TIDMWATR
RNS Number : 2101S
Water Intelligence PLC
12 November 2021
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND FOR INFORMATION PURPOSES ONLY
AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, AND DOES NOT CONSTITUTE AN OFFER OF
SECURITIES FOR SALE IN, INTO OR FROM THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION, DISTRIBUTION,
OFFER OR SALE WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES
SECTION OF THIS ANNOUNCEMENT.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE MARKET ABUSE REGULATION (REGULATION 596/2014/EU) AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS
DEFINED IN MAR) WERE TAKEN IN RESPECT OF THE PLACING AND OTHER
MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION AS
PERMITTED BY MAR. UPON PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN. THEREFORE, UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THOSE PERSONS WHO RECEIVED INSIDE
INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF
INSIDE INFORMATION RELATING TO THE COMPANY AND ITS SECURITIES.
12 November 2021
Water Intelligence plc
("Water Intelligence" or the "Company" or the "Group")
Proposed placing by way of an accelerated bookbuild to raise at
least GBP10 million
Water Intelligence, a leading multinational provider of
non-invasive leak detection and remediation services for both
potable and non-potable water, today announces its intention to
conduct a placing (the "Placing") to raise gross proceeds of at
least GBP10 million of new ordinary shares in the capital of the
Company (the "Placing Shares") to institutional investors at a
placing price of 1,200 pence per Placing Share (the "Placing
Price").
The Placing will be conducted in accordance with the terms and
conditions set out in the Appendix to this announcement through an
accelerated bookbuild process (the "Bookbuild") which will be
launched immediately following release of this placing announcement
(the "Announcement"). RBC Europe Limited (trading as "RBC Capital
Markets") is acting as lead bookrunner whilst Dowgate Capital
Limited ("Dowgate") and WH Ireland Limited ("WH Ireland") are
acting as joint bookrunners in connection with the Placing
(collectively the "Joint Bookrunners").
Use of Proceeds
The fundraising will be used to accelerate the Company's growth
strategy of building a "One-Stop-Shop" water infrastructure
platform.
Proceeds will primarily be used for the continued re-acquisition
of American Leak Detection ("ALD") franchises (the "Franchise
Buy-Backs"). The Company may also use a portion of the proceeds for
bolt-on acquisitions and to finance additional training
centres.
-- Franchise Buy-Backs: The Company has identified four
near-term franchise targets representing revenues of over $10
million in aggregate. The Franchise Buy-Backs are expected to be
EPS accretive. The four franchise targets identified will enlarge
ALD's regional hubs creating scale, operational efficiencies and
broadening the Company's offerings in the United States in the
Northwest, Southern California, the Midwest and the South.
Strengthening the Company's regional hubs enables it to leverage
corporate marketing and management to assist with franchise
growth.
-- Bolt-on acquisitions: A pipeline of potential near-term
bolt-on acquisition opportunities has also been identified by the
Company which will enable it to add capability to its water value
chain.
-- Training centres: The Company may also use the proceeds of
the capital raising to finance additional training centres to add
technicians and trucks for scalable organic growth from each
location given Salesforce implementation.
Details of the Placing
The Bookbuild will open with immediate effect following release
of this Announcement and is expected to close no later than 4.30
p.m. on the date of this Announcement. However, the final number of
Placing Shares, the timing of the closing of the Bookbuild and
allocations are at the discretion of the Company and the Joint
Bookrunners.
Should the level of demand through the Bookbuild be
significantly greater than the GBP10 million target, certain
Directors and/or senior management of the Company may be prepared
to sell a limited number of ordinary shares to help meet such
demand.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing ordinary shares
of the Company, including the right to receive all dividends and
other distributions declared, made or paid after the date of
issue.
The Placing is also subject to the conditions and termination
rights set out in the placing agreement between the Company and the
Joint Bookrunners (the "Placing Agreement"). Further details of the
Placing Agreement can be found in the terms and conditions
contained in the Appendix to this Announcement.
The Placing does not require any shareholder approval.
Application will be made for the Placing Shares to be admitted to
trading on the AIM market ("AIM") of London Stock Exchange plc (the
"London Stock Exchange"), ("Admission"). It is expected that
settlement for the Placing Shares and Admission will take place at
8.00 a.m. on or around 17 November 2021. The Placing is
conditional, among other things, upon Admission becoming effective
and the Placing Agreement not being terminated in accordance with
its terms.
Your attention is drawn to the detailed terms and conditions of
the Placing described in the Appendix to this Announcement (which
forms part of this Announcement). This Announcement should be read
in its entirety. In particular, you should read and understand the
information provided in the "Important Notices" section of this
Announcement . By choosing to participate in the Placing and by
making an oral and legally binding offer to acquire Placing Shares,
investors will be deemed to have read and understood this
Announcement in its entirety (including the Appendix) and to be
making such offer on the terms and subject to the conditions in it,
and to be providing the representations, warranties and
acknowledgements contained in the Appendix. In particular,
investors should read and understand the information provided in
the "Important information for invited Placees only regarding the
Placing" section of this Announcement.
The Placing Price of 1,200 pence per share represents a discount
of 4.00 per cent. to the closing price of 1,250 pence per existing
ordinary share on 11 November 2021 (being the last business day
prior to this Announcement).
Enquiries
Water Intelligence plc
Patrick DeSouza, Executive Chairman Tel: +1 203 654
5426
RBC Capital Markets - Lead Bookrunner and
Joint Broker
Jill Li Tel: +44 (0) 207
653 4000
Elizabeth Evans
Max Avison
Dowgate Capital Limited - Joint Bookrunner Tel: +44 (0) 203
and Joint Broker 903 7715
Stephen Norcross
WH Ireland Limited - Joint Bookrunner, NOMAD Tel: +44 (0) 207
and Joint Broker 220 1666
Adrian Hadden
Notes to Editors
About Water Intelligence
Water Intelligence plc (AIM: WATR.L) is a leading multinational
provider of precision, minimally-invasive leak detection and
remediation solutions for both potable and non-potable water.
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND 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:
(1) 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 " PROSPECTUS REGULATION"); (2) IF IN THE UNITED
KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE
PROSPECTUS REGULATION AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE
OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED (THE "UK
PROSPECTUS REGULATION"), WHO (A) FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL
WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; (3) PERSONS TO
WHOM THE ANNOUNCEMENT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL
SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN WATER INTELLIGENCE 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 WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR 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 OF THE UNITED STATES ONLY IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT ("REGULATION S") AND
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR
ELSEWHERE.
THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE
RESPONSIBILITY OF THE COMPANY. THIS ANNOUNCEMENT (INCLUDING THE
APPIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
The distribution of this Announcement 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
Joint Bookrunners or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and the Joint Bookrunners to inform
themselves about and to observe any such restrictions.
Neither this Announcement nor any part of it constitutes or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia (the "United States" or
the "U.S.")), Australia, Canada, Japan or the Republic of South
Africa or any other jurisdiction in which the same would be
unlawful. No public offering of the Placing Shares is being made in
any such jurisdiction.
All offers of the Placing Shares will be made pursuant to
exemptions under the Prospectus Regulation or the UK Prospectus
Regulation from the requirement to produce a prospectus. In the
United Kingdom, this Announcement is being directed solely at
persons in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 (as amended) does not require the
approval of the relevant communication by an authorised person.
The Placing Shares have not been approved or disapproved by the
U.S. Securities and Exchange Commission (the "SEC"), 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
this Announcement. 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 offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making an oral and legally binding offer to acquire Placing Shares
will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in the Appendix.
This Announcement may contain, and the Company may make, verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global
economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
respective affiliates operate, the effect of volatility in the
equity, capital and credit markets on the Company's profitability
and ability to access capital and credit, a decline in the
Company's credit ratings; the effect of operational risks; and the
loss of key personnel. As a result, the actual future financial
condition, performance and results of the Company may differ
materially from the plans, goals and expectations set forth in any
forward-looking statements. Forward-looking statements contained in
this Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. Undue reliance should not be placed on
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in
this Announcement to reflect any changes in the Company's
expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is
based.
Each of RBC Capital Markets, WH Ireland and Dowgate are
authorised and regulated by the Financial Conduct Authority (the
"FCA") in the United Kingdom and are acting exclusively for the
Company and no one else in connection with the Placing, and RBC
Capital Markets, WH Ireland and Dowgate 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 this
Announcement. Each Placee should consult with its own advisers as
to the legal, tax, business and other features and consequences of
an investment in Placing Shares.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by the Joint Bookrunners or by any of their
respective affiliates or agents as to, or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected or received 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 the AIM
market of the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Information to Distributors
UK product governance
Solely for the purposes of Paragraph 3.2.7R regarding the
responsibilities of UK Manufacturers under the product governance
requirements contained within Chapter 3 of the FCA Handbook
Production Intervention and Product Governance Sourcebook (the "UK
Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the UK Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that such securities are: (i) compatible with an end
target market of investors who meet the criteria of retail
investors, investors who meet the criteria of professional clients
and eligible counterparties, each as defined in the UK Product
Governance Requirements; and (ii) eligible for distribution through
all distribution channels as are permitted by UK Product Governance
Requirements (the "UK Target Market Assessment"). Notwithstanding
the UK Target Market Assessment, distributors (for the purposes of
UK Product Governance Requirements) should note that: (a) the price
of the Placing Shares may decline and investors could lose all or
part of their investment; (b) the Placing Shares offer no
guaranteed income and no capital protection; and (c) 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 UK 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 UK Target Market
Assessment, the Joint Bookrunners will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapter 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the Placing
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
EEA product governance
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures in the European
Economic Area (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 the MiFID II Product Governance Requirements; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "EEA Target Market Assessment").
Notwithstanding the EEA 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 EEA 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
EEA Target Market Assessment, the Joint Bookrunners will only
procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the EEA Target Market Assessment
does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares determining
appropriate distribution channels.
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. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") 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:
(1) IF IN A MEMBER STATE OF THE EEA, QUALIFIED INVESTORS AS DEFINED
IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE " PROSPECTUS
REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMED (THE "UK PROSPECTUS REGULATION"),
WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE
"ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE
49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; OR (3) PERSONS TO WHOM THE
ANNOUNCEMENT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
WATER INTELLIGENCE 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 WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR 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.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
The distribution of this Announcement 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
Joint Bookrunners or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and the Joint Bookrunners to inform
themselves about and to observe any such restrictions.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Australia, Canada,
Japan or the Republic of South Africa or any other jurisdiction in
which the same would be unlawful. No public offering of the Placing
Shares is being made in any such jurisdiction.
All offers of the Placing Shares will be made pursuant to
exemptions under the Prospectus Regulation or the UK Prospectus
Regulation from the requirement to produce a prospectus. In the
United Kingdom, this Announcement is being directed solely at
persons in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 (as amended) (the "FSMA") does not
require the approval of the relevant communication by an authorised
person.
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 this
Announcement. 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, Canada, Japan or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
By participating in the Placing, each Placee will be deemed to
have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the
terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things) to the
Company and the Joint Bookrunners that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business; and
2. in the case of:
i. a Relevant Person in a member state of the EEA who acquires
any Placing Shares pursuant to the Placing:
a) it is a Qualified Investor within the meaning of Article
2(1)(e) of the Prospectus Regulation; and
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
Prospectus Regulation:
i. the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Member State other than
Qualified Investors or in circumstances in which the prior written
consent of the Joint Bookrunners has been given to the offer or
resale; or
ii. where Placing Shares have been acquired by it on behalf of
persons in any Relevant Member State other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Regulation as having been made to such
persons; and
ii. a Relevant Person in the UK who acquires any Placing Shares pursuant to the Placing:
a) it is a Qualified Investor within the meaning of Article 2(e)
of the UK Prospectus Regulation; and
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
UK Prospectus Regulation:
iii. 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 UK other than Qualified
Investors or in circumstances in which the prior written consent of
the Joint Bookrunners has been given to the offer or resale; or
iv. where Placing Shares have been acquired by it on behalf of
persons in the UK 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. it is acquiring the Placing Shares 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 this
Announcement; and
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
5. 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 3 above) is either:
i. outside the United States and is acquiring the Placing Shares
in "offshore transactions" as defined in and in accordance with
Regulation S; or
ii. acquiring the Placing Shares pursuant to one or more
exemptions 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.
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the
Placing or the Placing Shares and Placees' commitments will be made
solely on the basis of the information contained in this
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 this Announcement (the "Publicly Available
Information") and subject to any further terms set forth in the
contract note to be sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement 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
Joint Bookrunners or the Company or any other person and none of
the Joint Bookrunners, 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 this
Announcement to be legal, tax or business advice. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners have today entered into a placing
agreement (the "Placing Agreement") with the Company under which,
on the terms and subject to the conditions set out in the Placing
Agreement, the Joint Bookrunners as agents for and on behalf of the
Company, have agreed to use their reasonable endeavours to procure
Placees for the Placing Shares. The Placing is not being
underwritten by the Joint Bookrunners or any other person.
The number of Placing Shares will be determined following
completion of the Bookbuild (as defined below) as set out in this
Announcement.
The Placing Shares will, when issued, be subject to the 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 of GBP0.01 each ("Ordinary Shares") in the capital of the
Company, including the right to receive all dividends and other
distributions declared, made or paid in respect of such Ordinary
Shares after the date of issue of the Placing Shares.
Bookbuild
The Joint Bookrunners will today commence an accelerated
bookbuilding process (the "Bookbuild") to determine demand for
participation in the Placing by potential Placees at the Placing
Price (as defined below).
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will
be paid to Placees or by Placees in respect of any Placing
Shares.
The Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their sole discretion, determine.
Application for admission to trading
Application 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 at 8.00 a.m. on or
around 17 November 2021 and that dealings in the Placing Shares on
AIM will commence at the same time.
Principal terms of the Placing
1. RBC Capital Markets is acting as lead bookrunner and WH
Ireland and Dowgate are acting as joint bookrunners to the Placing,
together as agents for and on behalf of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by RBC Capital
Markets, WH Ireland and/or Dowgate to participate. The Joint
Bookrunners and any of their respective affiliates are entitled to
participate in the Placing as principal.
3. The Bookbuild will establish the number of Placing Shares to
be issued at the Placing Price. The number of Placing Shares will
be announced following the close of the Bookbuild pursuant to
paragraph 8 below.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone to their usual contact at RBC
Capital Markets, WH Ireland and/or Dowgate (as applicable). Each
bid should state the number of Placing Shares which the prospective
Placee wishes to subscribe for or purchase at the Placing Price.
Bids may be scaled down by RBC Capital Markets, WH Ireland and/or
Dowgate (as applicable) on the basis referred to in paragraph 9
below.
5. The Bookbuild is expected to close no later than 4.30 pm on
the date of this Announcement. The Company reserves the right to
reduce or seek to increase the amount to be raised pursuant to the
Placing, in its absolute discretion and the Joint Bookrunners
reserve the right to extend the time for closing of the
Bookbuild.
6. Each Placee's allocation will be agreed between the Joint
Bookrunners and the Company and confirmed to Placees orally, or by
email, by RBC Capital Markets, WH Ireland and/or Dowgate (as
applicable) following the close of the Bookbuild and a contract
note or electronic trade confirmation will be dispatched as soon as
practicable thereafter. The terms of this Appendix will be deemed
incorporated in that contract note.
7. Each Placee's allocation and commitment to subscribe for
Placing Shares will be made on the terms and subject to the
conditions in this Appendix and will be an irrevocable legally
binding commitment on the Placee on behalf of which it is made and
except with RBC Capital Markets, WH Ireland and/or Dowgate's
consent (as applicable) will not be capable of variation or
revocation after the time at which RBC Capital Markets, WH Ireland
and/or Dowgate (as applicable) makes its confirmation by way of
contract note or electronic trade confirmation. It is expected that
such trade confirmation will be despatched on the trade date, which
is expected to be 12 November 2021. Each Placee will have an
immediate, separate, irrevocable and binding obligation, owed to
RBC Capital Markets, WH Ireland and/or Dowgate (as applicable 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 Placing Price
and the number of Placing Shares such Placee has agreed to acquire,
and the Company has agreed to allot and issue to that Placee.
8. The Company will make a further announcement following the
close of the Bookbuild detailing the number of Placing Shares to be
issued at the Placing Price.
9. Subject to paragraphs 4 and 5 above, the Joint Bookrunners
may choose not to accept bids and/or to accept bids, either in
whole or in part, on the basis of allocations determined at their
discretion (after consultation with the Company) and may scale down
any bids for this purpose on such basis as it may determine. RBC
Capital Markets, WH Ireland and Dowgate may also, notwithstanding
paragraphs 4 and 5 above, subject to the prior consent of the
Company, allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time.
10. Except as required by law or regulation, no press release or
other announcement will be made by RBC Capital Markets, WH Ireland,
Dowgate or the Company using the name of any Placee (or its agent),
in its capacity as Placee (or agent), other than with such Placee's
prior written consent.
11. Irrespective of the time at which a Placee's allocation(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".
12. 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".
13. By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
14. To the fullest extent permissible by law and applicable FCA rules, none of:
a. RBC Capital Markets;
b. WH Ireland;
c. Dowgate;
d. any of their affiliates, agents, directors, officers, consultants or employees; nor
e. to the extent not contained within (a) to (d) any person
connected with RBC Capital Markets, WH Ireland or Dowgate as
defined in the FSMA ((d) and (e) being together "affiliates" and
individually an "affiliate" of RBC Capital Markets, WH Ireland or
Dowgate),
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,
none of RBC Capital Markets, WH Ireland, Dowgate nor any of their
respective affiliates shall have any liability (including, to the
extent permissible by law, any fiduciary duties) in respect of RBC
Capital Markets, WH Ireland and Dowgate's conduct of the Placing or
of such alternative method of effecting the Placing as RBC Capital
Markets, WH Ireland, Dowgate and the Company may agree.
Registration and settlement
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a contract note or
electronic trade confirmation which will confirm the number of
Placing Shares allocated to them, the Placing Price and the
aggregate amount owed by them to RBC Capital Markets, WH Ireland
and/or Dowgate (as applicable). It is expected that such trade
confirmation will be despatched on the trade date, which is
expected to be 12 November 2021.
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 RBC Capital Markets, WH Ireland and/or Dowgate (as
applicable) in accordance with either the standing CREST or
certificated settlement instructions which they have in place with
RBC Capital Markets, WH Ireland and/or Dowgate (as applicable).
Settlement of transactions in the Placing Shares (ISIN:
GB00BZ973D04) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST
will be on a T+3 basis unless otherwise notified by RBC Capital
Markets, WH Ireland and/or Dowgate and is expected to occur on 17
November 2021 (the "Settlement Date") in accordance with the
contract notes. Settlement will be on a delivery versus payment
basis. However, in the event of any difficulties or delays in the
admission of the Placing Shares to CREST or the use of CREST in
relation to the Placing, the Company, RBC Capital Markets, WH
Ireland and Dowgate may agree that the Placing Shares should be
issued in certificated form. RBC Capital Markets, WH Ireland and
Dowgate reserve the right to require settlement for the Placing
Shares, and to deliver the Placing Shares to Placees, by such other
means as it deems necessary if delivery or settlement to Placees is
not practicable within the CREST system or would not be consistent
with regulatory requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above the prevailing base rate of
Barclays Bank plc as determined by RBC Capital Markets, WH Ireland
and Dowgate.
Each Placee is deemed to agree that if it does not comply with
these obligations, RBC Capital Markets, WH Ireland and/or Dowgate
(as applicable) may sell any or all of their Placing Shares on
their behalf and retain from the proceeds, for RBC Capital Markets,
WH Ireland's and Dowgate'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 Placing 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. Legal
and/or beneficial title in and to any Placing Shares shall not pass
to the relevant Placee until such time as it has fully complied
with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional 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 Joint Bookrunners under the Placing
Agreement are, and the Placing is, conditional upon, inter
alia:
a) none of the representations, warranties and undertakings on
the part of the Company contained in the Placing Agreement (as
defined in the Placing Agreement) being untrue or inaccurate on the
date on which the Placing Agreement is signed or Admission, by
reference to the facts and circumstances then subsisting;
b) the Company complying with its obligations under the Placing
Agreement to the extent that they fall to be performed on or before
Admission;
c) the Company having allotted or transferred, subject only to
Admission, the Placing Shares in accordance with the Placing
Agreement; and
d) Admission having become effective at 8.00 a.m. on or around
17 November 2021 or such later time as the Joint Bookrunners may
agree with the Company,
(all conditions to the obligations of the Joint Bookrunners
included in the Placing Agreement being together, the
"conditions").
If any of the conditions set out in the Placing Agreement 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 Joint Bookrunners may
agree), or the Placing Agreement is terminated in accordance with
its terms, the Placing 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.
RBC Capital Markets, WH Ireland and Dowgate may, in their
absolute discretion and upon such terms as they think 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 those certain conditions including the
condition relating to Admission referred to in paragraph (d) above
which may not be waived. Any such extension or waiver will not
affect Placees' commitments as set out in this Appendix.
The Joint Bookrunners may terminate the Placing Agreement in
certain circumstances, details of which are set out below.
None of RBC Capital Markets, WH Ireland, Dowgate nor any of
their respective affiliates, agents, 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 nor for any decision
any of them may make as to the satisfaction of any condition or in
respect of the Placing generally and by participating in the
Placing each Placee agrees that any such decision is within the
absolute discretion of the Joint Bookrunners.
Termination of the Placing
RBC Capital Markets, WH Ireland and Dowgate may, in their
absolute discretion, by notice to the Company, terminate the
Placing Agreement at any time up to Admission if, inter alia:
a) there has been a material breach of the warranties given to them;
b) there has been a material adverse change;
c) any statement contained in this Announcement, or any other
document or announcement issued or published by or on behalf of the
Company in connection with the Placing is or has become or has been
discovered to be untrue or inaccurate in any material respect or
misleading in any material respect; or
d) in the opinion of RBC Capital Markets, WH Ireland and
Dowgate, there has been a force majeure event.
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 this Announcement 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, RBC Capital Markets, WH Ireland and Dowgate that:
a) the exercise by the Company, RBC Capital Markets, WH Ireland
or Dowgate 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 and the Joint Bookrunners or for
agreement between the Company, RBC Capital Markets, WH Ireland and
Dowgate (as the case may be);
b) none of the Company, RBC Capital Markets, WH Ireland nor
Dowgate need make any reference to such Placee;
c) none of the Company, RBC Capital Markets, WH Ireland, Dowgate
nor any of their respective affiliates, agents, 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; and
d) the Placee has no rights against RBC Capital Markets, WH
Ireland, Dowgate, the Company or any of their respective officers,
directors or employees under the Placing Agreement pursuant to the
Contract (Rights of Third Parties) Act 1999.
By participating in the Placing, each Placee agrees that its
rights and obligations 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
after the issue by RBC Capital Markets, WH Ireland and/or Dowgate
(as applicable) of a contract note confirming each Placee's
allocation and commitment in the Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) represents, warrants, acknowledges
and agrees (for itself and for any such prospective Placee) that
(save where RBC Capital Markets, WH Ireland and/or Dowgate (as
applicable) expressly agrees in writing to the contrary):
1. it has read and understood this Announcement in its entirety
and that its acquisition of the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained herein and that 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 this
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 the Prospectus Regulation or the UK Prospectus Regulation; and
b) has been or will be prepared in connection with the Placing;
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, which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss account
and that it is able to obtain or access such information without
undue difficulty, and is able to obtain access to such information
or comparable information concerning any other publicly traded
company, without undue difficulty;
4. it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and none of RBC Capital Markets, WH Ireland, Dowgate nor the
Company nor any of their respective affiliates, agents, 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 this Announcement or the Publicly
Available Information; nor has it requested RBC Capital Markets, WH
Ireland, Dowgate, the Company, any of their respective affiliates,
agents, directors, employees or officers or any person acting on
behalf of any of them to provide it with any such information;
5. none of RBC Capital Markets, WH Ireland, Dowgate nor any
person acting on behalf of either of them nor any of their
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
this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
6.
a) the only information on which it is entitled to rely on and
on which it has relied in committing to subscribe for the Placing
Shares is contained in the 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 Publicly Available Information;
b) none of RBC Capital Markets, WH Ireland, Dowgate, nor the
Company (nor any of their respective affiliates, agents, directors,
officers and 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
Publicly Available Information;
c) 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; and
d) it has not relied on any investigation that RBC Capital
Markets, WH Ireland, Dowgate or any person acting on its behalf may
have conducted with respect to the Company, the Placing or the
Placing Shares;
7. the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that none of RBC Capital Markets,
WH Ireland, Dowgate nor any persons acting on its behalf is
responsible for or has or shall have any liability for any
information, representation, warranty or statement relating to the
Company contained in this Announcement or the Publicly Available
Information nor will they be liable for any Placee's decision to
participate in the Placing based on any information,
representation, warranty or statement contained in this
Announcement, the Publicly Available Information or otherwise.
Nothing in this Appendix shall exclude any liability of any person
for fraudulent misrepresentation;
8. it is not, and at the time the Placing Shares are acquired
will not be, a resident of Australia, Canada, the Republic of South
Africa or Japan;
9. the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares, and the Placing Shares have
not been approved or disapproved by the SEC, under the securities
laws of the United States, or any state or other jurisdiction of
the United States, Australia, Canada, the Republic of South Africa
or Japan and, subject to certain exceptions, may not be offered,
sold, taken up, renounced or delivered or transferred, directly or
indirectly, within the United States, Australia, Canada, Japan or
the Republic of South Africa or in any country or jurisdiction
where any such action for that purpose is required;
10. it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe and acknowledges and agrees that
it will pay the total subscription amount in accordance with the
terms of this Announcement on 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 RBC Capital Markets, WH Ireland
and Dowgate determine;
11. 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 this Appendix) 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 subscription for Placing
Shares;
12. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed will not be
subject to the laws of Australia, Canada, Japan or the Republic of
South Africa, 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, Canada,
Japan or the Republic of South Africa and may not be offered, sold,
or acquired, directly or indirectly, within those
jurisdictions;
13. it and the beneficial owner of the Placing Shares either:
a. 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; or
b. is acquiring the Placing Shares pursuant to one or more
exemptions 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;
14. 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;
15. 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;
16. it understands that:
a) the Placing Shares are "restricted securities" within the
meaning of Rule 144(a)(3) under the Securities Act;
b) no representation has been made as to the availability of the
exemption provided by Rule 144, Rule 144A or any other exemption
under the Securities Act for the reoffer, resale, pledge or
transfer of Placing Shares; and
c) it will not deposit the Placing Shares in a depositary
receipt programme in the United States or for U.S. persons (as
defined in the Securities Act);
17. it will not offer, sell, transfer, pledge or otherwise
dispose of any Placing Shares except:
a) in an offshore transaction in accordance with Rules 903 or 904 of Regulation S; or
b) pursuant to another exemption from registration under the Securities Act, if available,
and in each case in accordance with all applicable securities
laws of the states of the United States and other
jurisdictions;
18. it acknowledges and understands that the Company and the
Joint Bookrunners will rely upon the truth and accuracy of the
foregoing acknowledgements, representations and agreements and
agrees that if any of such acknowledgements, representations or
agreements made by it are no longer accurate, it shall promptly
notify the Company and the Joint Bookrunners, and if it is
acquiring any Placing Shares as a fiduciary or agent for one or
more accounts, it represents that it has sole investment discretion
with respect to each such account and that it has full power to
make the foregoing acknowledgements, representations and agreements
on behalf of each such account;
19. it and any account for which it is acting became aware of
the Placing, and the Placing Shares were offered to it and each
account for which it is acting (if any), solely by means of direct
contact between it and the Company, and not by any other means. It
and any account for which it is acting did not become aware of the
Placing, and the Placing Shares were not offered to it or any
account for which it is acting, by means of:
a) any form of "general solicitation" or "general advertising"
within the meaning of Rule 502(c) of Regulation D under the
Securities Act;
b) any public offering within the meaning of Section 4(a)(2) of the Securities Act; or
c) any directed selling efforts within the meaning of Rule 902(c) of Regulation S;
20. it understands that the Placing Shares are expected to be
issued to it through CREST but may be issued to it in certificated,
definitive form and acknowledges and agrees that the Placing Shares
will, to the extent they are delivered in certificated form, bear a
legend to the following effect unless agreed otherwise with the
Company:
"THESE SECURITIES 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 OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT
TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE
FOREGOING, THE SHARES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED
DEPOSITARY RECEIPT FACILITY IN RESPECT OF SHARES ESTABLISHED OR
MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF
THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE
FOREGOING RESTRICTIONS.";
21. it has not and will not distribute, forward, transfer or
otherwise transmit this Announcement or any part of it, or any
other presentational or other materials concerning the Placing or
the Placing Shares, in or into or from the United States (including
electronic copies thereof) to any person, or to any other person
whatsoever, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person, and will
not, and has not, duplicated or otherwise copied this Announcement
in any way for any further distribution or redistribution;
22. none of the Joint Bookrunners, their respective affiliates
and 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 RBC Capital Markets, WH Ireland or
Dowgate and that the Joint Bookrunners have 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;
23. it will make payment to RBC Capital Markets, WH Ireland
and/or Dowgate (as applicable) for the Placing Shares allocated to
it in accordance with the terms and conditions of this Announcement
on the due times and dates set out in this Announcement, failing
which the relevant Placing Shares may be placed with others on such
terms as RBC Capital Markets, WH Ireland and/or Dowgate (as
applicable) determine in their absolute discretion without RBC
Capital Markets, WH Ireland or Dowgate owing any liability to the
Placee and the Placee will remain liable for any shortfall below
the net proceeds of such sale and the placing proceeds of such
Placing Shares and may be required to bear any stamp duty or stamp
duty reserve tax (together with any interest or penalties due
pursuant to the terms set out or referred to in this Announcement)
which may arise upon the sale of such Placee's Placing Shares on
its behalf;
24. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Company may call upon it
to subscribe for a lower number of Placing Shares (if any), but in
no event in aggregate more than the aforementioned maximum;
25. no action has been or will be taken by any of the Company,
RBC Capital Markets, WH Ireland, Dowgate or any person acting on
behalf of the Company, RBC Capital Markets, WH Ireland or Dowgate
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;
26. 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.
27. The Joint Bookrunners and the Company will not be
responsible for any liability to stamp duty or stamp duty reserve
tax resulting from a failure to observe this requirement. Each
Placee and any person acting on behalf of such Placee agrees to
acquire Placing Shares pursuant to the Placing and agrees to
indemnify the Company, RBC Capital Markets, WH Ireland and Dowgate
in respect of the same on the basis that the Placing Shares will be
allotted to a CREST stock account of RBC Capital Markets, WH
Ireland and/or Dowgate (as applicable) or transferred to a CREST
stock account of RBC Capital Markets, WH Ireland and/or Dowgate (as
applicable) who will hold them as nominee on behalf of the Placee
until settlement in accordance with its standing settlement
instructions with it;
28. the allocation, allotment, issue and delivery or transfer 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 that it is not participating
in the Placing as nominee or agent for any person or persons to
whom the allocation, allotment, issue, delivery or transfer of
Placing Shares would give rise to such a liability;
29. 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
is a "professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
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;
30. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or in the EEA prior
to the expiry of a period of six months from Admission 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 the UK Prospectus Regulation or an
offer to the public in any member state of the EEA within the
meaning of the Prospectus Regulation ;
31. if it is within the EEA, it is a Qualified Investor as
defined in Article 2(e) of the Prospectus Regulation;
32. if it is within the UK, it is a Qualified Investor as
defined in Article 2(e) of the UK Prospectus Regulation;
33. 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 this Announcement has not been approved by RBC Capital
Markets, WH Ireland and Dowgate in their capacity as authorised
persons 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 financial promotion by an authorised person;
34. it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
in respect of anything done in, from or otherwise involving the
United Kingdom);
35. it represents and warrants that, if it is a financial
intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation or in Article 5(1) of the UK Prospectus
Regulation, the Placing Shares acquired by it in the Placing will
not be acquired on a non-discretionary basis on behalf of, nor will
they be acquired with a view to their offer or resale to, persons
in a member state of the EEA or the UK other than Qualified
Investors, or in circumstances in which the express prior written
consent of RBC Capital Markets, WH Ireland and/or Dowgate (as
applicable) has been given to the offer or resale;
36. if it has received any inside information about the Company
in advance of the Placing, it has not:
a) dealt in the securities of the Company;
b) relied on any such information in accepting its invitation to participate in the Placing;
c) encouraged or required another person to deal in the securities of the Company; or
d) disclosed such information to any person, prior to the
information being made publicly available;
37. none of RBC Capital Markets, WH Ireland, Dowgate, the
Company nor any of their respective affiliates, agents, directors,
officers or employees nor any person acting on behalf of RBC
Capital Markets, WH Ireland, Dowgate or their respective
affiliates, agents, directors, officers or employees 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 any of RBC Capital Markets, WH
Ireland's and Dowgate's rights and obligations thereunder including
any rights to waive or vary any conditions or exercise any
termination right;
38. RBC Capital Markets, WH Ireland, Dowgate and their
respective affiliates, acting as investors for 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 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 this 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,
RBC Capital Markets, WH Ireland, Dowgate and/or any of their
respective affiliates acting as investors for their own account(s).
None of RBC Capital Markets, WH Ireland, Dowgate 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;
39. (a) it has complied with and will continue to comply with
its obligations: (i) under the Criminal Justice Act 1993, Part VIII
of FSMA, and the Market Abuse Regulation (EU) No. 596/2014 (as it
forms part of United Kingdom domestic law by virtue of the European
Union (Withdrawal) Act 2018) ; and (ii) in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002 (as amended), the Terrorism Act 2000 (as amended), the
Terrorism Act 2006 and the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations 2017
and the Money Laundering Sourcebook of the FCA and any other
applicable law and (b) it is not a person: (i) with whom
transactions are prohibited under the United States 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
(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 it has obtained all governmental
and other consents (if any) which may be required for the purpose
of, or as a consequence of, such subscription or purchase, and it
will provide promptly to the Joint Bookrunners or the Company such
evidence, if any, as to the identity or location or legal status of
any person (including in relation to the beneficial ownership of
any underlying investor) which the Joint Bookrunners or the Company
may request from it in connection with the Placing (for the purpose
of complying with such Regulations or ascertaining the nationality
of any person or the jurisdiction(s) to which any person is subject
or otherwise or any other information as may be required to comply
with legal or regulatory requirements (including in particular
under the Regulations)) in the form and manner requested by the
Joint Brokers or the Company on the basis that any failure by it to
do so may result in the number of Placing Shares that are to be
purchased by it or at its direction pursuant to the Placing being
reduced to such number, or to nil, as the Joint Bookrunners may
decide at their sole discretion ;
40. in order to ensure compliance with the Regulations, RBC
Capital Markets, WH Ireland, and Dowgate (for themselves and as
agents on behalf of the Company) or the Company's registrars may,
in their absolute discretion, require verification of its identity
or location or legal status or nationality. Pending the provision
to RBC Capital Markets, WH Ireland, Dowgate or the Company's
registrars, as applicable, of evidence of identity, location, legal
status or nationality (as the case may be) definitive certificates
in respect of the Placing Shares may be retained at RBC Capital
Markets, WH Ireland and Dowgate's absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated
form may be delayed at RBC Capital Markets', WH Ireland's,
Dowgate'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, location, legal status or nationality
in the form and manner requested, RBC Capital Markets, WH Ireland
and Dowgate (for themselves and as agents on behalf of the Company)
or the Company's registrars have not received evidence satisfactory
to them, either the Joint Bookrunners and/or the Company may, at
their absolute discretion, terminate their 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;
41. acknowledges that its commitment to acquire Placing Shares
on the terms set out in this Announcement and in the contract note
will continue notwithstanding any amendment that may in future be
made to the terms and conditions of the Placing and that Placees
will have no right to be consulted or require that their consent be
obtained with respect to the Company's, RBC Capital Markets', WH
Ireland's or Dowgate's conduct of the Placing;
42. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and 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;
43. it irrevocably appoints any duly authorised officer of RBC
Capital Markets, WH Ireland and/or Dowgate (as applicable) as its
agent for the purpose of executing and delivering to the Company
and/or its registrars any documents on its behalf necessary to
enable it to be registered as the holder of any of the Placing
Shares for which it agrees to subscribe for upon the terms of this
Announcement;
44. the Company, RBC Capital Markets, WH Ireland, Dowgate and
others (including each of their respective affiliates, agents,
directors, officers and employees) will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements and agreements, which are given to RBC Capital
Markets, WH Ireland and Dowgate on its own behalf and on behalf of
the Company and are irrevocable;
45. if it is acquiring the Placing Shares as a fiduciary or
agent for one or more investor accounts, 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;
46. time is of the essence as regards its obligations under this Appendix.
47. 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 RBC Capital Markets, WH Ireland and/or
Dowgate (as applicable);
48. the Placing Shares will be issued subject to the terms and
conditions of this Appendix, and the obligation to subscribe is
legally binding on the Placee on behalf of which it is made and
except with RBC Capital Markets', WH Ireland's and Dowgate's
consent will not be capable of variation or revocation after the
time at which it is submitted; and
49. the terms and conditions contained in this Appendix and all
documents into which this Appendix is 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 or matter arising out of 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, RBC Capital Markets, WH
Ireland or Dowgate 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, RBC Capital Markets, WH Ireland, Dowgate and each of their
respective affiliates, agents, directors, officers and employees
(together "Indemnified Persons") harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such
Placee's behalf) in this Appendix or incurred by RBC Capital
Markets, WH Ireland, Dowgate, the Company or each of their
respective affiliates, agents, directors, officers or employees
arising from any breach of the Placee's obligations as set out in
this Announcement, and further agrees that the provisions of this
Appendix shall survive after the completion of the Placing.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given by the Placee
(and any person acting on such Placee's behalf) to RBC Capital
Markets, WH Ireland and Dowgate for themselves and on behalf of the
Company and their respective affiliates and are irrevocable.
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 or transfer 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 none of the Company, RBC Capital Markets, WH
Ireland nor Dowgate 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 RBC Capital Markets, WH
Ireland and/or Dowgate (as applicable) 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, RBC Capital
Markets, WH Ireland and Dowgate in the event that either the
Company, RBC Capital Markets, WH Ireland and/or Dowgate have
incurred any such liability to such taxes or duties.
RBC Capital Markets, WH Ireland and Dowgate are 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 RBC Capital Markets, WH Ireland and Dowgate will not
be responsible to anyone (including any Placees and any person
acting on any Placee's behalf) 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 this
Announcement.
Each Placee and any person acting on behalf of the Placee
acknowledges that RBC Capital Markets, WH Ireland and Dowgate do
not owe any fiduciary or other duties to any Placee or to any other
person (except the Company) in respect of any representations,
warranties, undertakings, acknowledgements, agreements or
indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that RBC Capital Markets, WH Ireland and
Dowgate may (at their absolute discretion and without any
obligation to do the same) satisfy their obligations to procure
Placees by themselves agreeing to become Placees 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 RBC Capital Markets, WH Ireland and/or Dowgate, any
money held in an account with RBC Capital Markets, WH Ireland
and/or Dowgate (as applicable) 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 FCA's
client money rules: as a consequence, this money will not be
segregated from RBC Capital Markets', WH Ireland's and/or Dowgate's
money (as applicable) in accordance with the client money rules and
will be held by it under a banking relationship and not as
trustee.
References to time in this Announcement are to London time,
unless otherwise stated.
All times and dates in this Announcement may be subject to
amendment. Placees will be notified of any changes.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected or received 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 the AIM
market of the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEFIFSELSLFLIL
(END) Dow Jones Newswires
November 12, 2021 02:00 ET (07:00 GMT)
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