TIDMTWD
RNS Number : 6613J
Trackwise Designs PLC
14 December 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. FURTHER DETAILS
OF THE FUNDRAISING ARE SET OUT BELOW.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY
SHARES OF TRACKWISE DESIGNS PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("MAR"). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
Terms not otherwise defined herein shall have the meanings given
in the section entitled "Definitions" at the end of this
Announcement.
TRACKWISE DESIGNS PLC
("Trackwise", the "Company" or the "Group")
Placing via Accelerated Bookbuild, Subscription and Open
Offer
Issue of Warrants and Capital Reorganisation
Board Changes
and
Notice of General Meeting
Trackwise Designs (AIM: TWD), a leading manufacturer of
specialist products using printed circuit technology, is pleased to
announce a proposed conditional placing to raise gross proceeds of
GBP3.65 million by way of the issue of an aggregate of up to
364,524,700 New Ordinary Shares pursuant to a Placing of up to
364,224,700 New Ordinary Shares and a Subscription of 300,000 New
Ordinary Shares at an Issue Price of 1 pence per New Ordinary
Share.
finnCap is acting as sole Bookrunner in connection with the
Placing. The Placing will be conducted by way of an accelerated
Bookbuild, which will be launched immediately following this
Announcement, in accordance with the terms and conditions set out
in the Appendix to this Announcement.
In addition, the Company proposes to raise up to a further
approximately GBP1.5 million by the issue of up to 149,999,860 New
Ordinary Shares pursuant to an Open Offer to Qualifying
Shareholders, on the basis of 1 Open Offer Share for every 0.250054
Existing Ordinary Shares held on the Record Date, also at the Issue
Price (the Placing, Subscription and Open Offer, together the
"Fundraising").
The Company also proposes to issue Warrants to subscribers in
the Placing, Subscription and Open Offer granting rights to
subscribe for 1 additional Ordinary Share for each Warrant held in
the ratio of 1 Warrant for every 2 New Ordinary Shares issued to
those subscribers (the "Warrants"). The Warrants are exercisable at
a price of 6 pence per Ordinary Share during the three year Warrant
Exercise Period.
The Fundraising requires Shareholder Resolutions to be passed by
the Company's Shareholders.
Highlights:
-- Placing and Subscription with new and existing institutional
and other investors to raise gross proceeds of GBP3.65 million plus
an Open Offer to raise up to an additional GBP1.5 million.
-- If (assuming full take up under the Open Offer) all Warrants
are exercised in due course, the Company would receive additional
gross proceeds of up to GBP15.44 million.
-- As previously announced, a New Commercial Order was entered
into with Trackwise's EV OEM customer in October 2022. This New
Commercial Order provided for a GBP3.99 million advanced payment,
which was received in October 2022, with the balance of the
contract value (being an additional GBP3.99 million) due to be
satisfied by standard payments on delivery of the products in
2023.
-- The Stonehouse Site factory refurbishment and fit out is now
largely complete. Equipment installation and commissioning is
nearing completion. The Company expects to commence volume
production at the Stonehouse Site for the EV OEM customer in Q1 of
2023, with first cash receipts for production parts expected in
early April 2023. Production of the New Commercial Order is planned
to be complete by July 2023.
-- The Placing proceeds will give the Company an expected cash
runway through to start of production of the New Commercial Order,
and then upon completion of this production a further runway to
August 2023. Funds from the Open Offer will help provide some
contingency cover to deal with any potential risks associated with
start of production.
-- Trackwise continues to have a significant pipeline of
identified IHT sales opportunities, which includes >GBP1
billion(1) of potential demand for EV battery cell connection
systems ("CCS") for OEMs, with Trackwise as a Tier 1 or a Tier 2
supplier, and also for other Medical and Aerospace sales
opportunities.
-- The prospects for IHT and for the Company are dominated by
the EV CCS pipeline; in particular cell-to-pack and securing one or
more supplier nominations is a key business objective. According to
information available to the Company, Q1 and Q2 2023 will see
supplier nominations for two major programs (OEMs B and C), with
Trackwise in each case having summitted a submission to a Tier 1 in
response to a request for proposal ("RFP") received by
Trackwise.
-- Trackwise is actively exploring longer term strategic
investment partnerships with larger global businesses in order to
support development and conversion of the significant pipeline of
identified IHT sales opportunities.
-- At Admission, Andrew Lapping and Chris Pennison are to join
the Board, with Ian Griffiths and Susan McErlain stepping down at
the same time in order to maintain Board numbers and to control the
cost base. Further details, including their intended investment, is
detailed below. In addition, Charles Cattaneo intends to step down
from the Board at the end of January 2023, and the Company will
shortly commence a recruitment process for an additional
non-executive director.
Philip Johnston, CEO of Trackwise, commented:
"It is of course a matter of deep regret that we have found
ourselves forced to come to the market on these terms. We very much
appreciate the support shown by existing investors and welcome new
shareholders to Trackwise. We look forward to commencing production
at Stonehouse for our EV OEM customer, and continue to work hard to
convert our IHT sales pipeline into new production contracts.
"I would like to thank Ian, Susan and Charles for their
contribution to Trackwise and I am very much looking forward to
working with Andrew and Chris."
Open Offer
Further details are provided below.
Circular and General Meeting
A Circular to Shareholders in respect of the Placing,
Subscription and the Open Offer is expected to be posted to
shareholders on 15 December 2022 giving notice of a General Meeting
of the Company. The meeting will be held on 6 January 2022 at 10:00
a.m. at the offices of the Trackwise at 1 Ashvale, Alexandra Way,
Tewkesbury GL20 8NB. Following posting, a copy of the Circular will
available on 15 December 2022 on the Company's website
www.trackwise.co.uk .
In proposing the terms of the Fundraising, the Board has pursued
a number of routes to raising funds including agreeing the advance
payment from the UK EV OEM. However, the Board believes it has now
exhausted any potentially more attractive routes that could have
been capable of delivering sufficient funds in time with sufficient
certainty and has been left with no alternative but to proceed with
the Fundraising at a very significant discount and with the issue
of the Warrants. The Board understands the implications for
Shareholders and has given Shareholders who have not participated
in the Placing the opportunity to participate in the fundraising
through the Open Offer.
Shareholders should be aware that if the Resolutions are not
approved at the General Meeting, the Fundraising will not occur and
the net proceeds will not be received by the Company. If this were
to happen, to continue to trade, the Group would have to find
urgent alternative funding and the Board do not believe that
sufficient funding would be available in time to avoid an
insolvency event.
The Directors believe that the Resolutions to be proposed at the
General Meeting are in the best interests of the Company and
Shareholders as a whole and unanimously recommend that Shareholders
vote in favour of the Resolutions. The Directors intend to vote in
favour of all of the Resolutions in respect of, in aggregate,
6,854,143 Existing Ordinary Shares, representing approximately
18.27 per cent. of the Existing Ordinary Shares.
Accelerated Bookbuild
The timing for the close of the Bookbuild and allocation of the
Placing Shares shall be at the absolute discretion of finnCap, in
consultation with the Company. The final number of Placing Shares
to be issued pursuant to the Placing will be agreed by finnCap and
the Company at the close of the Bookbuild. The result of the
Placing will be announced as soon as practicable thereafter. The
Placing is not underwritten. The Placing Shares are not subject to
clawback and are not part of the Open Offer.
(1) Based on Directors' expectations of OEMs A, B, C, E , F
& G demand and pricing
Further information on the Fundraising, including the Open
Offer, is set out below. This announcement should be read in its
entirety.
Enquiries
Trackwise Designs plc +44 (0)1684 299 930
Philip Johnston, CEO www.trackwise.co.uk
Paul Cook, CFO
finnCap Ltd +44 (0)20 7220 0500
NOMAD and Broker
Ed Frisby/Fergus Sullivan - Corporate
Finance
Andrew Burdis/Barney Hayward - ECM
Alma PR +44 (0)20 3405 0205
Financial PR and IR
David Ison/Caroline Forde/Josh Royston/Kieran
Breheny
Notes to editors
Trackwise is a UK-based manufacturer of specialist products
using printed circuit technology.
The full suite includes: Improved Harness Technology(TM) ("IHT")
and Advanced PCBs - Microwave and Radio Frequency ("RF"), Short
Flex, Flex Rigid and Rigid Multilayer products.
IHT uses a proprietary, patented process that Trackwise has
developed to manufacture multilayer flexible printed circuits of
unlimited length. While the technology has many applications, the
directors expect that one of its primary uses will be to replace
traditional wire harnesses in a variety of industries.
The Company operates from three sites, located in Tewkesbury,
Stonehouse and Stevenage. It serves customers in Europe and North
America.
Trackwise Designs plc was admitted to trading on AIM in 2018
with the ticker TWD. For additional information please visit
www.trackwise.co.uk
The following text has been taken from the Circular to be sent
to Shareholders.
LETTER FROM THE CHAIRMAN
1. Introduction
The Company announced on 14 December 2022 that it had
conditionally raised GBP3.65 million (before expenses) by the issue
of up to 364,224,700 New Ordinary Shares pursuant to the Placing
and the Subscription of a total of up to 300,000 New Ordinary
Shares both at 1.0 pence per share (the "Issue Price"). In
addition, the Company announced an Open Offer providing an
opportunity for Qualifying Shareholders, to raise gross proceeds of
approximately GBP1.50 million by the issue of up to 149,999,860 New
Ordinary Shares also at the Issue Price.
The Company proposes to issue Warrants to subscribers in the
Placing, Subscription and the Open Offer, granting rights to
subscribe for additional Ordinary Shares held in the ratio of one
Warrant for every two New Ordinary Shares. The Warrants are
exercisable at a price of 6 pence per Ordinary Share during the
three year Warrant Exercise Period.
The Fundraising is conditional on, inter alia, the passing of
the Resolutions by the Shareholders at the General Meeting. If the
Resolutions are passed, the New Ordinary Shares are expected to be
allotted immediately after the General Meeting, conditional on
Admission, which is expected to occur at 8.00 a.m. on 9 January
2023. Should Shareholder approval not be obtained at the General
Meeting, neither the Placing, the Subscription nor the Open Offer
will proceed. None of the Placing, the Subscription nor the Open
Offer has been underwritten.
The purpose of this letter is to outline the reasons for the
Fundraising, details of the Open Offer and explain why the Board
considers the Resolutions to be in the best interests of the
Company and Shareholders as a whole, and why the Directors
unanimously recommend that you vote in favour of all of the
Resolutions, as they intend to in respect of the Ordinary Shares
held by them, which represent in aggregate approximately 18.27 per
cent. of the Existing Ordinary Shares.
Shareholders should be aware that if the Resolutions are not
approved at the General Meeting, the Fundraising will not occur and
the net proceeds will not be received by the Company. If this were
to happen, to continue to trade, the Group would have to find
urgent alternative funding and the Board do not believe that
sufficient funding would be available in time to avoid an
insolvency event.
2. Background to and reasons for the Fundraising
History and background
The Trackwise business has been trading since 1989 and was
historically a provider of large antennae for the mobile phone
industry. The business was acquired by the Company (formerly called
Bremhold Limited and incorporated in 2000). In 2012 the Company
began the development of Improved Harness TechnologyTM (IHT), being
flexible multilayer printed circuit boards of unlimited length.
In 2014, a patent was granted to the Company in relation to the
IHT manufacturing process in the United Kingdom. Patents have since
been granted to the Company in the United States of America,
Canada, the European Union, China and Brazil.
IHT is a disruptive process technology that enables the
replacement of wire and wire harnesses in a wide variety of
applications. Its key benefits, which are built on the longstanding
and well-known benefits of flexible PCBs of short length, are that:
it can reduce weight by up to 75 per cent. when replacing incumbent
technology; improve precision, reliability and performance; and its
ability to support distributed electronics or 'smart harness'. IHT
is positioned to satisfy the demand for lighter, smaller and more
functional connectivity across a range of applications, including
in the EV, aerospace and medical industries.
The Company financed the development of the IHT process
technology using the retained profits of its traditional antenna
business as well as debt finance during the period up to 2018. In
July 2018, the Company's shares were admitted to trading on the
London Stock Exchange AIM market by way of an IPO, raising GBP5.5
million of new money. The funding provided at the time of IPO
enabled the Company's development of capacity and capability to
manufacture IHT and since then the Company has advanced the
roll-to-roll manufacture of IHT to facilitate larger scale
production of IHT.
In April 2020, the Company acquired Stevenage Circuits Limited
(CRN: 01059497) ("SCL"). The Company has subsequently transferred
its traditional antenna business to SCL, thereby allowing it to
focus the Tewkesbury site on IHT.
Product Manufacture and Supply Agreement with EV OEM
In September 2020 the Company announced the culmination of 2
years' development work with a UK EV OEM (the "EV OEM") for the
supply of flexible printed circuit boards for use in high voltage
battery modules, made using the technology and know-how developed
by the business for its IHT product. The contract (a product
manufacture and supply agreement, the "PMSA") was extended in June
2021 to a 4 year contract and had the potential to generate
revenues of up to GBP54 million over that period (previously up to
GBP38 million).
Stonehouse Site acquisition
In April 2021 the Company acquired a 77,000 sq. ft. freehold
property in Stonehouse, Gloucestershire ("Stonehouse Site") to
enable the Company to significantly increase its production
capacity to meet expected demand for its IHT products; with the
Stonehouse Site to become a roll to roll flexible printed circuit
manufacturing and assembly facility set up for high volume, low
mix, and with the Tewkesbury site remaining an engineering led
facility focused on IHT product development and new product
introduction.
New Agreement with EV OEM
The Company's performance is closely linked to that of its first
IHT production customer and the EV OEM announced on 11 August 2022
that it expected lower production volumes in 2022 compared to
previous estimates. The announcement of the lower production
volumes had a knock-on impact on the availability, to the Company,
of the planned asset-backed debt funding for the remaining pieces
of capital expenditure at the new Stonehouse Site and, in addition,
increased the Company's short-term cash requirements. Accordingly,
the Company entered in to discussions with the EV OEM and on 21
October 2022 replaced the PMSA with a new contractual
agreement.
The new agreement (the "New Commercial Order") was entered into
for a fixed quantity of flexible printed circuit boards due to be
delivered through to July 2023. This New Commercial Order provided
for a GBP3.99 million advanced payment, which was paid in October
2022, with the balance of the contract value (being an additional
GBP3.99 million) satisfied by standard payments on delivery of the
products.
The advanced payment is secured by a legal charge over various
manufacturing assets involved in the production of the circuit
boards at the Stonehouse Site. The charge will be released upon
completion of the supply of the full contracted quantity.
Completion of the new contract and release of the charge will
conclude contractual arrangements between the two companies. Any
further supply of existing parts, or development of new parts for
the EV OEM, will be under new arrangements to be agreed with the EV
OEM.
Stonehouse Site investment
Total investment at the Stonehouse Site is expected to total
GBP24 million by the time of start of production. The Stonehouse
Site factory refurbishment and fit out is now largely complete
which, together with its purchase, has cost GBP6 million. Equipment
installation and commissioning is nearing completion, with total
spend at completion expected to be GBP13 million. Stonehouse Site
project start-up costs will have totaled GBP5 million.
The Company expects to commence volume production at the
Stonehouse Site for the EV OEM customer in Q1 of 2023, with first
cash receipts for production parts expected in early April 2023.
The first production shift are being recruited and trained although
that has been delayed by the necessary fund raising process we have
been going through, and production is planned to be complete by
July 2023.
The Fundraising, together with cashflows from the New Commercial
Order, are expected to fund the Company through to completion of
the New Commercial Order in July 2023.
The Company sets out in this document, an Open Offer for
Qualifying Shareholders to subscribe for Ordinary Shares at the
Issue Price to enable shareholders to participate as they may
wish.
3. Use of proceeds
The Company is proposing to raise gross proceeds of GBP3.65
million from the Placing and Subscription to meet the funding
requirement described above. The use of proceeds are expected to
comprise:
Growth working capital, Stonehouse Site start-up costs, and
contingency
GBP0.40 million
Completion of Stonehouse Site capital expenditure GBP0.72
million
Interest and borrowing GBP2.53 million
Total GBP3.65 million
In addition, the proceeds of the Open Offer to provide headroom
and
Up to
additional growth working capital GBP1.50 million
In the interim results for the six months ended 30 June 2022,
the Company reported a loss before and after tax. The Board does
not anticipate the Group to be cash generative in the second half
of its 2022 financial year. It is anticipated that the Placing
proceeds would give the Company an expected cash runway through to
start of production of the New Commercial Order, and then upon
completion of this production a further runway to August 2023. Any
cash received from the Open Offer helps provide some contingency
cover to deal with any potential risks associated with start of
production. However, following completion of delivery of the parts
pursuant to the New Commercial Order, and in the absence of
significant new orders, the final four months of 2023 and beyond is
expected to see further cash out flow from the business due to the
Group's forecast cost base.
Therefore, the Fundraising is not expected to be sufficient to
fund the cash requirements of the Group through to a position where
it is able to fund itself from its own cashflow. It is likely that
the Group will need to raise additional funding by the end of the
third quarter of 2023 and, whilst the Directors believe that future
funding may be available, potentially in the form of a strategic
investment from an industry -based investor, there can be no
guarantee that sufficient funds could be raised at a later date.
Any additional equity financing, if available, may be dilutive to
Shareholders.
4. Information on the Fundraising and terms of the Placing Agreement
The Company proposes to raise GBP3.65 million (before expenses)
through the issue of the Placing Shares and Subscription Shares at
the Issue Price. The Issue Price represents a discount of 92.09 per
cent. to the closing mid-market price of an Ordinary Share of 12.65
pence on 13 December 2022, being the Business Day prior to the
announcement of the Fundraising.
Pursuant to the terms of the Placing Agreement finnCap, as agent
and broker for the Company, has conditionally agreed to use its
reasonable endeavours to place the Placing Shares with certain
institutional and other investors through an accelerated bookbuild.
The Placing Agreement is conditional upon, amongst other things,
the Resolutions being duly passed at the General Meeting and
Admission becoming effective on or before 8.00 a.m. on 9 January
2023 (or such later time and/or date as the Company and finnCap may
agree, but in any event by no later than 5.30 p.m. on 27 January
2023).
The Placing Agreement contains warranties from the Company in
favour of finnCap in relation to, amongst other things, the
accuracy of the information in this document and other matters
relating to the Company and its business. In addition, the Company
has agreed to indemnify finnCap and their affiliates in relation to
certain liabilities they may incur in respect of the Placing.
finnCap can terminate the Placing Agreement at any time prior to
Admission in certain circumstances, including in the event of a
material breach of the warranties given in the Placing Agreement,
the failure of the Company to comply with its obligations under the
Placing Agreement, the occurrence of a force majeure event which in
finnCap's opinion make it inadvisable or impractical to proceed
with the Placing, or a material adverse change affecting the
financial, operational or legal condition of the Company. If this
right is exercised the Placing will not proceed. None of the
Placing, Subscription or Open Offer are being underwritten by
finnCap. The Company has agreed to pay certain fees and commissions
to finnCap in respect of the Fundraising.
5. Admission of the Placing, Subscription and Open Offer to AIM
Application will be made for the Placing Shares, the
Subscription Shares and the Open Offer Shares to be admitted to
trading on AIM. Conditional upon, inter alia, the passing of the
Resolutions, it is anticipated that Admission will occur on or
around 8.00 a.m. on 9 January 2023. The New Ordinary Shares will,
if and when issued, rank pari passu in all respects with the
Existing Ordinary Shares including the right to receive dividends
and other distributions declared following Admission.
6. Financial position, current trading and outlook
Net debt position
Net debt (cash and cash equivalents less plant and machinery
asset financing, invoice discounting, and mortgage; excludes IFRS16
right of use lease liabilities) as at 30 November 2022 was
approximately GBP8.48 million (unaudited) (31 December 2021:
GBP2.10 million). Once the charge under the New Commercial Order is
released the Company will have unencumbered assets with a cost of
at least GBP4.0 million that would be available for refinancing.
The Company expects to receive an R&D tax credit of GBP631,000
in cash in January 2023, and SCL expects to receive an R&D tax
credit of GBP251,000 in cash in December 2022.
Current financial year trading
On 30 September 2022, the Company announced its interim results
for the six months ended 30 June 2022 and the Company has a 31
December financial year end. The interim results included other
operating income (not included in revenue) of GBP729,000, of which
GBP698,000 was partial recognition of the estimated compensation
which at the time was expected to be subsequently due as a result
of the EV OEM's order shortfall against the guaranteed minimum
volumes set out in the original contract; this was an estimate and
subject to a significant degree of judgement in respect of the
commercial negotiations. Following the publication of the interim
results the commercial negotiations were concluded and the New
Commercial Order was entered into. Under the terms of the New
Commercial Order the Company will recognise revenue from the
contract upon delivery of products, which is expected to begin in
Q1 of 2023. As a result the Company will be unable to recognise any
other operating income related to the New Commercial Order in the
financial year ending 31 December 2022.
For the ten months to 31 October 2022, the Company, has
achieved:
-- Total revenue of approximately GBP6.10 million (unaudited)
(year to 31 December 2021: GBP8.01 million)
-- IHT revenue of GBP0.78 million (unaudited) (year to 31 December 2021: GBP1.48 million)
-- Adjusted* EBITDA of GBP0.17 million (unaudited) (earnings
before interest, tax, depreciation and amortization) (year to 31
December 2021: GBP0.81 million)
-- Adjusted* operating loss of GBP1.50 million (unaudited) (year
to 31 December 2021: loss of GBP0.58 million)
-- Loss before tax of GBP5.7 million (unaudited) (year to 31 December 2021: GBP1.98 million)
*Before share based payments (10 months ended 31 October 2022 of
GBP0.03 million (unaudited) (year to 31 December 2021: GBP0.15
million) and exceptional costs (10 months ended 31 October 2022 of
GBP3.83 million (unaudited), being new facility set up costs and
inefficient production of initial volumes at the Ashvale facility
(year to 31 December 2021: GBP0.94 million).
In the APCB division based in Stevenage at SCL, following a
disappointing first half in 2022, a new managing director was
appointed in July 2022; the business has started to see improved
operations and performance, and this is expected to continue to
improve in the medium term.
Orderbook, sales pipeline, and outlook
In addition to 2023 orders from the EV OEM pursuant to the New
Commercial Order totaling GBP7.99 million, the Company has a
further order book (IHT and APCB combined) of GBP2.75 million
(unaudited) (of which GBP0.69 million is for delivery in the year
ended 31 December 2022).
The Company's IHT sales pipeline includes potential new EV
customers for Battery CCS (cell connection systems), including both
cell-to-pack, and battery packs, including modules including the
following:
Electric Vehicles (EV):
-- As shown in the table below there are CCS opportunities for
six EV OEMs, totaling more than GBP1 billion of potential demand
(based on Directors' expectations of OEMs A, B, C, E, F & G
demand and pricing), with the Company as a Tier 1, or Tier 2
supplier.
-- CCS opportunity with one battery storage business.
Within an EV, individual cells (cylindrical, pouch, prismatic)
need to be combined in parallel and/or in series to provide the
required electrical performance and this combination can be done
via intermediate building blocks - modules - with the modules
subsequently built into a battery pack, or directly into a pack;
cell-to-pack. From a vehicle perspective, cell-to-pack provides
higher mass and volume integration efficiencies and from the
Company's perspective, the cell-to-pack CCS are long - vehicle size
(approx. 2metres) in length. The Company understands its long FPC
manufacturing capability to be a key competitive advantage and
therefore the cell-to-pack CCS opportunities (OEMs B, C and G) are
a key focus for the business.
Lifetime contract
Customer revenue Supplier
OEM location value SoP ( nomination Status
(1)(3) 1)(2) date(1)(4)
OEM A UK GBP275 million 2024 Nov. 22 Quote submitted
Nov. 22 supplier
selection
remains outstanding
OEM B - via EU GBP220 Q4 24 Q1 or Q2 23 Cell-to-pack
Tier 1 million 2m long circuit
- Quote submitted
GBP525
million
OEM C - via EU GBP380 million July 2026 Q2 23 Cell-to-pack
Tier 1 - GBP1 billion 1.5m long circuit
Quote submitted
OEM E - via EU GBP28 million 2023 Tier 1 already Quote submitted
Tier 1 under contract Under review
OEM F - via EU Est. GBP250 2026 End 2023 In RFQ loop; design
Tier 1 million improvement for cost
down
OEM G - via EU Est. GBP100 2025 TBC Cell-to-pack
Tier 1 million 1m-2m long circuits
In RFQ loop
OEM H - via US Est. GBP1-2 2023 TBC Energy Storage
Tier 1 million 1m long circuit
In RFQ loop
(1) In Directors' opinion
(2) SoP - Start of Production. Nominated supplier will be
required to be 'off production tools' some months earlier
(3) Following a Tier 1 nomination, any contract awards to the
Company would not be expected to include volume commitments from
the customer
(4) A supplier nomination achieved by a Tier 1 supplier and
potential customer is a key step in the process towards the Company
working with the Tier 1 to enter into a Tier 2 supply contract
Aerospace:
Current Aerospace IHT development contracts include:
Project: For: Status: Entry Into Service - estimated
Aircraft cabin harness EU OEM - Development contract Approx.
2025
via Tier1 Milestones through to TRL6
In flight aircraft deicing EU OEM - R&D program Innovate UK
Approx. 2025
via GKN Plan through to prototype
system verified ("TRL 6")
On ground aircraft deicing US Developer Development orders with
2023-2024
planning through to flight
ready design
Business jet cabin harness US OEM Pre-production order with
2024
planning through to flight
ready designs
Electric aerospace UK and Development orders TBC
battery packs EU OEMs
Spacecraft Solar Array EU OEM Development orders Approx.
2024
transfer harness
These Aerospace developments utilise the Double Belt Press
(DBP), envisaged within the original IHT patent application in 2012
and now installed and commissioned at Stonehouse.
Subject to successful progress in-house and with our customers,
2023 will see IHT flight-qualified.
Medical:
As one of the three main market verticals that are the main
focus for IHT for the Company, Medical has not progressed as far or
as fast as expected. However, the multi-year agreement signed in
April 2021 with CathPrint AB, the Stockholm-based company with
expertise in the development and manufacturing of medical device
products, is progressing to plan.
APCB Division:
The APCB Division sales pipeline includes:
-- New opportunities totaling GBP1.6 million with existing
customers for heater rings, nuclear research, wireless technology
and cyber security; and
-- Opportunities totaling GBP4.9 million with new customers for
satellite dishes, nuclear research and medical devices.
Outlook
The prospects for IHT and for the Company are dominated by the
EV CCS pipeline; in particular cell-to-pack and securing one or
more supplier nominations is a key business objective. According to
information available to the Company, Q1 and Q2 2023 will see
supplier nominations for two major programs (OEMs B and C), with
the Company in each case having summitted a submission to a Tier 1
in response to a request for proposal ("RFP") received by the
Company.
These are large-scale programs and, as detailed above, the
Company is seeking longer term strategic investment partnerships
with larger global businesses, both to enhance our chances of
securing and delivering these programs.
Strategic investment partnerships
The Company is actively exploring longer term strategic
investment partnerships with larger global businesses in order to
support development and conversion of the significant pipeline of
identified IHT sales opportunities, notably for EV battery cell
connection systems (CCS) for UK and EU OEMs, with the Company as a
Tier 1 or Tier 2 supplier, and also for other Medical and Aerospace
sales opportunities.
7. Board changes and share options
Subject to completion of the Fundraising, it is proposed that
Andrew Lapping and Chris Pennison will join the Board, as
non-executive chairman, and non-executive director respectively;
and in order to maintain the Board numbers and also to control the
cost base, Susan McErlain and I have agreed to step down from the
Board at the same time. Charles Cattaneo intends to step down from
the Board at the end of January 2023. The new appointments are
subject to satisfactory completion of the required AIM regulatory
due diligence and completion of the Fundraising. Given the
forthcoming departure of Charles Cattaneo, the Company will shortly
commence a recruitment process for an additional new non-executive
director.
Andrew Lapping and Chris Pennison represent a number of
underlying new investors who, including Andrew and Chris, intend to
invest in total approximately GBP1.21 million in the Placing, via
Hamilton Capital Partners LLP. Included within this GBP1.21 million
is Andrew's intention to invest GBP75,000 and Chris' intention to
invest GBP25,000. The aggregate of these new beneficial interests
would represent approximately 29.9 per cent. of the Enlarged Issued
Share Capital at Admission assuming there is no Open Offer take up.
The proposed annual remuneration for each new director is
GBP30,000. Neither Andrew nor Chris would be considered as
independent due to this investment in the Company.
Andrew Lapping, as well as founding Hamilton Capital Partners
LLP, and previously being a non-executive director of Netplay TV
plc, Legend Communications plc, Maven Income & Growth VCT 4 plc
and SRT Marine Systems plc, was chairman and lead investor of
Hyperdrive Innovation Holdings Ltd ("Hyperdrive"). Hyperdrive was
successfully sold to the Turntide Technology group ("Turntide") in
2021. He was also lead investor and a director in CV Travel
Holdings Ltd/Ski Verbier Ltd, which was sold to Kuoni, and
automotive business DPE Auto Engineering Group Limited which was
sold to Arlington Automotive.
Chris Pennison was the CEO of Hyperdrive, a developer and
manufacturer of lithium-ion battery systems and helped lead the
sale of Hyperdrive to Turntide in 2021. His current role is senior
vice president strategic operations for Turntide working with all
the business verticals across the Turntide group. He has held a
number of senior positions in automotive tier 1 & 2 businesses,
and has over 35 years of multi sector industrial experience.
Steve Hudson, currently Chief Operating Officer of the Company
(non Board) is due to leave the Company at the end of the year and
on behalf of the Board I would like to thank him for his
contribution to the delivery of the Stonehouse Site and the
negotiations with the EV OEM.
Following Admission the Board intends to conduct a review and
re-incentivise all executive Directors, including CEO Philip
Johnston, and senior members of staff with suitable equity based
rewards.
8. Director participation in the Placing, Subscription and Open Offer
The following Directors have agreed to subscribe for an
aggregate of 5,300,000 Placing Shares and 300,000 Subscription
Shares as set out below.
Number Number of Holding % of Enlarged
of Placing Subscription of Ordinary Issued Share
Shares at Shares at Shares post- Capital*
Board Amount the Issue the Issue Admission
Director Position (GBP) Price Price
Phillip
Johnston CEO GBP25,000** 2,500,000 - 9,238,394 1.67%
Paul Cook CFO GBP25,000 2,500,000 - 2,535,213 0.46%
Charles Non-Executive GBP3,000 - 300,000 327,500 0.06%
Cattaneo Director
Susan McErlain Non-Executive GBP3,000 300,000 - 313,750 0.06%
Director
*Assuming the Open Offer is fully taken up
**Subscription for these Placing Shares by the wife of Philip
Johnston
The Directors will not be participating in the Open Offer.
9. Related Party Transaction
The Directors' aggregate participation in the Fundraising, as
set out above, constitutes a related party transaction pursuant to
Rule 13 of the AIM Rules. The Company's independent director (being
Ian Griffiths) considers, having consulted with the Company's
nominated adviser, finnCap, that the terms upon which the Directors
are participating in the Fundraising are fair and reasonable
insofar as the Company's shareholders are concerned.
10. Proposed Capital Reorganisation of Ordinary Shares
The Company is not permitted by law to issue Ordinary Shares at
an issue price which is below their nominal value, currently 4
pence per Ordinary Share. In order to enable the Company to issue
shares at an issue price which is below their current nominal
value, the Company is proposing to complete a Capital
Reorganisation of the Ordinary Share capital of the Company. Each
of the Existing Ordinary Shares will be subdivided into one New
Ordinary Share of 0.1 pence each and one Deferred Share of 3.9
pence each.
The Capital Reorganisation will not of itself affect the value
of the shares held by Shareholders. After the Capital
Reorganisation, there will be the same number of Ordinary Shares in
issue as there are Existing Ordinary Shares in issue (prior to
completion of the Fundraising) and therefore your current
shareholding will not be diluted by the Capital Reorganisation,
unless a further equity fundraising is completed by the
Company.
The New Ordinary Shares will have the same rights as those
currently accruing to the Existing Ordinary Shares in issue under
the Current Articles, including those relating to voting and
entitlement to dividends. New share certificates for New Ordinary
Shares will not be issued and the existing share certificates will
remain valid.
The Deferred Shares will have no significant rights attached to
them and carry no right to vote or participate in distribution of
surplus assets and will not be admitted to trading on the AIM
market of the London Stock Exchange plc. Therefore, the Deferred
Shares will effectively carry no value.
Holders of Warrants or options over Existing Ordinary Shares
will maintain the same rights as currently accruing to them and
will not be issued with new warrant or option certificates.
Resolution 1 in the Notice of General Meeting, contained within
the Circular, is proposed to sub-divide the Existing Ordinary
Shares and Resolution 7 is proposed to adopt new Articles of
Association, to include the rights attaching to the new Deferred
Shares relative to the New Ordinary Shares. A copy of the New
Articles will be available for inspection throughout the General
Meeting.
General Meeting
The Directors do not currently have sufficient authority to
allot in full the New Ordinary Shares. Accordingly, the Board is
seeking the approval of Shareholders to allot the New Ordinary
Shares at the General Meeting, together with approval to disapply
pre-emption rights. Specific authorities are being sought at the
General Meeting in respect of the New Ordinary Shares.
In addition, general authorities are being sought in
substitution for those authorities given at the Company's Annual
General Meeting in August 2022.
Shareholders should be aware that if any of the Resolutions are
not passed, the Fundraising will not proceed. A notice convening
the General Meeting, which is to be held at 10.00 a.m. on 6 January
2023 at the offices of the Company at 1 Ashvale, Alexandra Way,
Tewkesbury, Gloucestershire GL20 8NB, is set out at the end of this
document.
A Form of Proxy for use by the Shareholders in connection with
the General Meeting is also enclosed. At the General Meeting, the
following Resolutions will be proposed:
Resolutions 1,2 and 3 are an ordinary resolution and require a
simple majority of those voting to vote in favour, . Resolutions 4,
5, 6, 7 and 8 are special resolutions and will require not less
than 75 per cent. of those voting in person or on a poll by proxy
to vote in favour.
11. Issue of Warrants
The Company proposes to issue Warrants to subscribers in the
Placing, the Subscription and the Open Offer, granting rights to
subscribe for additional Ordinary Shares held in the ratio of one
Warrant for every two New Ordinary Shares. The Warrants will be
issued pursuant to the Warrant Instrument and will be exercisable
at a price of 6p per Ordinary Share during the Warranty Exercise
Period.
If (assuming full take up under the Open Offer) all of the
Warrants are exercised in full the Company will receive gross
proceeds of a further GBP15.44 million.
The issue and validity of the Warrants is conditional, amongst
other things, on the passing of the Resolutions and Admission
becoming effective on or before 8.00 a.m. on 9 January 2023 (or
such later date as finnCap and the Company may agree being not
later than 5.30 p.m. on 27 January 2023).
12. Open Offer
In order to provide Shareholders with an opportunity to
participate, the Company is inviting all Qualifying Shareholders to
subscribe at the Issue Price for an aggregate of 149,999,860 Open
Offer Shares at the Issue Price.
The Directors who hold Ordinary Shares, representing in
aggregate approximately 18.27 per cent. of the Company's current
issued share capital as at the date of this document, will not be
participating in the Open Offer.
Qualifying Shareholders are being given the opportunity to apply
for additional Open Offer Shares in excess of their pro rata
entitlements. The Open Offer Shares have not been placed subject to
clawback and have not been underwritten.
The latest time for applications under the Open Offer to be
received is 11.00 a.m. on 5 January 2023. The procedure for
application and payment depends on whether, at the time at which
application and payment is made, you have an Application Form in
respect of your Open Offer Entitlements or have Open Offer
Entitlements credited to your stock account in CREST in respect of
such entitlement. Further details of the Open Offer are set out in
Part II of this document.
13. Actions to be taken
Please check that you have received the following with this
document:
-- A reply-paid Form of Proxy for use in respect of the General Meeting.
You are strongly encouraged to complete, sign and return your
Form of Proxy in accordance with the instructions printed thereon
as soon as possible, but in any event so as to be received, by post
or, during normal business hours only, by hand, by no later than
10.00 a.m. on 4 January 2023 (or, in the case of an adjournment of
the General Meeting, not later than 48 hours before the time fixed
for the holding of the adjourned meeting).
If you hold your shares in the Company in uncertificated form
(that is, in CREST) you may vote using the CREST Proxy Voting
service in accordance with the procedures set out in the CREST
Manual (please also refer to the accompanying notes to the Notice
of the General Meeting set out at the end of this document).
Proxies submitted via CREST must be received by the Company's
Registrar (Equiniti) by no later than 10.00 a.m. on 4 January 2023
(or, in the case of an adjournment, not later than 48 hours before
the time fixed for the holding of the adjourned meeting).
Appointing a proxy in accordance with the instructions set out
above will enable your vote to be counted at the General Meeting.
The action to be taken by Qualifying Shareholders in connection
with the Open Offer is set out in Part II of this document.
If you are in any doubt as to what action you should take, you
should immediately seek your own personal financial advice from
your stockbroker, bank manager, solicitor, accountant or other
independent professional adviser duly authorised under the FSMA if
you are resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
14. Recommendation and Importance of the vote
In proposing the terms of the Fundraising, the Board has pursued
a number of routes to raising funds including agreeing the advance
payment from the UK EV OEM. However, the Board believes it has now
exhausted any potentially more attractive routes that could have
been capable of delivering sufficient funds in time with sufficient
certainty and has been left with no alternative but to proceed with
the Fundraising at a very significant discount and with the issue
of the Warrants. The Board understands the implications for
Shareholders and has given Shareholders who have not participated
in the Placing the opportunity to participate in the fundraising
through the Open Offer.
Shareholders should be aware that if the Resolutions are not
approved at the General Meeting, the Fundraising will not occur and
the net proceeds will not be received by the Company. If this were
to happen, to continue to trade, the Group would have to find
urgent alternative funding and the Board do not believe that
sufficient funding would be available in time to avoid an
insolvency event.
The Directors believe that the Resolutions to be proposed at the
General Meeting are in the best interests of the Company and
Shareholders as a whole and unanimously recommend that Shareholders
vote in favour of the Resolutions. The Directors intend to vote in
favour of all of the Resolutions in respect of, in aggregate,
6,854,143 Existing Ordinary Shares, representing approximately
18.27 per cent. of the Existing Ordinary Shares.
Yours faithfully
Ian Griffiths
Chairman
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record date for entitlements under the Open Offer close of
business on
12 December 2022
Ex-entitlement date for Open Offer 8.00 a.m. on
14 December 2022
Publication of this document, Form of Proxy and Application Form
15 December 2022
Open Offer Entitlements and Excess CREST Open Offer
Entitlements
8.00 a.m. on
credited to stock accounts of Qualifying CREST Shareholders
16 December 2022
Recommended latest time for withdrawal of Open Offer
Entitlements
4.30 p.m. on
from CREST 29 December 2022
Latest time for depositing Open Offer in to CREST 3.00 p.m. on
30 December 2022
Latest time and date for splitting of Application Forms 3.00
p.m. on 3 January 2023
(to satisfy bona fide market claims only)
Latest time and date for receipt of Forms of Proxy 10.00 a.m. on
4 January 2023
Latest time and date for receipt of completed Application
Forms
11.00 a.m. on
and payment in full under the Open Offer 5 January 2023
General Meeting 10.00 a.m. on
6 January 2023
Record date for sub-division and creation of Deferred Shares
6.00 p.m. on
6 January 2023
Announcement of the results of the General Meeting and Open
Offer 6 January 2023
Admission and commencement of dealings in the Placing
Shares,
8.00 a.m. on
Subscription Shares and the Open Offer Shares on AIM 9 January
2023
CREST accounts credited in respect of Placing Shares,
Subscription On or soon after 8.00 a.m.
Shares and Open Offer Shares in uncertificated form on 9 January
2023
Dispatch of definitive share certificates for Placing Shares,
Subscription
19 January 2023
Shares and Open Offer Shares in certificated form
Notes:
1. Each of the times and dates above are indicative only and are
subject to change. If any of the above times and/or dates change,
the revised times and/or dates will be notified by the Company to
Shareholders by announcement through a regulatory information
service.
2. All of the above times refer to London time unless otherwise stated.
3. The admission and commencement of dealings in the Placing,
Open Offer and Subscription Shares on AIM are conditional on, inter
alia, the passing of the Resolutions at the General Meeting.
4. If you have any further questions, please call the
Shareholder Helpline on 0371-384 2050. The Shareholder Helpline
will be open between 8.30 a.m. and 5.30 p.m. (London time), Monday
to Friday (excluding public holidays in England and Wales). Calls
are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. Different charges may apply to calls
to the Shareholder Helplines from mobile telephones and calls may
be recorded and randomly monitored for security and training
purposes. For legal reasons, the Shareholder Helpline will only be
able to provide information contained in this document and
information relating to the Company's register of members and will
be unable to give advice on the merits of the Fundraising or
provide legal, financial, tax or investment advice.
5. Shareholders should take independent advice if they wish to
consider the suitability of these risks with regard to their own
particular circumstances and investment criteria.
6. Copies of this document will be available for inspection free
of charge at the registered office of the Company and at Gateley
plc (at One Eleven Edmund Street, Birmingham, B3 2HJ) during normal
business hours on any Business Day from the date of this document
up to and including the date of Admission.
ISSUE STATISTICS
Number of Existing Ordinary Shares 37,508,065
Issue Price 1 pence
Number of Placing Shares 364,224,700
Number of Subscription Shares 300,000
Number of Open Offer Shares(1) 149,999,860
Proceeds of the Fundraising (before expenses)(2) GBP5.15
million
Enlarged Share Capital following Admission(2) 552,032,625
Percentage of Enlarged Share Capital represented by the Placing
Shares,
93.21 per cent.
the Subscription Shares and the Open Offer Shares(2)
Market Capitalisation of the Company at the Issue Price upon
Admission(1)
GBP5.52 million
Notes:
1. Assuming the Open Offer is taken up in full
2. Assuming full issuance of the Placing Shares, Subscription Shares and Open Offer Shares
DEFINITIONS
The following definitions apply throughout the Letter from the
Chairman unless the context requires otherwise:
"Admission" the admission of the Placing Share, the Subscription
Shares and the Open Offer Shares to trading on AIM becoming
effective in accordance with the AIM Rules
"AIM" AIM, a market operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by the London
Stock Exchange from time to time
"Application Form" the personalised application form to be
posted to Qualifying Shareholders for use in connection with the
Open Offer
"Board" or "Directors" the directors of the Company whose names
are set out on page 7 of this document
"Business Day" any day on which banks are usually open in
England and Wales for the transaction of sterling business, other
than a Saturday, Sunday or public holiday
"certificated" or "in a share or other security not held in
uncertificated form (that is, not
certificated form " in CREST)
"Chairman" the chairman of the Board
"Company" or "Trackwise" Trackwise Designs plc, a company
incorporated in England and Wales with registered number
03959572
"CREST" a relevant system (as defined in the CREST Regulations)
in respect of which Euroclear is the Operator (as defined in the
CREST Regulations)
"CREST Manual" the CREST Manual referred to in agreements
entered into by Euroclear and available at www.euroclear.com
"CREST member" a person who has been admitted to CREST as a
system-member (as defined in the CREST Regulations)
"CREST member account ID" the identification code or number
attached to a member account in CREST
"CREST participant" a person who is, in relation to CREST, a system-participant (as defined in the CREST Regulations)
"CREST participant ID" shall have the meaning given in the CREST
Manual
"CREST payment" shall have the meaning given in the CREST
Manual
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755) as amended from time to time
"CREST sponsor" a CREST participant admitted to CREST as a CREST
sponsor
"CREST sponsored member" a CREST member admitted to CREST as a
CREST sponsored member
"Enlarged Share Capital" the issued share capital of the Company
immediately after Admission as enlarged by the issue and allotment
of the Placing Shares, Subscription Shares and the Open Offer
Shares
"Excess Application Facility" the arrangement under which
Qualifying Shareholders may apply for any number of Open Offer
Shares in excess of their own Open Offer Entitlement
"Excess CREST Open in respect of each Qualifying Shareholder the
entitlement (in addition
Offer Entitlement " to their own Open Offer Entitlement) to
apply for Open Offer Shares pursuant to the Excess Application
Facility
"Existing Ordinary Shares" the issued share capital of the
Company as at the date of this document, being 37,508,065 Ordinary
Shares
"Euroclear" Euroclear UK & International Limited
"Financial Conduct the Financial Conduct Authority (and its
predecessor, the Financial
Authority " or "FCA" Services Authority) in its capacity as the
competent authority for the purposes of Part VI of FSMA
"Form of Proxy" the enclosed form of proxy for use by
Shareholders in connection with the General Meeting
"FSMA" the Financial Services and Markets Act 2000 (as
amended)
"Fundraising" the Placing, the Subscription and the Open
Offer
"General Meeting" the general meeting of the Company to be held
at 10.00 a.m. on 6 January 2023 (or any reconvened meeting
following any adjournment of the general meeting), notice of which
is set out in this document
"IHT" Improved Harness Technology(TM) , being flexible
multilayer printed circuit boards of unlimited length
"Issue Price" 1 pence per New Ordinary Share
"London Stock Exchange" London Stock Exchange plc
"Money Laundering Regulations" the money laundering and
terrorist financing provisions of the Criminal Justice Act 1993,
the Terrorism Act 2000, the Proceeds of Crime Act 2002, the
Terrorism Act 2006 and the Money Laundering Regulations 2007, the
Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017
"New Ordinary Shares" the new Ordinary Shares, being ordinary
shares of GBP0.01 each to be issued by the Company pursuant to the
Fundraising
"Notice" or "Notice of the notice of the General Meeting set out
in this document General Meeting"
"Open Offer" the offer to Qualifying Shareholders, being an
invitation to apply for Open Offer Shares on the terms and
conditions set out in this document and, where applicable, the
Application Form
"Open Offer Entitlement" an entitlement of a Qualifying
Shareholder pursuant to the Open Offer to apply for 1 Open Offer
Share for every 0.250054 Existing Ordinary Shares held by them at
the Record Date
"Open Offer Shares" the 149,999,860 New Ordinary Shares which
are the subject of the Open Offer
"Ordinary Shares" existing ordinary shares of 4 pence each in
the share capital of the Company
"Overseas Shareholders" shareholders who are resident in or a
citizen of a country outside the United Kingdom
"Placees" subscribers for the Placing Shares
"Placing" the conditional placing by finnCap, as agent of and on
behalf of the Company, of the Placing Shares on behalf of the
Company on the terms and subject to the conditions contained in the
Placing Agreement
"Placing Agreement" the conditional placing agreement dated 14
December 2022 between the Company and finnCap relating to the
Placing
"Placing Shares" the New Ordinary Shares to be issued to Placees
pursuant to the Placing
"Proposals" the Placing, Subscription and the Open Offer and
other matters contained in this document
"Prospectus Rules" the rules made by the FCA under Part VI of
FSMA in relation to offers of transferable securities to the public
and admission of transferable securities to trading on a regulated
market
"Qualifying CREST Shareholders" Qualifying Shareholders holding
Existing Ordinary Shares in uncertificated form via CREST
"Qualifying non-CREST Qualifying Shareholders holding Existing
Ordinary Shares in
Shareholders " certificated form
"Qualifying Shareholders" shareholders whose Ordinary Shares are
on the register on the Record Date with the exception of Overseas
Shareholders
"Resolutions" the resolutions to be proposed at the General
Meeting, as set out in the Notice of General Meeting
"Restricted Jurisdiction" United States of America, Canada,
Australia, Japan, New Zealand and the Republic of South Africa and
any other jurisdiction where the extension or availability of the
Fundraising would breach any applicable law
"Shareholders" holders of Ordinary Shares
"Stevenage Circuits" Stevenage Circuits Limited, a subsidiary of
Trackwise Designs plc, company registered number 01059497.
"Subscriber" the subscriber for the Subscription Shares pursuant
to the Subscription
"Subscription" the subscription of 300,000 New Ordinary Shares
by the Subscriber pursuant to the Subscription Letter
"Subscription Letter" the conditional subscription letter dated
14 December 2022 between the Company and the Subscriber in
connection with the Subscription
"Subscription Shares" the 300,000 New Ordinary Shares allotted
and to be issued pursuant to the Subscription Letter
"Stock account" an account within a member's account in CREST to
which a holding of a particular share or other security in CREST is
credited
"uncertificated" or "in recorded on the register of members of
the Company as being held
uncertificated form " in uncertificated form in CREST and title
to which, by virtue of the CREST Regulations, may be transferred by
means of CREST
"United Kingdom" or "UK" the United Kingdom of Great Britain and
Northern Ireland
"UK Listing Authority" the FCA acting in its capacity as the
competent authority for the purposes of Part VI of FSMA
"United States" or "US" the United States of America
"Warrant Exercise Period" the period of three years from the
date of Admission
"Warrant Instrument" the instrument creating the Warrants, to be
approved at General Meeting
"Warrants" warrants to subscribe for New Ordinary Shares,
details of which are set out in this document
"GBP", "pounds sterling", "penny" UK pounds sterling, the lawful
currency of the United Kingdom or "pence"
Important information
This Announcement is for information purposes only and does not
itself constitute an offer or invitation to underwrite, subscribe
for or otherwise acquire or dispose of any securities in the
Company and does not constitute investment advice.
Neither this Announcement nor any copy of it may be taken or
transmitted, published or distributed, directly or indirectly, in
or into the United States, Australia, New Zealand, Canada, Japan,
the Republic of South Africa or the Republic of Ireland or to any
persons in any of those jurisdictions or any other jurisdiction
where to do so would constitute a violation of the relevant
securities laws of such jurisdiction. Any failure to comply with
this restriction may constitute a violation of the securities laws
of any state or territory of the United States, Australia, New
Zealand, Canada, Japan, the Republic of South Africa or the
Republic of Ireland. The distribution of this Announcement in other
jurisdictions 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 these restrictions may constitute a
violation of the securities laws of any such jurisdiction. Neither
this Announcement nor any part of it nor the fact of its
distribution shall form the basis of or be relied on in connection
with or act as an inducement to enter into any contract or
commitment whatsoever.
In particular, the Placing Shares have not been and will not be
registered under the US Securities Act, or under the securities
laws or with any securities regulatory authority of any state or
other jurisdiction of the United States, and accordingly the
Placing Shares may not be offered, sold, pledged or transferred,
directly or indirectly, in, into or within the United States except
pursuant to an exemption from the registration requirements of the
US Securities Act and the securities laws of any relevant state or
other jurisdiction of the United States. There is no intention to
register any portion of the Placing in the United States or to
conduct a public offering of securities in the United States or
elsewhere.
finnCap is authorised and regulated in the United Kingdom by the
FCA and is acting as nominated adviser and Broker to the Company in
respect of the Placing. finnCap is acting for the Company and for
no-one else in connection with the Placing, and will not be
treating any other person as its client in relation thereto, and
will not be responsible for providing the regulatory protections
afforded to its customers nor for providing advice in connection
with the Placing or any other matters referred to herein and apart
from the responsibilities and liabilities (if any) imposed on
finnCap, as the case may be, by FSMA, any liability therefor is
expressly disclaimed. Any other person in receipt of this
Announcement should seek their own independent legal, investment
and tax advice as they see fit.
Forward-looking statements
This Announcement contains statements about the Company that
are, or may be deemed to be, "forward-looking statements".
All statements, other than statements of historical facts,
included in this Announcement may be forward-looking statements.
Without limitation, any statements preceded or followed by, or that
include, the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "should", "anticipates",
"estimates", "projects", "would", "could", "continue" or words or
terms of similar substance or the negative thereof, are
forward-looking statements. Forward-looking statements include,
without limitation, statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects and (ii) business and
management strategies and the expansion and growth of the
operations of the Company.
These forward-looking statements are not guarantees of future
performance. These forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which
each will operate in the future. Investors should not place undue
reliance on such forward-looking statements and, save as is
required by law or regulation (including to meet the requirements
of the AIM Rules for Companies, the Prospectus Rules, the FSMA
and/or MAR), does not undertake any obligation to update publicly
or revise any forward-looking statements (including to reflect any
change in expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based).
All subsequent oral or written forward-looking statements
attributed to the Company or any persons acting on their behalf are
expressly qualified in their entirety by the cautionary statement
above. All forward-looking statements contained in this
Announcement are based on information available to the Directors at
the date of this Announcement, unless some other time is specified
in relation to them, and the posting or receipt of this
Announcement shall not give rise to any implication that there has
been no change in the facts set forth herein since such date.
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THE ANNOUNCEMENT REGARDING THE PLACING (THE
"ANNOUNCEMENT") AND THE TERMS AND CONDITIONS SET OUT HEREIN ("TERMS
AND CONDITIONS") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY
ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND
DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES
OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN
ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS
REGULATION"); (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 WHICH FORMS
PART OF DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018 (THE "UK PROSPECTUS REGULATION") WHO ALSO (I) FALL WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT
PROFESSIONALS); (II) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER;
OR (C) PERSONS TO WHOM THEY MAY OTHERWISE LAWFULLY BE COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THE ANNOUNCEMENT AND THE TERMS AND CONDITIONS AND THE
INFORMATION THEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS
WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THE ANNOUNCEMENT
AND/OR THE TERMS AND CONDITIONS MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THE
TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS
AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE ANNOUNCEMENT
AND THE TERMS AND CONDITIONS DO NOT THEMSELVES CONSTITUTE AN OFFER
FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN TRACKWISE DESIGNS
PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH
ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF
THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. 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 PLACING SHARES IS
BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THE ANNOUNCEMENT AND THE TERMS AND CONDITIONS ARE RESTRICTED AND
ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
THE REPUBLIC OF IRELAND, AUSTRALIA, NEW ZEALAND, CANADA, THE
REPUBLIC OF SOUTH AFRICA, OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
The distribution of the Announcement and/or the Terms and
Conditions and/or the Placing and/or issue of the Placing Shares in
certain jurisdictions may be restricted by law. No action has been
taken by the Company, the Bookrunner or any of its respective
affiliates, agents, directors, officers or employees that would
permit an offer of the Placing Shares or possession or distribution
of the Announcement and/or the Terms and Conditions 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 the Announcement and/or these Terms and
Conditions come are required by the Company and the Bookrunner to
inform themselves about and to observe any such restrictions.
The Announcement and these Terms and Conditions or any part of
them are for information purposes only and do 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, the Republic of Ireland, Australia, New Zealand,
Canada, the Republic of South Africa or Japan 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.
In the United Kingdom, the Announcement and these Terms and
Conditions are being directed solely at persons in circumstances in
which section 21(1) of the Financial Services and Markets Act 2000
(as amended) (the "FSMA") does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of the
Announcement and these Terms and Conditions or the Circular. Any
representation to the contrary is a criminal offence in the United
States. The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offering in compliance
with the securities laws of any state, province or territory of
Australia, New Zealand, Canada, the Republic of Ireland, the
Republic of South Africa or Japan. Accordingly, the Placing Shares
may not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, New Zealand, the Republic of
Ireland, the United States, Canada, the Republic of South Africa or
Japan or any other jurisdiction in which such offer, sale, re-sale
or delivery would be unlawful.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of the Announcement (or any part of it) and/or these Terms
and Conditions should seek appropriate advice before taking any
action.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II ("MiFID II Delegated Directive"); and (c) local
implementing measures, (including insofar as MiFID II and the MiFID
II Delegated Directive constitute retained EU law (as defined in
section 6(7) of the European Union (Withdrawal) Act 2018) in the
United Kingdom) ("Retained MiFID Provisions") (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 the Placing Shares are: (i) compatible
with an end target market of (a) retail investors, (b) investors
who meet the criteria of professional clients and (c) eligible
counterparties, each as defined in MiFID II and the Retained MiFID
Provisions; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II or the Retained
MiFID Provisions (the "Target Market Assessment"). Notwithstanding
the Target Market Assessment, distributors should note that: the
price of the Placing Shares may decline and investors could lose
all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in
the Placing Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the bookrunner 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 the Retained MiFID Provisions; or
(b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
The Terms and Conditions should be read in their entirety.
Key Terms and Dates
In addition to the definitions set out at the end of these Terms
and Conditions, the following defined terms and dates are relevant
to these Terms and Conditions:
"Admission" means admission of the Placing Shares to
trading on AIM becoming effective as provided
in Rule 6 of the AIM Rules for Companies;
"Admission Date" means 8.00 a.m. on 9 January 2023 or such
later time as the Bookrunner may agree in
writing with the Company but in any event
no later than 5.30 p.m. on 27 January 2023;
-----------------------------------------------
"Issue Price" means 1 pence per Ordinary Share;
-----------------------------------------------
"Placing Shares" means up to 364,224,700 New Ordinary Shares
to be issued to Placees pursuant to the
Placing and which are proposed to be admitted
to trading on AIM on the Admission Date;
and
-----------------------------------------------
"Settlement Date" means the date the settlement of transactions
in the Placing Shares following Admission
will take place within the CREST system
(subject to certain exceptions) which is
expected to occur on 9 January 2023;
-----------------------------------------------
Details of the Placing Agreement and the Placing Shares
The Bookrunner has entered into the Placing Agreement with the
Company under which, on the terms and subject to the conditions set
out in the Placing Agreement, the Bookrunner, as agent for and on
behalf of the Company, has agreed to use its reasonable endeavours
to procure Placees for the Placing Shares at the Issue Price. The
Placing is not being underwritten in whole or in part by either the
Bookrunner or any other person.
The exact number of Placing Shares to be allocated and issued to
Placees shall be determined by the Bookrunner and the Company
following completion of the Bookbuild (as defined below).
The Placing Shares will, when issued, be subject to the
memorandum and articles of association of the Company and credited
as fully paid and will rank pari passu in all respects with the
existing issued Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid in respect
of such Ordinary Shares on or after the date of issue of the
Placing Shares.
Accelerated bookbuilding process
Commencing today, the Bookrunner will be conducting an
accelerated bookbuilding process to determine demand for
participation in the Placing by Placees (the "Bookbuild"). The
Announcement gives details of the terms and conditions of, and the
mechanics of participation in, the Placing. However, the Bookrunner
will be entitled to effect the Placing by such alternative method
to the Bookbuild as they may, after consultation with the Company,
determine.
A bid in the Bookbuild will be made on these Terms and
Conditions which are attached to the Announcement and will be
legally binding on the Placee on behalf of which it is made and,
except with the Bookrunner's consent, will not be capable of
variation or revocation after the Recorded Commitment has
concluded.
The book will open with immediate effect. The final number of
Placing Shares to be issued pursuant to the Placing will be agreed
by the Bookrunner 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 at the absolute
discretion of the Bookrunner, in consultation with the Company. The
Bookrunner reserves the right increase the Placing and will inform
the Placees as soon as soon reasonably practicable.
To the fullest extent permissible by law, neither:
(a) the Bookrunner;
(b) any of its respective affiliates, agents, advisers,
directors, officers, consultants or employees; nor
(c) to the extent not contained within (a) or (b), any person
connected with the Bookrunner as defined in the FSMA ((b) and (c)
being together "affiliates" and individually an "affiliate" of the
Bookrunner),
shall have any liability (including to the extent permissible by
law, any fiduciary duties) to Placees or to any other person
whether acting on behalf of a Placee or otherwise. In particular
neither the Bookrunner nor any of its respective affiliates shall
have any liability (including, to the extent legally permissible,
any fiduciary duties), in respect of their conduct of the Bookbuild
or of such alternative method of effecting the Placing as the
Bookrunner may determine.
By participating in the Placing (such participation up to an
agreed maximum level to be confirmed in and evidenced by either (i)
a recorded telephone call or (ii) email correspondence, in either
case between representatives of the Bookrunner to whom the Placee's
commitment is given and the relevant Placee (a "Recorded
Commitment")), each Placee will be deemed to have read and
understood the Announcement and these Terms and Conditions in their
entirety, to be participating and acquiring Placing Shares on these
Terms and Conditions and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings
contained in these Terms and Conditions.
In particular, each such Placee irrevocably represents,
warrants, undertakes, agrees and acknowledges (amongst other
things) severally to the Company and the Bookrunner that:
1. it is a Relevant Person and 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:
(d) it is a Qualified Investor within the meaning of Article
2(e) of the UK Prospectus Regulation; and
(e) 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 or in circumstances in which the prior
consent of the Bookrunner has been given to the offer or resale;
or
(ii) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the UK
Prospectus Regulation as having been made to such persons; and
3. in the case of a Relevant Person in a member state of the EEA
(each, a "Relevant 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) 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 a Relevant State other than
Qualified Investors or in circumstances in which the prior consent
of the Bookrunner has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in a Relevant State other than Qualified Investors, 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 solely for its own account
or is acquiring the Placing Shares for an account with respect to
which it exercises sole investment discretion and has the authority
to make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in these
Terms and Conditions;
5. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) and
agrees to comply with the resale and transfer restrictions set out
in these Terms and Conditions; and
6. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 4 above) is outside the United
States acquiring the Placing Shares in offshore transactions as
defined in and in accordance with Regulation S under the Securities
Act.
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 Financial Conduct Authority
("FCA") in relation to the Placing or the Placing Shares and
Placees' commitments will be made solely on the basis of the
information contained in the Announcement and any information
publicly announced through a Regulatory Information Service (as
defined in the AIM Rules for Companies (the "AIM Rules")) by or on
behalf of the Company on or prior to the date of these Terms and
Conditions (the "Publicly Available Information") and subject to
any further terms set forth in writing in any contract note sent to
an individual Placee.
Each Placee, by participating in the Placing, agrees that the
content of the Announcement 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 the
Bookrunner or the Company or any other person and none of the
Bookrunner, the Company nor any other person acting on such
person's behalf nor any of their respective affiliates has or shall
have any liability for any Placee's decision to participate in the
Placing based on any other information, representation, warranty or
statement. Each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other
position of the Company in accepting a participation in the
Placing. No Placee should consider any information in the
Announcement or these Terms and Conditions to be legal, tax,
business or other advice. Nothing in this paragraph shall exclude
the liability of any person for fraudulent misrepresentation.
Application for admission to trading
Application(s) will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM.
It is expected that Admission will take place on the Admission
Date and that dealings in the Placing Shares on AIM will commence
at the same time.
Principal terms of the Placing
finnCap is acting as nominated adviser and sole broker to the
Placing, as agent for and on behalf of the Company.
Participation in the Placing is by invitation only and will only
be available to persons who may lawfully be, and are, invited by
the Bookrunner to participate. The Bookrunner and any of its
respective affiliates are entitled to participate in the Placing as
principal.
Each Placee will confirm the maximum number of Placing Shares it
is willing to acquire in a Recorded Commitment. Once they have made
a Recorded Commitment, each Placee will have an immediate,
separate, irrevocable and binding obligation, owed to the
Bookrunner (as agent for the Company), to subscribe and pay for, at
the Issue Price, the number of Placing Shares allocated to it, up
to the agreed maximum.
Each Placee's allocation (and whether such Placee participates
in the Placing) will be determined by the Bookrunner in their
discretion following consultation with the Company and will be
confirmed by the Bookrunner either orally or in writing via a
contract note after the Recorded Commitment has taken place.
Each Placee's commitment will be confirmed in and evidenced by a
Recorded Commitment. These Terms and Conditions will be deemed
incorporated into each contract which is entered into by way of a
Recorded Commitment and will be legally binding on the relevant
Placee(s) on behalf of whom the commitment is made with effect from
the end of the Recorded Commitment and, except with the
Bookrunner's prior written consent, will not be capable of
variation or revocation after such time. A contract note confirming
each Placee's allocation of Placing Shares will be sent to them
following the Recorded Commitment and the allocation process. These
Terms and Conditions shall be deemed incorporated into any such
contract note.
Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to the Bookrunner (as agent for the
Company), to pay to it (or as it may direct) in cleared funds an
amount equal to the product of the Issue Price and the number of
Placing Shares allocated to such Placee (subject always to such
Placee's agreed maximum).
The Bookrunner's reserve the right to scale back the number of
Placing Shares to be subscribed by any Placee in the event that the
Placing is oversubscribed. The Bookrunner also reserves the right
not to accept offers to subscribe for Placing Shares or to accept
such offers in part rather than in whole. The acceptance and, if
applicable, scaling back of offers shall be at the absolute
discretion of the Bookrunner (in consultation with the
Company).
Except as required by law or regulation, no press release or
other announcement will be made by the Bookrunner or the Company
using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written
consent (save as required by any law or regulation).
Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time on the basis explained below
under "Registration and settlement".
All obligations under the Placing will be subject to fulfilment
of the conditions referred to below under "Conditions of the
Placing" and to the Placing not being terminated on the basis
referred to below under "Termination of the Placing".
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.
Registration and settlement
By participating in the Placing, each Placee will be deemed to
agree that it will do all things necessary to ensure that delivery
and payment is completed as directed by the Bookrunner in
accordance with either the standing CREST or certificated
settlement instructions which they have in place with the
Bookrunner.
Settlement of transactions in the Placing Shares following
Admission will take place within the CREST system, subject to
certain exceptions. Settlement through CREST will be on a delivery
versus payment basis ("DVP") unless otherwise notified by the
Bookrunner and is expected to occur on the Settlement Date.
In the event of any difficulties or delays in the admission of
any Placing Shares to CREST or the use of CREST in relation to the
Placing, the Company and the Bookrunner may agree that the Placing
Shares (or any of them) should be issued in certificated form. The
Bookrunner reserves the right to require settlement for any of the
Placing Shares, and to deliver any of the Placing Shares to any
Placees, by such other means as it deems necessary if delivery or
settlement to any Placee is not practicable within the CREST system
or would not be consistent with regulatory requirements in the
jurisdiction in which a Placee is located.
Interest is chargeable daily on payments not received from
Placees on or before the due date in accordance with the
arrangements set out above, in respect of either CREST or
certificated deliveries, at the rate of 3 percentage points above
the prevailing base rate of Barclays Bank plc as determined by the
Bookrunner.
Each Placee is deemed to agree that if it does not comply with
these obligations, the Bookrunner may sell any or all of their
Placing Shares on their behalf and retain from the proceeds, for
the Bookrunner's own 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 Issue Price and for any stamp duty or stamp duty reserve
tax (together with any interest or penalties) which may arise upon
the sale of its Placing Shares on its behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, any
relevant contract note is copied and delivered immediately to the
relevant person within that organisation. Insofar as Placing Shares
are registered in a Placee's name or that of its nominee or in the
name of any person for whom a Placee is contracting as agent or
that of a nominee for such person, such Placing Shares should,
subject as provided below, be so registered free from any liability
to United Kingdom stamp duty or stamp duty reserve tax. Placees
will not be entitled to receive any fee or commission in connection
with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of the Bookrunner's under the Placing Agreement
are, and the Placing is, conditional upon, inter alia:
(a) the Resolutions being passed at the General Meeting;
(b) the warranties and undertakings contained in the Placing
Agreement ("Warranties") being true, accurate and not misleading
when made on the date of the Placing Agreement and at all times up
to Admission by reference to the facts and circumstances subsisting
at that time;
(c) the Company having fully performed its obligations under the
Placing Agreement to the extent that they fall to be performed
prior to Admission;
(d) the Bookrunner not having exercised its right to terminate the Placing Agreement; and
(e) Admission having become effective at or around the Admission Date;
(all conditions to the obligations of the Bookrunner included in
the Placing Agreement being together, the "conditions").
If any of the conditions is not fulfilled or, where permitted,
waived in accordance with the Placing Agreement within the stated
time periods (or such later time and/or date as the Company and the
Bookrunner may agree), or the Placing Agreement is terminated in
accordance with its terms, the Placing (or such part of it as may
then remain to be completed) will lapse and the Placee's rights and
obligations shall cease and terminate at such time and each Placee
agrees that no claim can be made by or on behalf of the Placee (or
any person on whose behalf the Placee is acting) in respect
thereof.
By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Placing" below and will not be capable of rescission or termination
by it.
The Bookrunner may, in its absolute discretion (but acting
together) and upon such terms as it thinks fit, waive fulfilment of
all or any of the conditions in the Placing Agreement in whole or
in part, or extend the time provided for fulfilment of one or more
conditions, save that certain conditions (including the condition
relating to Admission referred to in paragraph (e) above) may not
be waived. Any such extension or waiver will not affect Placees'
commitments as set out in these Terms and Conditions.
The Bookrunner may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither the Bookrunner nor any of its respective affiliates,
agents, advisers, directors, officers or employees nor the Company
shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of
any decision any of them may make as to whether or not to waive or
to extend the time and/or date for the satisfaction of any
condition to the Placing (or any part thereof) nor for any decision
any of them may make as to the satisfaction of any condition or in
respect of the Placing generally (or any part thereof) and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of the Bookrunner.
Termination of the Placing
Save as set out below, the Bookrunner may, in its absolute
discretion, by notice to the Company, terminate the Placing
Agreement at any time up to Admission if, inter alia, it is of the
opinion, in its absolute discretion, that any of the following has
occurred and it is, as a result of such matter, inappropriate to
proceed with the Placing:
(a) any statement contained in the Circular or any other
document or announcement issued or published by or on behalf of the
Company in connection with the Placing ("Issue Documents") has
become untrue, inaccurate or misleading or any matter has arisen
which would, if the Issue Documents were issued at that time,
constitute a material omission from the Issue Documents or any of
them;
(b) any of the Warranties was untrue, inaccurate or misleading
when made and/or that any of the Warranties has ceased to be true
or accurate or has become misleading at any time prior to
Admission, in each case by reference to the facts and circumstances
subsisting at that time;
(c) the Company has not complied or cannot comply with any of
its obligations under the Placing Agreement or otherwise relating
to the Placing and Admission (to the extent that such obligations
fall to be complied with prior to Admission);
(d) there has occurred any material adverse change in the
financial position or prospects of the Company (or its group on a
consolidated basis); or
(e) there has occurred any change in national or international
financial, monetary, market (including fluctuations in exchange
rates), industrial, economic, legal or political conditions or
there has occurred or been a material worsening of any
international or national crisis, civil unrest, act of terrorism or
outbreak of hostilities which is material in the context of the
Placing.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in these Terms and Conditions shall cease and
terminate at such time and no claim can be made by any Placee in
respect thereof.
By participating in the Placing, each Placee agrees with the
Company and the Bookrunner that the exercise by the Company or the
Bookrunner of any right of termination or any other right or other
discretion under the Placing Agreement shall be within the absolute
discretion of the Company or the Bookrunner or for agreement
between the Company and the Bookrunner (as the case may be) and
that neither the Company nor the Bookrunner need make any reference
to such Placee and that none of the Company, the Bookrunner nor any
of its respective affiliates, agents, advisers, directors, officers
or employees shall have any liability to such Placee (or to any
other person whether acting on behalf of a Placee or otherwise)
whatsoever in connection with any such exercise.
By agreeing with a Bookrunner (as agent of the Company) to
subscribe for Placing Shares under the Placing, a Placee (and any
person acting on a Placee's behalf) will irrevocably acknowledge
and confirm and warrant and undertake to, and agree with, each of
the Company and the Bookrunner, in each case as a fundamental term
of such Placee's application for Placing Shares and of the
Company's obligation to allot and/or issue any Placing Shares to it
or at its direction, that its rights and obligations in respect of
the Placing (or any part of it) will terminate only in the
circumstances described above and under the "Conditions of the
Placing" section above and will not be capable of rescission or
termination by it in any other circumstances.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) represents, warrants, acknowledges,
undertakes, confirms and agrees (for itself and for any such
prospective Placee) that (save where the Bookrunner expressly
agrees in writing to the contrary):
1. it has read and understood the Announcement and these Terms
and Conditions in their entirety and its acquisition of 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 Admission, the Placing, the
Company, the Placing Shares or otherwise, other than the
information contained in the Announcement and the Publicly
Available Information;
2. it has not received a prospectus or other offering document
in connection with the Placing and acknowledges that no prospectus
or other offering document:
(a) is required under any applicable law; or
(b) has been or will be prepared in connection with the Placing
and, in particular, that the Subscription and Open Offer
referred to in the Announcement and the Circular relating thereto
are separate from the Placing and do not form part of any offer or
agreement concerning the Placing and/or any Placing Shares
(although do not prohibit the Placees from participating in the
Open Offer should they choose to do so);
3. 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 and the
Market Abuse Regulation (EU Regulation No. 596/2014 which forms
part of domestic law pursuant to the European Union (Withdrawal)
Act 2018) ("UK MAR")), which includes a description of the nature
of the Company's business and the Company's most recent statement
of financial position and statement of total comprehensive income
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;
4. it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial position
and other aspects of the Company in accepting a participation in
the Placing and neither the Bookrunner nor the Company nor any of
their respective affiliates, agents, advisers, directors, officers
or employees nor any person acting on behalf of any of them has
provided, and will not provide, it with any material regarding the
Placing Shares or the Company or any other person other than the
information in the Announcement and these Terms and Conditions or
the Publicly Available Information; nor has it requested the
Bookrunner, the Company, any of their respective affiliates,
agents, advisers, directors, employees or officers or any person
acting on behalf of any of them to provide it with any such
information;
5. neither the Bookrunner nor any person acting on behalf of it
nor any of their respective affiliates, agents, directors, officers
or employees has or shall have any liability for any Publicly
Available Information, or any representation relating to the
Company, provided that nothing in these Terms and Conditions
excludes the liability of any person for any fraudulent
misrepresentation made by that person;
6. the only information on which it is entitled to rely on and
on which it has relied in committing to acquire the Placing Shares
is contained in the Announcement and the Publicly Available
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and it
has made its own assessment of the Company, the Placing Shares and
the terms of the Placing based on the Announcement and the Publicly
Available Information;
7. neither the Bookrunner nor any of its respective affiliates,
agents, directors, officers or employees have made any
representation or warranty to it, express or implied, with respect
to the Company, the Placing or the Placing Shares or the accuracy,
completeness or adequacy of the Announcement, the Circular or the
Publicly Available Information;
8. it has conducted its own investigation of the Company, the
Placing and the Placing Shares, satisfied itself that the
information is still current and relied on that investigation for
the purposes of its decision to participate in the Placing;
9. it has not relied on any investigation that the Bookrunner or
any person acting on its behalf may have conducted with respect to
the Company, the Placing or the Placing Shares;
10. the contents of the Announcement, the Circular and the other
Publicly Available Information as well as any information made
available (in written or oral form) in presentations or as part of
roadshow discussions with investors relating to the Company (the
"Information") has been prepared by and is exclusively the
responsibility of the Company and neither the Bookrunner nor any
persons acting on their behalf is responsible for or has or shall
have any liability for any such Information, or for any
representation, warranty or statement relating to the Company
contained therein nor will they be liable for any Placee's decision
to participate in the Placing based on any Information or any
representation, warranty or statement contained therein or
otherwise;
11. it has the funds available to pay for the Placing Shares
which it has agreed to acquire and acknowledges and agrees that it
will pay the total subscription amount in accordance with the
Announcement and these Terms and Conditions by the due time and
date set out herein, failing which the relevant Placing Shares may
be placed with other Placees or sold at such price as the
Bookrunner determines;
12. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in these Terms and Conditions)
under those laws or otherwise and complied with all necessary
formalities to enable it to enter into the transactions
contemplated hereby and to perform its obligations in relation
thereto and, in particular, if it is a pension fund or investment
company it is aware of and acknowledges it is required to comply
with all applicable laws and regulations with respect to its
acquisition of Placing Shares;
13. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are acquired will not be, a
resident of, or with an address in, or subject to the laws of,
Australia, New Zealand, the Republic of Ireland, Canada, the
Republic of South Africa or Japan, and it acknowledges and agrees
that the Placing Shares have not been and will not be registered or
otherwise qualified under the securities legislation of Australia,
New Zealand, the Republic of Ireland, Canada, the Republic of South
Africa or Japan and may not be offered, sold, or acquired, directly
or indirectly, within those jurisdictions;
14. it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the Securities Act;
15. it understands that the Placing Shares have not been, and
will not be, registered under the Securities Act and may not be
offered, sold or resold in or into or from the United States except
pursuant to an effective registration under the Securities Act, or
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
accordance with applicable state securities laws; and no
representation is being made as to the availability of any
exemption under the Securities Act for the reoffer, resale, pledge
or transfer of the Placing Shares;
16. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the Securities Act;
17. it will not distribute, forward, transfer or otherwise
transmit the Announcement or these Terms and Conditions and/or the
Circular or any part of them, 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;
18. neither the Bookrunner, its respective affiliates and/or any
person acting on behalf of any of them is making any
recommendations to it or advising it regarding the suitability of
any transactions it may enter into in connection with the Placing
and that participation in the Placing is on the basis that it is
not and will not be a client of either of the Bookrunner and that
the Bookrunner has no duties or responsibilities to it for
providing the protections afforded to its clients or for providing
advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
19. it will make payment to the Bookrunner for the Placing
Shares allocated to it in accordance with these Terms and
Conditions on or by Settlement Date, failing which the relevant
Placing Shares may be placed with others on such terms as the
Bookrunner determines in its absolute discretion without liability
to the Placee and it will remain liable for any shortfall below the
net proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties due pursuant
to the terms set out or referred to in these Terms and Conditions)
which may arise upon the sale of such Placee's Placing Shares on
its behalf;
20. its Recorded Commitment to acquire Placing Shares will
represent a maximum number of Placing Shares which it may be
required to subscribe for, and that following the allocation
process the Bookrunner may call upon it to subscribe for a lower
number of Placing Shares (if any), but in no event in aggregate
more than the aforementioned maximum;
21. no action has been or will be taken by any of the Company,
the Bookrunner or any person acting on behalf of the Company or the
Bookrunner that would, or is intended to, permit a public offer of
the Placing Shares in the United States or in any country or
jurisdiction where any such action for that purpose is
required;
22. the person who it specifies for registration as holder of the Placing Shares will be:
(a) the Placee; or
(b) a nominee of the Placee, as the case may be;
23. neither the Bookrunner nor the Company will be responsible
for any liability to stamp duty or stamp duty reserve tax resulting
from a failure to observe the above requirement. Each Placee and
any person acting on behalf of such Placee agrees to acquire
Placing Shares pursuant to the Placing and agrees to indemnify the
Company and the Bookrunner in respect of the same on the basis that
the Placing Shares will be allotted to a CREST stock account of the
Bookrunner or transferred to a CREST stock account of the
Bookrunner who will hold them as nominee on behalf of the Placee
until settlement in accordance with its standing settlement
instructions with it;
24. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and it is not participating in the Placing as
nominee or agent for any person or persons to whom the allocation,
allotment, issue or delivery of Placing Shares would give rise to
such a liability;
25. if it is within the United Kingdom, it and any person acting
on its behalf (if within the United Kingdom) falls within Article
19(5) and/or 49(2) of the Order and undertakes that it will
acquire, hold, manage and (if applicable) dispose of any Placing
Shares that are allocated to it for the purposes of its business
only;
26. 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
the FSMA or an offer to the public in any other member state of the
EEA within the meaning of the UK Prospectus Regulation, or an offer
to the public in any Relevant State within the meaning of the EU
Prospectus Regulation;
27. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that neither the Announcement, these Terms and Conditions
nor the Circular has been or will be approved by the Bookrunner 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;
28. it has complied and it will comply with all applicable laws
in any jurisdiction with respect to anything done by it or on its
behalf in relation to the Placing Shares (including all relevant
provisions of the FSMA and UK MAR in respect of anything done in,
from or otherwise involving the United Kingdom);
29. the Placing Shares acquired by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to any person save
in circumstances in which the express prior written consent of the
Bookrunner has been given to the offer or resale;
30. if it has received any inside information (for the purposes
of UK MAR and/or section 56 of the Criminal Justice Act 1993 or
other applicable law) about the Company in advance of the Placing,
it has not:
(a) dealt (or attempted to deal) in the securities of the Company;
(b) encouraged, recommended or induced another person to deal in
the securities of the Company; or
(c) unlawfully disclosed such information to any person, prior
to the information being made publicly available;
31. neither the Bookrunner, the Company nor any of their
respective affiliates, agents, advisers, directors, officers or
employees nor any person acting on behalf of the Bookrunner or the
Company or their respective affiliates, agents, advisers,
directors, officers or employees nor any person acting on behalf of
any of them is making any recommendations to it, advising it
regarding the suitability of any transactions it may enter into in
connection with the Placing nor providing advice in relation to the
Placing nor in respect of any representations, warranties,
acknowledgements, agreements, undertakings, or indemnities
contained in the Placing Agreement nor the exercise or performance
of the Bookrunner's rights and obligations thereunder including any
rights to waive or vary any conditions or exercise any termination
right;
32. either the Bookrunner and its respective affiliates, acting
as an investor for its or their own account(s), may bid or
subscribe for and/or purchase Placing Shares and, in that capacity,
may retain, purchase, offer to sell or otherwise deal for its or
their own account(s) in the Placing Shares, any other securities of
the Company or other related investments in connection with the
Placing or otherwise. Accordingly, references in these Terms and
Conditions and/or the Announcement to the Placing Shares being
offered, subscribed, acquired or otherwise dealt with should be
read as including any offer to, or subscription, acquisition or
dealing by, the Bookrunner and/or any of its respective affiliates
acting as an investor for its or their own account(s). Neither the
Bookrunner nor the Company intend to disclose the extent of any
such investment or transaction otherwise than in accordance with
any legal or regulatory obligation to do so;
33. it:
(a) has complied, and will comply, with its obligations in
connection with money laundering and terrorist financing under the
Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism
Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 (in each case
as amended);
(b) is not a person:
(i) with whom transactions are prohibited under the US Foreign
Corrupt Practices Act of 1977 or any economic sanction programmes
administered by, or regulations promulgated by, the Office of
Foreign Assets Control of the U.S. Department of the Treasury;
(ii) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or
(iii) subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the
United Nations or other applicable law,
(all such statutes, rules and regulations referred to in this
paragraph 33 together, the "Regulations") and if making payment on
behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third
party as required by the Regulations and has obtained all
governmental and other consents (if any) which may be required for
the purpose of, or as a consequence of, such purchase, and it will
provide promptly to the Bookrunner such evidence, if any, as to the
identity or location or legal status of any person which it may
request from it in connection with the Placing (for the purpose of
complying with the Regulations or ascertaining the nationality of
any person or the jurisdiction(s) to which any person is subject or
otherwise) in the form and manner requested by the Bookrunner on
the basis that any failure by it to do so may result in the number
of Placing Shares that are to be acquired by it or at its direction
pursuant to the Placing being reduced to such number, or to nil, as
the Bookrunner may decide at its sole discretion;
34. in order to ensure compliance with the Regulations, the
Bookrunner (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 the
Bookrunner or the Company's registrars, as applicable, of evidence
of identity, definitive certificates in respect of the Placing
Shares may be retained at the Bookrunner's absolute discretion or,
where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at the Bookrunner's or the
Company's registrars', as the case may be, absolute discretion. If
within a reasonable time after a request for verification of
identity the Bookrunner (for itself and as agent on behalf of the
Company) or the Company's registrars have not received evidence
satisfactory to them, either the Bookrunner 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;
35. its commitment to acquire Placing Shares on the Terms and
Conditions 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 any
Bookrunner's conduct of the Placing;
36. neither of the Bookrunnernor any of its respective
affiliates, agents, advisers, directors, officers or employees
makes any representation in respect of or shall have any
responsibility for the tax treatment that any Placee may receive or
expect in relation to their investment in Placing Shares;
37. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of acquiring the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
38. it irrevocably appoints any duly authorised officer of the
Bookrunner 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 which it agrees to acquire upon these Terms and
Conditions;
39. the Company, the Bookrunner and others (including each of
their respective affiliates, agents, advisers, directors, officers
and employees) will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
agreements, which are given to each of the Bookrunner on their own
behalf and on behalf of the Company and are irrevocable;
40. it is acting as principal only in respect of the Placing or,
if it is acquiring the Placing Shares as a fiduciary or agent for
one or more investor accounts, it is duly authorised to do so and
it has full power and authority to make, and does make, the
foregoing representations, warranties, acknowledgements, agreements
and undertakings on behalf of each such accounts;
41. time is of the essence as regards its obligations under these Terms and Conditions;
42. 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 the Bookrunner;
43. the Placing Shares will be issued subject to these Terms and Conditions; and
44. these Terms and Conditions and all documents into which
these Terms and Conditions are incorporated by reference or
otherwise validly forms a part and/or any agreements entered into
pursuant to these Terms and Conditions and all agreements to
acquire Placing Shares pursuant to the Placing will be governed by
and construed in accordance with English law and it submits to the
exclusive jurisdiction of the English courts in relation to any
claim, dispute (contractual or otherwise) or matter 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 interest chargeable thereon) may be
taken by the Company or the Bookrunner 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.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, the Bookrunner and each of their respective affiliates,
agents, directors, officers and employees harmless from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such
Placee's behalf) in these Terms and Conditions or incurred by the
Bookrunner, the Company or any of their respective affiliates,
agents, directors, officers or employees arising from the
non-performance of the Placee's obligations as set out in these
Terms and Conditions, and further agrees that the provisions of
these Terms and Conditions shall survive after the completion of
the Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, direct by the Company. Such
agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement related to any other
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax and
neither the Company nor the Bookrunner shall be responsible for
such stamp duty or stamp duty reserve tax. If this is the case,
each Placee should seek its own advice and they should notify the
Bookrunner accordingly. In addition, Placees should note that they
will be liable for any capital duty, stamp duty and all other
stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties
relating thereto) payable outside the United Kingdom by them or any
other person on the acquisition by them of any Placing Shares or
the agreement by them to acquire any Placing Shares and each
Placee, or the Placee's nominee, in respect of whom (or in respect
of the person for whom it is participating in the Placing as an
agent or nominee) the allocation, allotment, issue or delivery of
Placing Shares has given rise to such non-United Kingdom stamp,
registration, documentary, transfer or similar taxes or duties
undertakes to pay such taxes and duties, including any interest and
penalties (if applicable), forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and the Bookrunner
in the event that any of the Company and/or the Bookrunner has
incurred any such liability to such taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in these Terms and Conditions are given to
the Bookrunner for itself and on behalf of the Company and are
irrevocable.
The Bookrunner is authorised and regulated by the FCA in the
United Kingdom and are acting exclusively for the Company and no
one else in connection with the Placing, and will not be
responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to their clients or
for providing advice in relation to the Placing or any other
matters referred to in these Terms and Conditions.
Each Placee and any person acting on behalf of the Placee
acknowledges that the Bookrunner does not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings, acknowledgements, agreements or
indemnities in the Placing Agreement.
The provisions of these Terms and Conditions may be varied,
waived or modified as regards specific Placees or on a general
basis by the Bookrunner provided always that such variation, waiver
or modification is not materially prejudicial to the interests of
the Company.
In the case of a joint agreement to acquire Placing Shares,
references to a "Placee" in these Terms and Conditions are to each
of such Placees and such joint Placees' liability is joint and
several.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that the Bookrunner may (at its absolute
discretion) satisfy its obligations to procure Placees by itself
agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with a Bookrunner, any money held in an account with the
Bookrunner 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 the
Bookrunner's money in accordance with the client money rules and
will be held by it under a banking relationship and not as
trustee.
In these Terms and Conditions any words following the terms
"including" , "include" , "in particular" , "for example" or any
similar expression shall be construed as illustrative and shall not
limit the sense of the words, description, definition, phrase or
term preceding those terms.
References to time in the Terms and Conditions are to London
time, unless otherwise stated.
All times and dates in these Terms and Conditions may be subject
to amendment. Placees will be notified of any changes.
No statement in the Announcement, these Terms and Conditions or
the Circular is intended to be a profit forecast or estimate, and
no statement in the Announcement, these Terms and Conditions or the
Circular should be interpreted to mean that earnings per share of
the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per
share of the Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued 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, these Terms and Conditions and/or the
Announcement.
DEFINITIONS
In this Announcement the following terms have the associated
meanings:
"Act" the Companies Act 2006 (as amended)
"Admission" means admission of the Placing Shares,
Subscription Shares and Open Offer Shares
to trading on AIM becoming effective
as provided in Rule 6 of the AIM Rules
for Companies
------------------------------------------------
"Admission Date" means 8.00 a.m. on 9 January 2023 or
such later time as the Bookrunner may
agree with the Company but in any event
no later than 8.00 a.m. on the Long
Stop Date
------------------------------------------------
"AIM" the AIM market operated by the London
Stock Exchange
------------------------------------------------
"AIM Rules for Companies" means the rules of AIM as set out in
the publication entitled "AIM Rules
for Companies" published by the London
Stock Exchange from time to time
------------------------------------------------
"Announcement" this announcement
------------------------------------------------
"Application Form" the personalised application form that
will be posted with the Circular for
use by Qualifying Shareholders in connection
with the Open offer
------------------------------------------------
"Bank" means finnCap
------------------------------------------------
"Bookbuild" an accelerated process conducted by
the Bank to determine demand for participation
in the Placing by Placees
------------------------------------------------
"Business Day" means a day (excluding Saturdays, Sundays
and statutory holidays) on which banks
are open for business in the City of
London
------------------------------------------------
"Circular" means the explanatory circular, in the
agreed form, to be issued by the Company
to Shareholders explaining, inter alia,
the Fundraising and incorporating the
notice of the General Meeting
------------------------------------------------
"Company" Trackwise Designs Plc registered in
England and Wales under number 03959572
whose registered office is at 1 Ashval
Alexandra Way, Ashchurch, Tewkesbury,
Gloucestershire, England GL20 8NB
------------------------------------------------
"CREST" the computerised settlement system to
facilitate transfer of the title to
an interest in securities in uncertificated
form operated by Euroclear
------------------------------------------------
"Directors" or "Board" the directors of the Company at the
date of this Announcement
------------------------------------------------
"Euroclear" Euroclear UK & International Limited
------------------------------------------------
"Existing Ordinary Shares" the 37,508,065 Ordinary Shares in issue
at the date of this Announcement;
------------------------------------------------
"finnCap" finnCap Ltd, a company incorporated
in England and Wales with company number
06198898, authorised and regulated by
the Financial Conduct Authority
------------------------------------------------
"Fundraising" means the Placing, the Subscription
and the Open Offer
------------------------------------------------
"General Meeting" means the general meeting of the Company
to be held at the 1 Ashvale, Alexandra
Way, Tewkesbury, Gloucestershire GL20
8NB on 6 January 2023 at 10:00 a.m.,
convened pursuant to the Notice of General
Meeting
------------------------------------------------
"Bookrunner" means finnCap
------------------------------------------------
"London Stock Exchange" London Stock Exchange plc
------------------------------------------------
"Long Stop Date" means 5.30 p.m. on 27 January 2023
------------------------------------------------
"New Ordinary Shares" together the Placing Shares, Subscription
Shares and the Open Offer Shares
------------------------------------------------
"Notice of General Meeting" the notice of the General Meeting contained
within the Circular
------------------------------------------------
"Open Offer" means the conditional invitation proposed
to be made by the Company to Qualifying
Shareholders to subscribe for the Open
Offer Shares
------------------------------------------------
"Open Offer Shares" means up to 149,999,860 New Ordinary
Shares which are to be the subject of
the Open Offer
------------------------------------------------
"Ordinary Shares" ordinary shares of GBP0.04 each in the
capital of the Company and following
the approval of the Capital Reorganisation
by the Shareholders the ordinary shares
of GBP0.001 each in the capital of the
Company
------------------------------------------------
"Placees" means the persons with whom Placing
Shares are placed pursuant to the Placing
------------------------------------------------
"Placing" the conditional placing of the Placing
Shares by the Bookrunner on behalf of
the Company at the Placing Price, in
accordance with the Placing Agreement
------------------------------------------------
"Placing Agreement" the conditional placing agreement relating
to the Placing of the Placing Shares
between the Company and the Bank
------------------------------------------------
"Placing Price" or "Issue 1 pence per New Ordinary Share
Price"
------------------------------------------------
"Placing Shares" the 364,224,700 New Ordinary Shares
to be conditionally placed for cash
with investors pursuant to the Placing
in accordance with the terms of the
Placing Agreement
------------------------------------------------
"Qualifying Shareholders" Shareholders whose Ordinary Shares are
on the register of members of the Company
at the close of business on the Record
Date with the exclusion (subject to
exemptions) of persons with a registered
address or located or resident outside
the United Kingdom
------------------------------------------------
"Record Date" close of business on 12 December 2022
------------------------------------------------
"Regulation S" Regulation S under the Securities Act
1933, as amended
------------------------------------------------
"Resolutions" the resolutions contained in the Notice
of General Meeting
------------------------------------------------
"Shareholders" holders of Ordinary Shares
------------------------------------------------
"Subscription" the private subscription at the Issue
Price by Charles Cattaneo, directly
with the Company for the Subscription
Shares pursuant to the Subscription
Letter
------------------------------------------------
"Subscription Letter" the letter to be entered into between
the Company and Charles Cattaneo
------------------------------------------------
"Subscription Shares" the 300,000 New Ordinary Shares which
are to be issued by the Company pursuant
to the Subscription
------------------------------------------------
"United States or US" the United States of America, its territories
and possessions, any state of the United
States and the District of Columbia
------------------------------------------------
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END
IOEEALALFFFAFEA
(END) Dow Jones Newswires
December 14, 2022 02:00 ET (07:00 GMT)
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