCap may agree.
It is expected that, subject to these conditions, the Placing
Shares will be admitted to trading on AIM on 30 June 2023.
Placing Agreement
Pursuant to the terms of the Placing Agreement, finnCap, as
agent for the Company, has agreed to use its reasonable endeavours
to procure placees for the Placing Shares at the Issue Price by way
of the Bookbuild. Placees will apply to subscribe for the Placing
Shares allocated pursuant to the Placing on the basis of the Terms
and Conditions of the Placing set out in the Appendix to this
Announcement. Persons who have chosen to participate in the
Placing, by making an oral, electronic or written offer to acquire
Placing Shares, will be deemed to have read and understood this
Announcement in its entirety (including the Appendix) and to be
making such offer on the terms and subject to the conditions
herein, and to be providing the representations, warranties,
agreements, acknowledgments and undertakings contained in the
Appendix.
The Placing Agreement contains warranties from the Company in
favour of finnCap in relation to, inter alia, the accuracy of the
information contained in the documents relating to the Placing and
certain other matters relating to the Company and its business. In
addition, the Company has agreed to indemnify finnCap in relation
to certain liabilities that it may incur in respect of the
Placing.
finnCap may terminate the Placing Agreement in certain
circumstances (including for breach of warranty at any time prior
to Admission, if such breach is reasonably considered by finnCap to
be material in the context of the Placing) and in the event of a
force majeure event or material adverse change occurring at any
time prior to Admission.
finnCap will commence the Bookbuild immediately following
publication of this Announcement. The number of Placing Shares to
be issued will be determined at the close of the Bookbuild. The
timing of the closing of the Bookbuild and allocations are at the
absolute discretion of finnCap and the Company. Details of the
number of Placing Shares will be announced as soon as practicable
after the close of the Bookbuild. The Placing is not being
underwritten nor is any part of the Placing subject to clawback
from the Retail Offer.
The Placing Shares, in aggregate, represent approximately 3.53
per cent. of the Existing Ordinary Shares.
Retail Offer
In addition, the Company intends to use the PrimaryBid platform
to conduct an offer for subscription of up to 1,500,000 Retail
Shares, on the terms to be set out in a separate announcement to be
made following the issue of this Announcement. The Retail Offer may
not be fully subscribed.
5. Admission
An application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM.
It is expected that Admission will take place on or before 8.00
a.m. on 30 June 2023 and that dealings in the New Ordinary Shares
on AIM will commence at the same time.
The New Ordinary Shares, when issued, will be credited as fully
paid and will rank pari passu in all respects with the Existing
Ordinary Shares at the time of issue, including the right to
receive all dividends and other distributions declared, made or
paid in respect of such New Ordinary Shares after the date of
issue. If all of the New Ordinary Shares are issued, it will
represent an increase of approximately 4.35 per cent. of the
Existing Ordinary Shares as at the date of this Announcement, and
approximately 4.17 per cent. of the Enlarged Share Capital.
6. Director participation
Simon Tucker, a Director, has indicated his intention to invest
GBP0.05 million in aggregate for up to 100,000 New Ordinary Shares.
Their confirmed participation in the Fundraising will be announced
following the closing of the Bookbuild.
7. Related Party Transaction
Director Position Current Number of Current % Holding Participation in Resultant holding %
Ordinary Shares the Placing *
Chief Executive
Simon Tucker Officer 2,974,766 1.64% 100,000 1.62%
-------------------- ------------------- ----------------- ------------------- --------------------
*Assuming full take up in the Retail Offer
Simon Tucker is a related party of the Company for the purposes
of the AIM Rules by virtue of his status as a Director. The
Directors (other than Simon Tucker), being the independent
Directors for this purpose, consider, having consulted with the
Company's Nominated Adviser, finnCap, that the terms of Simon
Tucker's participation in the Placing is fair and reasonable
insofar as Shareholders are concerned.
8. Effect of the Fundraising
Following Admission and assuming full take up of the Placing and
the Retail Offer, the Enlarged Share Capital is expected to be
189,424,939 Ordinary Shares. On that basis, the New Ordinary Shares
will represent approximately 4.17 per cent. of the Enlarged Share
Capital.
Following the issue of the New Ordinary Shares pursuant to the
Placing (assuming full take up of the Placing and the Retail
Offer), Shareholders who do not subscribe for any New Ordinary
Shares pursuant to the Fundraising will suffer a dilution of
approximately 4.35 per cent. to their interest in the Company.
9. Expected Timetable of Principal Events
2023
Announce Launch of the Placing 23 June
-------------------
Announce Launch of the Retail Offer 23 June
-------------------
Announce Close of the Placing 23 June
-------------------
Announce Close of Retail Offer 26 June
-------------------
Commencement of dealings in the New Ordinary Shares 08:00 a.m.
on AIM 30 June
-------------------
New Ordinary Shares in uncertificated form expected 30 June
to be credited to accounts in CREST (uncertificated
holders only)
-------------------
Expected date of despatch of definitive share certificates Within 10
for the New Ordinary Shares in certificated form business
(certificated holders only) days of Admission
-------------------
Other relevant dates
-------------------
Preliminary Results Announcement 27 July
-------------------
Annual Report expected to be posted to Shareholders 18 August
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Notes:
1. Each of the times and dates in the above timetable is subject
to change at the absolute discretion of the Company (with the
agreement of finnCap). If any of the above times and/or dates
change, the revised times and/or dates will be notified to
Shareholders by way of an announcement through a Regulatory
Information Service.
2. References to time in this document are to London time.
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"2022 AGM" the last annual general meeting of
the Company held on 21 September
2022
"Admission" the admission to trading on AIM of
the Placing Shares and Retail Shares
becoming effective in accordance
with Rule 6 of the AIM Rules and
references to Admission becoming
"effective" shall be construed accordingly
"AIM" the market of that name operated
by London Stock Exchange
"AIM Rules " the AIM Rules for Companies, published
by London Stock Exchange
"Bookbuild" the accelerated bookbuilding process
which will be launched immediately
following release of this Announcement
"certificated" or "in the description of an Ordinary Share
certificated form" or other security which is not in
uncertificated form (that is in CREST)
"Company" or "SRT" SRT Marine Systems PLC
"CREST" the relevant system (as defined in
the CREST Regulations) in respect
of which Euroclear is the Operator
(as defined in the CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755)
"Directors" or "Board" the board of directors of the Company
from time to time
"Enlarged Share Capital the issued share capital of the Company
" immediately following Admission,
comprising the Existing Ordinary
Shares and the New Ordinary Shares
"EU Prospectus Regulation" Regulation (EU) 2017/1129 on the
prospectus to be published when securities
are offered to the pubic or admitted
to trading on a regulated market
"Euroclear" Euroclear UK & International Limited,
the operator of CREST
" Existing Or dinary Shares the 181,524,939 existing ordinary
" shares of 0.1 pence each in issue
at the date of this Announcement,
all of which are admitted to trading
on AIM and being the entire issued
ordinary share capital of the Company
prior to the Fundraising
"FCA" the Financial Conduct Authority
"finnCap" finnCap Ltd
"FSMA" the Financial Services and Markets
Act 2000
"Fundraising " together the Placing and the Retail
Offer
"Issue Price" 50 p ence per New Ordinary Share
"Latest Practicable Date" 22 June 2023, being the latest practicable
date prior to the date of this Announcement
"London Stock Exchange L ondon Stock Exchange plc
"
"Long Stop Date" 30 July 2023
"New Ordinary Shares" the new Ordinary Shares to be issued
pursuant to the Placing and the Retail
Offer
"Ordinary Shares" o r d inary shares of 0.1 pence each
in the capital of the Company
"Placees" persons procured by finnCap to subscribe
for the Placing Shares in accordance
with the provisions of the Placing
Agreement, each a "Placee"
"Placing" the proposed conditional placing
of the Placing Shares by finnCap,
on behalf of the Company, at the
Issue Price on the terms of the Placing
Agreement
"Placing Agr eement " the agreement dated 23 June 2023
entered into by the Company and finnCap
in connection with the Placing
"Placing Shares " the minimum of 6,400,000 New Ordinary
Shares which are to be conditionally
placed for cash with Placees pursuant
to the Placing, as established by
the Bookbuild, in accordance with
the terms of the Placing Agreement
"Regulatory Information a service appr oved by the FCA for
Service " the distribution to the public of
regulatory announcements and included
within the list maintained on the
FCA ' s website
"Registrar" Computershare Investor Services PLC
"Retail Investors" eligible investors in the Retail
Offer
"Retail Offer" the offer of Retail Shares to be
made to Retail Investors via the
Primary Bid platform, the terms of
which are contained in a separate
announcement to be released on or
around the date of this Announcement
"Retail Shares" up to 1,500,000 New Ordinary Shares
to be issued pursuant to the Retail
Offer subject to, amongst other things,
Admission
"Shareholders" holders of Ordinary Shares from time
to time, each individually a "Shareholder"
"UK" the United Kingdom of Great Britain
and Northern Ireland
"UK MAR" Regulation (EU) No. 596/2014 of the
European Parliament and of the Council
of 16 April 2014 on market abuse
as it forms part of UK domestic law
by virtue of the European Union (Withdrawal)
Act 2018
"UK Prospectus Regulation" the Prospectus Regulation as it forms
part of UK domestic law by virtue
of the European Union (Withdrawal)
Act 2018
"US" or "United States the United States of America, its
" territories and possessions, any
State of the United States, and the
District of Columbia
"uncertificated" or " an Ordinary Share recor ded on a
in uncertificated form" company ' s share register as being
held in uncertificated form in CREST
and title to which, by virtue of
the CREST Regulations, may be transferred
by means of CREST
"GBP", "pounds sterling", references to the lawful currency
"pence" or "p" of the United Kingdom
PLACING STATISTICS
Issue Price 50 pence
Number of Ordinary Shares in issue on the
date of this Announcement 181,524,939
Number of Placing Shares A minimum of 6,400,000
Number of Retail Shares Up to 1,500,000
Enlarged Issued Share Capital * Up to 189,424,939
New Ordinary Shares as a percentage of the 4.35 per cent.
Existing Ordinary Shares *
Gross proceeds of the Placing A minimum of GBP3.20
million
Gross proceeds of the Retail Offer* Up to GBP0.75 million
*Assuming take-up in full of the Placing and Retail Offer
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS " ANNOUNCEMENT " ) (WHICH
IS FOR INFORMATION PURPOSES ONLY) IS DIRECTED ONLY AT: (A) IF IN A
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE " EEA " ),
'QUALIFIED INVESTORS' AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU)
2017/1129, AS AMED FROM TIME TO TIME (THE " EU PROSPECTUS
REGULATION " ); (B) IF IN THE UNITED KINGDOM, 'QUALIFIED INVESTORS'
AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION AS IT
FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (THE " UK PROSPECTUS REGULATION " ) AND WHO
(I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS
WHO FALL WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 AS AMED (THE " ORDER " ) OR (II) ARE PERSONS FALLING WITHIN
ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER, OR (C) PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A), (B)
AND (C) TOGETHER BEING REFERRED TO AS " RELEVANT PERSONS " ).
THIS ANNOUNCEMENT 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
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES
IN SRT MARINE SYSTEMS PLC (THE "COMPANY").
The Placing Shares have not been and will not be registered
under the United States Securities Act of 1933, as amended (the "
Securities Act " ) and may not be offered, sold, subscribed, taken
up or delivered to U.S. persons (as defined under Regulation S), or
transferred, directly or indirectly, in the United States absent
registration under the Securities Act or an available exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and the securities laws of any
other jurisdiction of the United States. The Placing Shares are
being offered and sold only outside the United States in "Offshore
Transactions" within the meaning of, and in accordance with,
Regulation S under the Securities Act and otherwise in accordance
with applicable laws. No public offering of the shares referred to
herein is being made in the United States, United Kingdom,
Australia, Canada, New Zealand, Japan, Republic of South Africa or
elsewhere.
This Announcement (including this 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 or from the United States, Australia, Canada, Japan, New
Zealand, South Africa or any other jurisdiction in which such
release, publication or distribution would be unlawful.
Each Placee should consult with its own advisors as to legal,
tax, business and related aspects of a subscription for Placing
Shares.
The distribution of this Announcement and/or the Placing and/or
the issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, finnCap
or any of their respective affiliates, agents directors, officers
or employees that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and finnCap to inform themselves about and to observe any
such restrictions.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Australia, Canada,
Japan, New Zealand or South Africa or any other jurisdiction in
which the same would be unlawful. No public offering of the Placing
Shares is being made in any such jurisdiction.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Regulation (EU)
2017/1129) ("Prospectus Regulation") and the Prospectus Regulation
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 (the "UK Prospectus Regulation") to be
published. Persons needing advice should consult an independent
financial adviser.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments
Commission, the Japanese Ministry of Finance or the Financial
Markets Authority in New Zealand; the relevant clearances have not
been, and will not be, obtained for the South Africa Reserve Bank
or any other applicable body in South Africa in relation to the
Placing Shares and the Placing Shares have not been, nor will they
be registered under or offered in compliance with the securities
laws of any state, province or territory of Australia, Canada,
Japan, New Zealand or South Africa. Accordingly, the Placing Shares
may not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Japan, New Zealand or
South Africa or any other jurisdiction outside the United
Kingdom.
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.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
'Important Notices' section of this Announcement.
By participating in the Bookbuild and/or the Placing, each
Placee will be deemed to have read and understood this Announcement
in its entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(a) it is a 'Qualified Investor' within the meaning of Article
2(e) of the UK Prospectus Regulation;
(b) if it is not a 'Qualified Investor' within the meaning of
Article 2(e) of the UK Prospectus Regulation, its participation in
the Placing has been specifically agreed with finnCap in
writing;
(c) 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:-
(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 the United Kingdom other
than 'Qualified Investors' (within the meaning of Article 2(e) of
the UK Prospectus Regulation) or in circumstances in which the
prior consent of finnCap have been given to the offer or
resale;
(ii) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than 'Qualified Investors'
(within the meaning of Article 2(e) of the UK Prospectus
Regulation), the offer of those Placing Shares to it is not treated
under the UK Prospectus Regulation as having been made to such
persons;
3. in the case of a Relevant Person in a member state of the EEA
(each, a " Relevant Member State " ) who acquires any Placing
Shares pursuant to the Placing:
(a) it is a 'Qualified Investor' within the meaning of Article
2(e) of the EU Prospectus Regulation;
(b) if it is not a 'Qualified Investor' within the meaning of
Article 2(e) of the EU Prospectus Regulation, its participation in
the Placing has been specifically agreed with finnCap in
writing;
(c) 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 EU 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 Relevant Member State
other than 'Qualified Investors' (within the meaning of Article
2(e) of the EU Prospectus Regulation) or in circumstances in which
the prior consent of finnCap have been given to the offer or
resale;
(ii) where Placing Shares have been acquired by it on behalf of
persons in any Relevant Member State other than 'Qualified
Investors' (within the meaning of Article 2(e) of the EU Prospectus
Regulation), the offer of those Placing Shares to it is not treated
under the EU Prospectus Regulation as having been made to such
persons;
4. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it has authority to exercise, and is exercising, sole investment
discretion and has the authority to make and does make the
representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement;
5. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix;
6. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any person on whose account it is acting, as referred to in
paragraph 4 above) is located outside the United States and is
acquiring the Placing Shares in an 'offshore transaction' as
defined in, and in accordance with, Regulation S under the
Securities Act; and
7. it has not offered, sold or delivered and will not offer to
sell or deliver any of the Placing Shares to persons within the
United States or to U.S. persons, directly or indirectly; neither
it, its affiliates, nor any persons acting on its behalf, have
engaged or will engage in any directed selling efforts (as defined
in Rule 902(c) of Regulation S) with respect to the Placing
Shares.
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the
Placing or the Placing Shares and Placees' commitments will be made
solely on the basis of their own assessment of the Company, the
Placing Shares and the Placing based on the information contained
in this Announcement and any other information publicly announced
through a Regulatory Information Service by or on behalf of the
Company on or prior to the date of this Announcement (the "
Publicly Available Information " ) and subject to any further terms
set forth in the contract note to be sent to individual
Placees.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement (including this Appendix) is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any information (other than the
Publicly Available Information), representation, warranty or
statement made by or on behalf of finnCap or the Company or any
other person and none of finnCap, the Company or any other person
acting on such person's behalf nor any of their respective
affiliates has or shall have any responsibility or liability for
any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. No Placee
should consider any information in this Announcement or the
Publicly Available Information to be legal, tax or business advice.
Each Placee should consult its own attorney, tax advisor and
business advisor for legal, tax and business advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
finnCap has today entered into a placing agreement (the "Placing
Agreement") with the Company under which, on the terms and subject
to the conditions set out in the Placing Agreement, finnCap, as
agent for and on behalf of the Company, has agreed to use its
reasonable endeavours to procure placees for a minimum of 6,400,000
new Ordinary Shares (the " Placing Shares " ).
The final number of Placing Shares and the Issue Price will be
determined following completion of an accelerated bookbuild process
(the "Bookbuild") as set out in this Announcement.
The Placing Shares will, when issued, be subject to the articles
of association of the Company and will be credited as fully paid
and will rank pari passu in all respects with the issued ordinary
shares of 0.1 pence each in the capital of the Company, 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.
Applications for Admission to AIM
An application will be made to London Stock Exchange plc (the "
London Stock Exchange " ) for the admission of the Placing Shares
to trading on AIM ( " Admission " ).
It is expected that Admission will occur at 8.00 a.m. on 30 June
2023 (or such later time and/or date as finnCap may agree with the
Company, being no later than 8.00 a.m. on the Long Stop Date) and
that dealings in the Placing Shares on AIM will commence at that
time.
Bookbuild
finnCap will today commence the Bookbuild to determine demand
for Placing Shares by Placees. This Announcement 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.
finnCap shall be entitled to effect the Placing by such
alternative method to the Bookbuild as it may, in its absolute
discretion following consultation with the Company, determine.
Participation in, and principal terms of, the Placing
1. finnCap is arranging the Placing as broker and placing agent
of the Company. Participation in the Placing will only be available
to persons who may lawfully be, and are, invited to participate by
finnCap. finnCap may itself agree to be a Placee in respect of all
or some of the Placing Shares or may nominate any member of its
group to do so.
2. The number of Placing Shares will be agreed by finnCap (in
consultation with the Company) following completion of the
Bookbuild. The number of Placing Shares to be issued will be
announced on a Regulatory Information Service following the
completion of the Bookbuild.
3. To participate in the Bookbuild, prospective Placees should
communicate their bid orally by telephone or in writing to their
usual sales contact at finnCap. Each bid should state the number of
Placing Shares which the prospective Placee wishes to subscribe for
at the Issue Price. finnCap reserves the right not to accept bids
or to accept bids in part rather than in whole. The acceptance of
the bids will be at finnCap's absolute discretion, subject to
agreement with the Company. finnCap reserves the right to scale
back the number of Placing Shares to be subscribed by any Placee in
the event of an oversubscription under the Placing.
4. The Bookbuild is expected to close no later than 6.00 p.m.
today but may be closed earlier or later at the sole discretion of
finnCap. finnCap may, in agreement with the Company, accept bids
that are received after the Bookbuild has closed. The Company
reserves the right (upon the agreement of finnCap) to reduce the
number of Placing Shares to be issued pursuant to the Placing, in
its absolute discretion.
5. Allocations of the Placing Shares will be determined by
finnCap after consultation with the Company (the proposed
allocations having been supplied by finnCap to the Company in
advance of such consultation). Allocations in respect of the
Placing Shares will be confirmed orally to Placees by finnCap and a
contract note will be dispatched as soon as possible thereafter.
finnCap's oral confirmation to such Placee constitutes an
irrevocable legally binding commitment upon such person (who will
at that point become a Placee), in favour of finnCap (as agent for
the Company) and the Company, on the terms and subject to the
conditions set out in this Appendix and in accordance with the
Company's articles of association to subscribe for such number of
Placing Shares as are confirmed by finnCap and to pay in cleared
funds an amount equal to the product of the Issue Price and the
number of Placing Shares for which such Placee has agreed to
subscribe. Except with finnCap's consent, such commitment will not
be capable of variation or revocation after the time at which it is
submitted.
6. As set out above, each Placee's allocation and commitment
will be evidenced by a contract note issued to such Placee by
finnCap. The terms of this Appendix will be deemed incorporated in
that contract note.
7. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time on the basis explained below
under the heading 'Registration and Settlement'.
8. All obligations under the Bookbuild and/or the Placing will
be subject to fulfilment or (where applicable) waiver of the
conditions referred to below under the heading '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'.
9. 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.
10. To the fullest extent permissible by law and the applicable
rules of the FCA, none of finnCap, the Company, or any of their
respective affiliates, agents, directors, officers or employees
shall have any responsibility or liability to Placees (or to any
other person whether acting on behalf of a Placee or otherwise). In
particular, none of finnCap, the Company, or any of their
respective affiliates, agents, directors, officers or employees
shall have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) in respect of finnCap's
conduct of the Placing or of such alternative method of effecting
the Placing as finnCap and the Company may determine.
11. The Placing Shares will be issued subject to the terms and
conditions of this Announcement and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or finnCap's conduct of the
Placing.
12. All times and dates in this Announcement may be subject to
amendment. finnCap shall notify the Placees and any person acting
on behalf of the Placees of any changes.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional prior to Admission, and not having been terminated in
accordance with its terms prior to Admission. finnCap's obligations
under the Placing Agreement are conditional on customary conditions
including (amongst others) (the " Conditions " ) set out below.
1. the Company having complied, in the opinion of finnCap
(acting in good faith), with all of its obligations under the
Placing Agreement (to the extent that such obligations fall to be
performed before Admission and there having occurred no material
default or breach by the Company of its terms at any time
immediately prior to Admission);
2. in the opinion of finnCap (acting in good faith), each of the
warranties contained in the Placing Agreement being true and
accurate and not misleading on and as of the date of the Placing
Agreement and the date of Admission as though they had been given
and made on such dates by reference to the facts and circumstances
at the relevant time; and
3. Admission occurring no later than 8.00 a.m. on 30 June 2023
(or such later time and/or date, not being later than 8.00 a.m. on
the Long Stop Date, as finnCap may otherwise agree with the Company
provided that each of the parties shall perform its respective
obligations under the Placing Agreement until such time (if any)
when any of the conditions under the Placing Agreement becomes
incapable of being satisfied and has not been waived).
finnCap may, at its discretion and upon such terms as it thinks
fit, waive compliance by the Company with the whole or any part of
certain of the Company's obligations in relation to the conditions
in the Placing Agreement (and Admission) or extend the time or date
provided for fulfilment of certain such conditions in respect of
all or any part of the performance thereof. The conditions in the
Placing Agreement relating to (amongst other things) Admission
taking place may not be waived. Any such extension or waiver will
not affect Placees' commitments as set out in this
Announcement.
If: (i) any of the conditions are not fulfilled or (where
permitted) waived by finnCap by the relevant time or date specified
(or such later time or date as the Company and finnCap may agree);
or (ii) the Placing Agreement is terminated in the circumstances
specified below under 'Right to terminate under the Placing
Agreement', the Placing will not proceed 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 it or on its behalf (or any person on whose
behalf the Placee is acting) in respect thereof.
None of finnCap, the Company, or any of their respective
affiliates, agents, directors, officers or employees shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision 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 finnCap.
Right to terminate under the Placing Agreement
finnCap is entitled, at any time on or before Admission, to
terminate its obligations under the Placing Agreement in accordance
with its terms in certain circumstances, including, inter alia:
1. the Company fails to comply with its obligations under the
Placing Agreement or under the terms of the Placing which, in any
such case, finnCap (acting in good faith) considers to be material;
or
2. any of the warranties or undertakings contained in the
Placing Agreement is untrue or inaccurate by reference to the facts
or circumstances subsisting at the time or a matter has arisen that
might reasonably be expected to give rise to a claim under the
indemnity contained in the Placing Agreement, in each case in any
respect which finnCap (acting in good faith) considered to be
material; or
3. it comes to the notice of finnCap that any statement
contained in, amongst other things, this Announcement (including
this Appendix) was or has become untrue, incorrect or misleading in
any respect which finnCap (acting in good faith) considers to be
material or that any matter which finnCap (acting in good faith)
considers to be material has arisen which would if the Placing were
made at that time, constitute a material omission therefrom; or
4. the occurrence of certain force majeure events, the effect of
which is such as to make it, in the judgment of finnCap (acting in
good faith), impracticable or inadvisable to proceed with the
Placing in the manner contemplated in the Placing Agreement or
which may materially and adversely affect the success of the
Placing or dealings in the Placing Shares.
Upon termination, finnCap shall be released and discharged
(except for any liability arising before or in relation to such
termination) from its obligations under or pursuant to the Placing
Agreement, subject to certain exceptions. If finnCap terminates its
obligations under the Placing Agreement, then the Placing Agreement
shall cease and terminate and the Placing will not proceed.
By participating in the Placing, each Placee agrees that (i) the
exercise by finnCap of any right of termination or of any other
discretion under the Placing Agreement shall be within the absolute
discretion of finnCap and that it need not make any reference to,
or consult with, Placees and that it shall have no liability to
Placees whatsoever in connection with any such exercise or failure
to so exercise and (ii) its rights and obligations terminate only
in the circumstances described above under the heading 'Right to
terminate under the Placing Agreement' and the heading 'Conditions
of the Placing', and its participation will not be capable of
rescission or termination by it after oral confirmation by finnCap
of the allocation and commitments following the close of the
Bookbuild.
Lock-up Arrangements
The Company has undertaken to finnCap that, between the date of
the Placing Agreement and 2 months after Admission, it will not
offer, issue, sell or otherwise dispose of (or announce an
intention of doing so) any shares of the Company, or any securities
convertible into or exchangeable or carrying rights to acquire
other shares of the Company, whether settled in cash or otherwise,
without prior consent from finnCap (save for any issues pursuant to
any employee share or incentive scheme adopted by the Company prior
to the date of the Placing Agreement);
By participating in the Placing, Placees agree that the exercise
by finnCap of any power to grant consent to the undertaking by the
Company of a transaction which would otherwise be subject to the
lock-up provisions under the Placing Agreement shall be within the
absolute discretion of finnCap and that it need not make any
reference to, or consult with, Placees and that it shall have no
liability to Placees whatsoever in connection with any such
exercise of the power to grant consent.
Placing Procedure
Placees shall subscribe for the Placing Shares to be issued
pursuant to the Placing and any allocation of the Placing Shares to
be issued pursuant to the Placing, will be notified to them on or
around 23 June 2023 (or such other time and/or date as the Company
and finnCap may agree).
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00B0M8KM36) following Admission will take place within the system
administered by Euroclear UK & International Limited ( " CREST
" ), subject to certain exceptions. finnCap reserves the right to
require settlement for, and delivery of, the Placing Shares (or any
part thereof) to Placees by such other means that it may deem
necessary if delivery or settlement is not possible or practicable
within the CREST system or would not be consistent with the
regulatory requirements in the relevant Placee's jurisdiction.
Following the close of the Bookbuild, each Placee to be
allocated Placing Shares in the Placing will be sent a contract
note in accordance with the standing arrangements in place with
finnCap stating the number of Placing Shares allocated to them at
the Issue Price, the aggregate amount owed by such Placee to
finnCap and settlement instructions. Each Placee agrees that it
will do all things necessary to ensure that delivery and payment is
completed in accordance with the standing CREST or certificated
settlement instructions in respect of the Placing Shares that it
has in place with finnCap.
The Company will instruct the Registrar to deliver the Placing
Shares to a CREST account operated by finnCap as agent for the
Company and finnCap will enter its delivery instruction into the
CREST system. 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 anticipated that settlement in respect of the Placing
Shares will take place on 30 June 2023 on a delivery versus payment
basis.
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 the London
Interbank Offered Rate ( " LIBOR ") as determined by finnCap.
Each Placee is deemed to agree that, if it does not comply with
these obligations, finnCap may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for finnCap'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 will be
required to bear any stamp duty or stamp duty reserve tax or other
taxes or duties (together with any interest or penalties) imposed
in any jurisdiction 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 issued 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. If there are any circumstances in which any stamp
duty or stamp duty reserve tax or other similar taxes or duties
(including any interest and penalties relating thereto) is payable
in respect of the allocation, allotment, issue, sale, transfer or
delivery of the Placing Shares (or, for the avoidance of doubt, if
any stamp duty or stamp duty reserve tax is payable in connection
with any subsequent transfer of or agreement to transfer Placing
Shares), neither finnCap nor the Company shall be responsible for
payment thereof.
Representations, warranties, undertakings and
acknowledgements
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 finnCap (in its capacity as broker 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, the
following:
General
1. it has read and understood this Announcement in its entirety
and its subscription for Placing Shares is subject to and based
upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained herein and it has not relied on, and
will not rely on, any information given or any representations,
warranties or statements made at any time by any person in
connection with the Placing, the Company, the Placing Shares or
otherwise other than the information contained in this Announcement
(including this Appendix) and the Publicly Available
Information;
2. 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. Neither finnCap nor the Company will be responsible
for any liability to stamp duty or stamp duty reserve tax or other
similar taxes or duties imposed in any jurisdiction (including
interest and penalties relating thereto) ( " Indemnified Taxes " ).
Each Placee and any person acting on behalf of such Placee agrees
to indemnify the Company and finnCap on an after-tax basis in
respect of any Indemnified Taxes;
3. neither finnCap nor any of its affiliates, agents, directors,
officers and employees accept any responsibility for any acts or
omissions of the Company or any of the directors of the Company or
any other person (other than finnCap) in connection with the
Placing;
4. time is of the essence as regards its obligations under this Announcement;
5. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to finnCap;
6. the Placing Shares will be issued subject to the terms and
conditions of this Appendix and the articles of association of the
Company;
No distribution of Announcement
7. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing
(including electronic copies thereof) to any person and represents
that it has not redistributed, forwarded, transferred, duplicated,
or otherwise transmitted any such materials to any person;
No prospectus
8. no prospectus or other offering document is required under
the UK Prospectus Regulation or the EU Prospectus Regulation, nor
will one be prepared in connection with the Bookbuild, the Placing
or the Placing Shares and it has not received and will not receive
a prospectus or other offering document in connection with the
Bookbuild, the Placing or the Placing Shares;
Purchases by finnCap for its own account
9. in connection with the Placing, finnCap and any of its
affiliates acting as an investor for its own account may subscribe
for Placing Shares in the Company and in that capacity may retain,
purchase or sell for its own account such Placing 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 the Placing Shares being issued,
offered or placed should be read as including any issue, offering
or placement of such shares in the Company to finnCap or any of its
affiliates acting in such capacity;
10. finnCap and its affiliates may enter into financing
arrangements and swaps with investors in connection with which
finnCap and any of its affiliates may from time to time acquire,
hold or dispose of such securities of the Company, including the
Placing Shares;
11. finnCap does not intend to disclose the extent of any
investment or transactions referred to in paragraphs 9 and 10 above
otherwise than in accordance with any legal or regulatory
obligation to do so;
No fiduciary duty or client of finnCap
12. finnCap does not owe any fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement;
13. its participation in the Placing is on the basis that it is
not and will not be a client of finnCap in connection with its
participation in the Placing and that finnCap has no duties or
responsibilities to it for providing the protections afforded to
its respective clients or customers or for providing advice in
relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing
Agreement nor for the exercise or performance of any of its
respective rights and obligations thereunder including any rights
to waive or vary any conditions or exercise any termination
right;
No responsibility of finnCap for information
14. the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and neither finnCap nor its
respective affiliates agents, directors, officers or employees nor
any person acting on behalf of any of them is responsible for or
has or shall have any responsibility or liability for any
information, representation or statement contained in, or omission
from, this Announcement, the Publicly Available Information or
otherwise nor will they be liable for any Placee's decision to
participate in the Placing based on any information,
representation, warranty or statement contained in this
Announcement, the Publicly Available Information or otherwise,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by such
person;
Reliance on information regarding the Placing
15.
(a) the only information on which it is entitled to rely on and
on which such Placee has relied in committing itself to subscribe
for Placing Shares is contained in this Announcement, or any
Publicly Available Information (save that in the case of Publicly
Available Information, a Placee's right to rely on that information
is limited to the right that such Placee would have as a matter of
law in the absence of this paragraph 15(a)), such information being
all that such Placee deems necessary or appropriate and sufficient
to make an investment decision in respect of the Placing
Shares;
(b) it has neither received nor relied on any other information
given, or representations, warranties or statements, express or
implied, made, by finnCap or the Company nor any of their
respective affiliates, agents, directors, officers or employees
acting on behalf of any of them (including in any management
presentation delivered in respect of the Bookbuild) with respect to
the Company, the Placing or the Placing Shares or the accuracy,
completeness or adequacy of any information contained in this
Announcement, or the Publicly Available Information or
otherwise;
(c) neither finnCap, nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees or
any person acting on behalf of any of them has provided, nor will
provide, it with any material or information regarding the Placing
Shares or the Company or any other person other than the
information in this Announcement (including this Appendix) or the
Publicly Available Information; nor has it requested finnCap, the
Company, any of their respective affiliates or any person acting on
behalf of any of them to provide it with any such material or
information; and
(d) neither finnCap or the Company will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement,
provided that nothing in this paragraph 15 excludes the
liability of any person for fraudulent misrepresentation made by
that person;
Conducted own investigation and due diligence
16. it may not rely, and has not relied, on any investigation
that finnCap, any of its affiliates or any person acting on its
behalf, may have conducted with respect to the Placing Shares, the
terms of the Placing or the Company, and none of such persons has
made any representation, express or implied, with respect to the
Company, the Placing, the Placing Shares or the accuracy,
completeness or adequacy of the information in this Announcement,
the Publicly Available Information or any other information;
17. in making any decision to subscribe for Placing Shares it:-
(a) has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of
subscribing for the Placing Shares;
(b) will not look to finnCap for all or part of any such loss it may suffer;
(c) is experienced in investing in securities of this nature in
this sector and is aware that it may be required to bear, and is
able to bear, the economic risk of an investment in the Placing
Shares;
(d) is able to sustain a complete loss of an investment in the Placing Shares;
(e) has no need for liquidity with respect to its investment in the Placing Shares;
(f) has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the Placing Shares;
and
(g) has conducted its own due diligence, examination,
investigation and assessment of the Company, the Placing Shares and
the terms of the Placing and has satisfied itself that the
information resulting from such investigation is still current and
relied on that investigation for the purposes of its decision to
participate in the Placing;
18. The Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules for
Companies, which includes a description of the nature of the
Company's business and the Company's most recent balance sheet and
profit and loss account and that it is able to obtain or access
such information without undue difficulty, and is able to obtain
access to such information or comparable information concerning any
other publicly traded company, without undue difficulty;
Capacity and authority
19. it is subscribing for the Placing Shares for its own account
or for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make
the acknowledgements, representations and agreements contained in
this Announcement;
20. it is acting as principal only in respect of the Placing or,
if it is acting for any other person, it is:
(a) duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of
each such person; and
(b) and will remain liable to the Company and/or finnCap for the
performance of all its obligations as a Placee in respect of the
Placing (regardless of the fact that it is acting for another
person);
21. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws and regulations of
all relevant jurisdictions that apply to it and that it has fully
observed such laws and regulations, has capacity and authority and
is entitled to enter into and perform its obligations as a
subscriber of Placing Shares and will honour such obligations, and
has obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it
to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf it is acting, all necessary
consents and authorities to agree to the terms set out or referred
to in this Announcement) and will honour such obligations and that
it has not taken any action or omitted to take any action which
will or may result in finnCap, the Company or any of their
respective directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing;
22. where it is subscribing for Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account to subscribe for the Placing Shares for each managed
account;
23. it irrevocably appoints any duly authorised officer of
finnCap as its agent for the purpose of executing and delivering to
the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares for which it agrees to subscribe for upon the terms
of this Announcement;
Excluded territories
24. the Placing Shares have not been and will not be registered
or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or
legislation of the United States, Australia, New Zealand, Canada,
Japan or South Africa, or any state, province, territory or
jurisdiction thereof;
25. the Placing Shares may not be offered, sold, or delivered or
transferred, directly or indirectly, in or into the above
jurisdictions or any jurisdiction (subject to certain exceptions)
in which it would be unlawful to do so and no action has been or
will be taken by any of the Company, finnCap or any person acting
on behalf of the Company or finnCap that would, or is intended to,
permit a public offer of the Placing Shares in the United States,
Australia, Canada, Japan, New Zealand or South Africa or any
country or jurisdiction, or any state, province, territory or
jurisdiction thereof, where any such action for that purpose is
required;
26. unless otherwise specifically agreed with finnCap, it is not
and at the time the Placing Shares are subscribed for, neither it
nor the beneficial owner of the Placing Shares will be, a resident
of, nor have an address in, Australia, Japan, New Zealand, South
Africa or any province or territory of Canada;
27. it may be asked to disclose in writing or orally to finnCap:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
Compliance with US securities laws
28. it, and any prospective beneficial owner for whose account
or benefit it is purchasing the Placing Shares, is (i) located
outside the United States and is acquiring the Placing Shares in an
'offshore transaction' as defined in, and in accordance with Rule
902(h) of Regulation S; (ii) has not been offered to purchase or
subscribe for Placing Shares by means of any "directed selling
efforts" as defined in Rule 902(c) of Regulation S;
29. it understands that the Placing Shares have not been, and
will not be, registered under the Securities Act and may not be
offered or sold, directly or indirectly, in or into or from the
United States or to U.S. persons except pursuant to an effective
registration under the Securities Act, or pursuant to an exemption
from the registration requirements of the Securities Act;
30. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
Compliance with selling restrictions, the EU Prospectus
Regulation and the UK Prospectus Regulation
31. if in the United Kingdom, it is a Relevant Person and unless
otherwise specifically agreed with finnCap in writing, it is a
Qualified Investor (as such term is defined in Article 2(e) of the
UK Prospectus Regulation);
32. if in a Relevant Member State, it is a Relevant Person and
unless otherwise specifically agreed with finnCap in writing, it is
a Qualified Investor (as such term is defined in Article 2(e) of
the EU Prospectus Regulation);
33. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom except to
'Qualified Investors' (as such term is defined in Article 2(e) of
the UK Prospectus Regulation) or otherwise in circumstances which
have not resulted in and which will not result in an offer to the
public in the United Kingdom within the meaning of the UK
Prospectus Regulation;
34. it has not offered or sold and will not offer or sell any
Placing Shares to persons in a Relevant Member State except to
'Qualified Investors' (as such term is defined in Article 2(e) of
the EU Prospectus Regulation) 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 EEA or the United Kingdom within
the meaning of the EU Prospectus Regulation;
35. if a financial intermediary, as that term is used in Article
5(1) of the UK Prospectus Regulation, the Placing Shares subscribed
for 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 the United
Kingdom other than 'Qualified Investors' (as such term is defined
in Article 2(e) of the UK Prospectus Regulation), or in
circumstances in which the prior consent of finnCap has been given
to each proposed offer or resale;
36. if a financial intermediary, as that term is used in Article
5(1) of the EU Prospectus Regulation, the Placing Shares subscribed
for 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 Relevant
Member State other than 'Qualified Investors' (as such term is
defined in Article 2(e) of the EU Prospectus Regulation), or in
circumstances in which the prior consent of finnCap has been given
to each proposed offer or resale;
Compliance with FSMA, the UK financial promotion regime and UK
MAR
37. if in the United Kingdom, that it is a person (i) having
professional experience in matters relating to investments who
falls within the definition of 'investment professionals' in
Article 19(5) of the Order or (ii) who falls within Article 49(2)
(a) to (d) ( " High Net Worth Companies, Unincorporated
Associations, etc. " ) of the Order, or (iii) to whom it may
otherwise lawfully be communicated;
38. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
FSMA;
39. 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 and it acknowledges and
agrees that this Announcement (including this Appendix) and any
presentation in respect of the Placing have not and will not have
been approved by finnCap in its capacity as an authorised person
under section 21 of the FSMA and it may not therefore be subject to
the controls which would apply if it was made or approved as a
financial promotion by an authorised person;
40. it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all applicable provisions in FSMA and
UK MAR in respect of anything done in, from or otherwise involving,
the United Kingdom);
Compliance with laws
41. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with
applicable laws and regulations;
42. it is not a (i) a person named on the Consolidated List of
Financial Sanctions Targets maintained by HM Treasury of the United
Kingdom; or (ii) a person subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations;
43. it has complied with its obligations under the Criminal
Justice Act 1993 and Articles 8, 10 and 12 of UK MAR and in
connection with money laundering and terrorist financing under the
Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000,
the Terrorism Act 2006 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any government
agency having jurisdiction in respect thereof (the " Regulations "
) and the Money Laundering Sourcebook of the FCA and, if making
payment on behalf of a third party, that satisfactory evidence has
been obtained and recorded by it to verify the identity of the
third party as required by the Regulations;
44. in order to ensure compliance with the Regulations, finnCap
(for itself and as agent on behalf of the Company) or the Company's
registrars may, in their absolute discretion, require verification
of its identity. Pending the provision to finnCap or the Company's
registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at
finnCap's absolute discretion or, where appropriate, delivery of
the Placing Shares to it in uncertificated form may be delayed at
finnCap's or the Company's registrars', as the case may be,
absolute discretion. If within a reasonable time after a request
for verification of identify finnCap (for itself and as agent on
behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, either finnCap and/or the
Company may, at its absolute discretion, terminate its commitment
in respect of the Placing, in which event the monies payable on
acceptance of allotment will, if already paid, be returned without
interest to the account of the drawee's bank from which they were
originally debited;
Depositary receipts and clearance services
45. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
Undertaking to make payment
46. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares for which it has agreed to
subscribe and acknowledges and agrees that it will make payment in
respect of the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein, failing
which the relevant Placing Shares may be placed with other
subscribers or sold as finnCap may in its sole discretion determine
and without liability to such Placee, who will remain liable for
any amount by which the net proceeds of such sale falls short of
the product of the relevant Issue Price and the number of Placing
Shares allocated to it and will be required to bear any stamp duty,
stamp duty reserve tax or other taxes or duties (together with any
interest, fines or penalties) imposed in any jurisdiction which may
arise upon the sale of such Placee's Placing Shares;
Commitment
47. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the
contract note will continue notwithstanding any amendment that may
in future be made to the terms and conditions of the Placing and
that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or
finnCap's conduct of the Placing;
Money held on account
48. any money held in an account with finnCap on behalf of the
Placee and/or any person acting on behalf of the Placee and/or any
person acting on behalf of the Placee will not be treated as client
money within the meaning of the relevant rules and regulations of
the FCA made under the FSMA. Each Placee acknowledges that the
money will not be subject to the protections conferred by the
client money rules; as a consequence, this money will not be
segregated from finnCap's money in accordance with the client money
rules and will be held by it under a banking relationship and not
as trustee;
Allocation
49. 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 finnCap or the Company may
call upon it to subscribe for a lower number of Placing Shares, but
in no event in aggregate more than the aforementioned maximum;
No recommendation
50. neither finnCap, nor any of its respective affiliates, nor
any person acting on behalf of it, is making any recommendations to
it, advising it regarding the suitability of any transactions it
may enter into in connection with the Placing;
Inside information
51. if it has received any 'inside information' (for the
purposes of UK MAR and section 56 of the Criminal Justice Act 1993)
in relation to the Company and its securities in advance of the
Placing, it confirms that it has received such information within
the market soundings regime provided for in article 11 of UK MAR
and associated delegated regulations and it has not:
(a) used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or
any such financial instruments;
(b) used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the
Company or financial instruments related thereto or to cancel or
amend an order concerning the Company's securities or such
financial instruments; or
(c) disclosed such information to any person, prior to the
information being made publicly available;
Rights and remedies
52. the rights and remedies of the Company and finnCap under the
terms and conditions in 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; and
Governing law and jurisdiction
53. these terms and conditions of the Placing and any agreements
entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out
of or in connection with them, shall be governed by and construed
in accordance with the laws of England 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
(including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or
other obligation arising out of or in connection with such
contract), 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 either the Company
or finnCap 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.
The foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings are given for the
benefit of the Company as well as finnCap and are irrevocable.
finnCap, the Company and their respective affiliates and others
will rely upon the truth and accuracy of the foregoing
representations, warranties, confirmations, acknowledgements,
agreements and undertakings. Each prospective Placee, and any
person acting on behalf of such Placee, irrevocably authorises the
Company and finnCap 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.
Indemnity
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify on an after tax
basis and hold the Company, finnCap and their respective
affiliates, agents, directors, officers and employees harmless from
any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements,
agreements and undertakings given by the Placee (and any person
acting on such Placee's behalf) in this Announcement or incurred by
finnCap, the Company or each of their respective affiliates,
agents, directors, officers or employees arising from the
performance of the Placees' obligations as set out in this
Announcement, and further agrees that the provisions of this
Announcement shall survive after completion of the Placing.
Taxation
The agreement to allot and issue Placing Shares to Placees
(and/or to persons for whom such Placee is contracting as agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement also assumes that the Placing Shares are
not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into
a clearance service. 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 or other similar taxes or
duties may be payable, for which neither the Company nor finnCap
will be responsible and the Placees shall indemnify the Company and
finnCap on an after-tax basis for any stamp duty or stamp duty
reserve tax or other similar taxes or duties (together with
interest, fines and penalties) in any jurisdiction paid by the
Company or finnCap in respect of any such arrangements or dealings.
If this is the case, each Placee should seek its own advice and
notify finnCap accordingly. Placees are advised to consult with
their own advisers regarding the tax aspects of the subscription
for Placing Shares.
The Company and finnCap are not liable to bear any taxes that
arise on a sale of Placing Shares subsequent to their acquisition
by Placees, including any taxes arising otherwise than under the
laws of the United Kingdom. Each prospective Placee should,
therefore, take its own advice as to whether any such tax liability
arises and notify finnCap and the Company accordingly. Furthermore,
each prospective Placee agrees to indemnify on an after-tax basis
and hold finnCap and/or the Company and their respective affiliates
harmless from any and all interest, fines or penalties in relation
to stamp duty, stamp duty reserve tax and all other similar duties
or taxes in any jurisdiction to the extent that such interest,
fines or penalties arise from the unreasonable default or delay of
that Placee or its agent.
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, whether
inside or outside the UK, by them or any other person on the
subscription, acquisition, transfer or sale by them of any Placing
Shares or the agreement by them to subscribe for, acquire, transfer
or sell any Placing Shares.
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.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEKZGZVGZFGFZZ
(END) Dow Jones Newswires
June 23, 2023 02:00 ET (06:00 GMT)
Srt Marine Systems (LSE:SRT)
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