TIDMWYN
RNS Number : 3759W
Wynnstay Group PLC
17 August 2022
AIM: WYN
17 August 2022
THIS ANNOUNCEMENT (INCLUDING THE APPIX) (TOGETHER "THIS
ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED
AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, NEW ZEALAND
OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE IN
THE APPIX TO THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT, INCLUDING THE APPIX, IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION,
SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO
SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
WYNNSTAY GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION WHERE TO
DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS
OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN
RESPECT OF WYNNSTAY GROUP PLC.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR,
YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE
APPIX WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF UK
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").
IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN
RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT,
WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.
WYNNSTAY GROUP PLC
("Wynnstay" or "the Group" or "the Company")
Proposed Equity Placing of c.GBP10.5m
Wynnstay, the agricultural supplies group, is pleased to
announce its intention to raise gross proceeds of c.GBP10.5
million, by means of a placing to institutional investors (the
"Placing"), using existing authorities.
The Company has been experiencing a strong trading backdrop,
supported by buoyant farmgate prices across most categories, which
has boosted farmer sentiment and farm investment. The Directors
have identified a number of opportunities to accelerate the growth
of the Company.
In particular, and as previously announced, the Company has the
opportunity to redevelop its site at Calne, acquired as part of the
Humphrey Feeds acquisition in March 2022, into a modern c.185,000
metric tonne capacity mill, manufacturing both poultry and ruminant
feed. Furthermore, the Company has a strong acquisition pipeline,
which it is actively assessing.
The Placing will be conducted through an accelerated
bookbuilding process (the "Bookbuild" or the "Bookbuilding
Process"), which will be launched immediately following this
Announcement. The timing of the closing of the Bookbuild and
allocations are at the absolute discretion of Shore Capital and the
Company. It is currently envisaged that the result of the Placing
will be announced tomorrow, Thursday, 18 August 2022 at 7 a.m..
Shore Capital is acting as nominated adviser, sole bookrunner
and sole broker in connection with the Placing.
Highlights
-- The Company has been experiencing a strong trading backdrop,
supported by buoyant farmgate prices across most categories, which
has boosted farmer sentiment and farm investment.
-- Use of Placing proceeds:
- redevelopment of the Calne feed facility; and
- future potential acquisitions by the Company, which may
include those that the Company is currently actively pursuing as
well as others that are identified in its acquisition pipeline.
-- Placing of new ordinary shares to raise c.GBP10.5m (gross),
with the Placing conducted via an accelerated bookbuild
process.
- Minimum Issue Price of 550 pence per share;
- The Placing Shares will rank pari passu with the existing Wynnstay ordinary shares; and
- Placing will be effected pursuant to the Company's existing shareholder authorities.
Gareth Davies, Chief Executive Officer of Wynnstay Group plc,
commented:
"We believe that this is an important fundraising for Wynnstay.
It will support both the planned redevelopment of the Calne feed
facility and assist with potential future acquisitions.
"While there are still challenges with cost inflation and supply
chain pressures, sector sentiment remains strong, and the
fundraising proceeds will enable us to accelerate growth
plans."
This Announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of United Kingdom domestic law by virtue of the European
Union (Withdrawal) Act 2018. In addition, market soundings (as
defined in MAR) were taken in connection with the Placing as a
result of which certain persons became aware of inside information
(as defined in MAR), as permitted by MAR. Therefore, upon the
publication of this Announcement via a Regulatory Information
Service, those persons that received such inside information in a
market sounding are no longer in possession of such inside
information relating to the Company and its securities. The person
responsible for arranging the release of this Announcement on
behalf of the Company is John Humphrey, General Counsel and Group
Company Secretary.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Information" section of this Announcement. Attention is
also drawn to the terms and conditions of the Placing (representing
important information for Placees only) in the Appendix to this
Announcement.
Enquiries:
Wynnstay Group plc Gareth Davies, Chief T: 01691 827
Executive 142
Paul Roberts, Finance
Director
KTZ Communications Katie Tzouliadis / Dan T: 020 3178
Mahoney 6378
Shore Capital (Nomad Stephane Auton / John T: 020 7408
and Broker) More 4090
PROPOSED EQUITY PLACING VIA AN ACCELERATED BOOKBUILDING
PROCESS
Rationale for the Placing and use of proceeds
The Company has been experiencing a strong trading backdrop,
supported by buoyant farmgate prices across most categories, which
has boosted farmer sentiment and farm investment.
The Directors have identified a number of opportunities to
accelerate the growth of the Company.
As previously announced, the Company has the opportunity to
redevelop the Calne site, acquired as part of the Humphrey Feeds
acquisition in March 2022, into a modern c.185,000 metric tonne
capacity mill, manufacturing both poultry and ruminant feed.
Planning permission is already in place.
The Board has appointed project consultants and designs are
being finalised before being put to tender. At the time of the
acquisition, the capital expenditure for the Calne redevelopment
was estimated at GBP13.0m although, with redesigns to improve
original plans as well as inflation, the ultimate cost of the
project is now likely to be higher than this original estimate.
The Company has an acquisition pipeline, which it is actively
assessing. The Company is in advanced discussions on two potential
acquisitions. One of the acquisitions is a potentially significant
transaction, which offers an excellent strategic fit.
A summary of the uses of the Placing proceeds is as follows:
-- redevelopment of the Calne facility, and
-- future potential acquisitions by the Company, which may
include those that the Company is currently actively pursuing as
well as others that are identified in its acquisition pipeline.
The two potential acquisitions referenced above are subject to
ongoing due diligence and negotiation, and there can be no
guarantee or certainty that they will complete.
Current Trading
In its interim results announcement, issued on 28 June 2022,
Wynnstay reported that trading conditions remain positive,
underpinned by firm farmgate prices, in line with management
expectations, and that the Board considered that Wynnstay was
well-positioned to achieve its growth objectives for the year.
Placing Information
The Company is proposing to raise gross proceeds of
approximately GBP10.5 million through a placing with institutional
investors (the "Placing") of new ordinary shares of 25p each in the
Company (the "Placing Shares"). It is intended that 1.9m Placing
Shares will be issued at a minimum price of 550 pence per share
("Issue Price"), pursuant to shareholder authority granted at the
Company's last AGM. Shore Capital is acting as nominated adviser,
sole bookrunner and sole broker in connection with the Placing.
The Placing will be non-pre-emptive and will be conducted by way
of an accelerated bookbuilding process (the "Bookbuild" or
"Bookbuilding process"), which will be launched immediately
following this Announcement, in accordance with the terms and
conditions set out in the Appendix below. The closing of the
Bookbuild and allocations are at the absolute discretion of Shore
Capital and the Company.
The Placing is conditional, inter alia, upon admission of the
Placing Shares to trading on AIM ("Admission"). Application has
been made to the London Stock Exchange for the Placing Shares to be
admitted to trading on AIM. It is expected that Admission of the
Placing Shares will occur on or around Monday, 22 August at 8.00am.
Admission is subject to the placing agreement becoming
unconditional in all respects (save only for Admission) and not
being terminated in accordance with its terms.
The Placing Shares issued pursuant to the Placing will, when
issued, be credited as fully paid and will rank pari passu in all
respects with the existing ordinary shares in Wynnstay, including
the right to receive all dividends and other distributions
declared, made or paid after their date of issue.
Expected Timetable
Opening of book Wednesday, 17 August 2022
at 4.45 p.m.
Result of the Placing announced Thursday, 18 August 2022
at 7.00 a.m.
Admission of the Placing Shares Monday, 22 August 2022
at 8.00 a.m.
Each of the times and dates above refer to London time and are
subject to change by the Company. Any such change will be notified
to shareholders by an announcement on a Regulatory Information
Service.
IMPORTANT INFORMATION
Shore Capital and Corporate Limited, which is authorised and
regulated by the FCA in the United Kingdom, is acting as nominated
adviser and Shore Capital Stockbrokers Limited, which is also
authorised and regulated by the FCA in the United Kingdom, is
acting as sole bookrunner and sole broker in connection with the
Placing (Shore Capital and Corporate Limited and Shore Capital
Stockbrokers Limited together being "Shore Capital").
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by Shore
Capital 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 therefore is expressly disclaimed.
This Announcement is released by Wynnstay Group Plc and contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) 596/2014 which forms part of UK law by virtue
of the European Union (Withdrawal) Act 2018 ("MAR"). It is
disclosed in accordance with the Company's obligations under
Article 17 of MAR. This Announcement is being made on behalf of the
Company by John Humphrey, General Counsel and Group Company
Secretary.
This Announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company. In particular, the Placing
Shares have not been, and will not be, registered under the United
States Securities Act of 1933 as amended or qualified for sale
under the laws of any state of the United States or under the
applicable laws of any of Canada, Australia, the Republic of South
Africa, Japan or New Zealand and, subject to certain exceptions,
may not be offered or sold in the United States or to, or for the
account or benefit of, US persons (as such term is defined in
Regulation S under the United States Securities Act of 1933) or to
any national, resident or citizen of Canada, Australia, the
Republic of South Africa, Japan or New Zealand.
The distribution or transmission of this Announcement and the
offering of the Placing Shares in certain jurisdictions other than
the UK may be restricted or prohibited by law or regulation.
Persons distributing this Announcement must satisfy themselves that
it is lawful to do so. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction. No action has been taken by the Company that
would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company to
inform themselves about, and to observe, such restrictions. In
particular, this Announcement may not be distributed, directly or
indirectly, in or into the United States, Canada, Australia, the
Republic of South Africa, Japan, New Zealand or any other
jurisdiction where the extension or availability of the Placing
would breach any applicable law (together the "Restricted
Jurisdictions" and each being a "Restricted Jurisdiction").
Shareholders with registered addresses, or who are citizens or
residents of, or incorporated in, countries outside of the United
Kingdom and any person (including, without limitation, nominees and
trustees), who have a contractual or other legal obligation to
forward this Announcement to a jurisdiction outside the UK should
seek appropriate advice before taking any action.
This Announcement includes "forward-looking statements" which
includes all statements other than statements of historical fact,
including, without limitation, those regarding the Company's
financial position, business strategy, plans and objectives of
management for future operations, or any statements preceded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates",
"would", "could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Company's
control that could cause the actual results, performance or
achievements of the Company and its subsidiary undertakings to be
materially different from future results, performance or
achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous
assumptions regarding the Company's present and future business
strategies and the environment in which the Company will operate in
the future. These forward-looking statements speak only as at the
date of this Announcement. The Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statements contained herein to reflect any
change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statements are based unless required to do so by applicable law or
the AIM Rules for Companies governing the admission to and
operation of AIM published by the London Stock Exchange as amended
from time to time (the "AIM Rules").
No statement in this Announcement is intended to be a profit
forecast 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.
Shore Capital will not be responsible to any person other than
the Company for providing the protections afforded to clients of
Shore Capital or for providing advice to any other person in
connection with the Placing or any acquisition of shares in the
Company. Shore Capital is not making any representation or
warranty, express or implied, as to the contents of this
Announcement. Shore Capital has not authorised the contents of, or
any part of, this Announcement, and no liability whatsoever is
accepted by Shore Capital for the accuracy of any information or
opinions contained in this Announcement or for the omission of any
material information.
The Placing Shares will not be admitted to trading on any stock
exchange other than the AIM market of the London Stock
Exchange.
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing. By
participating in the Placing, each person who is invited to and who
chooses to participate in the Placing by making or accepting an
oral and legally binding offer to acquire Placing Shares will be
deemed to have read and understood this Announcement in its
entirety (including the Appendix) and to be making such offer on
the terms and subject to the conditions set out in this
Announcement and to be providing the representations, warranties,
undertakings and acknowledgements contained in the Appendix.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY
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 (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM
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 THE PROSPECTUS
REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION") ("EU
QUALIFIED INVESTORS"); (2) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS 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 AND (3) ARE QUALIFIED INVESTORS
WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AS
AMED, AS IT FORMS PART OF UK LAW AS RETAINED EU LAW AS DEFINED IN,
AND BY VIRTUE OF, THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS
AMED) (THE "UK PROSPECTUS REGULATION") ("UK QUALIFIED INVESTORS") ;
OR (4) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY
BE RESTRICTED OR PROHIBITED BY LAW OR REGULATION. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO.
The Placing Shares have not been and will not be registered
under the United States Securities Act of 1933, as amended (the
"Securities Act") or under the securities laws of any state or
other jurisdiction of the United States and may not be offered,
sold, resold or delivered, directly or indirectly, in or into the
United States, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act. No public offering of the Placing Shares is being
made in the United States. The Placing is being made solely outside
the United States to persons in offshore transactions (as defined
in Regulation S under the Securities Act ("Regulation S")) meeting
the requirements of Regulation S. Persons receiving this
announcement (including custodians, nominees and trustees) must not
forward, distribute, mail or otherwise transmit it in or into the
United States or use the United States mails, directly or
indirectly, in connection with the Placing.
This Announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for Placing
Shares in any Restricted Jurisdiction. This announcement and the
information contained herein are not for publication or
distribution, directly or indirectly, to persons in a Restricted
Jurisdiction unless permitted pursuant to an exemption under the
relevant local law or regulation in any such jurisdiction. No
action has been taken by the Company, Shore Capital and Corporate
Limited, Shore Capital Stockbrokers Limited, or any SCS Affiliates
or Wynnstay Affiliates (as defined below) that would permit an
offer of the Placing Shares or possession or distribution of this
Announcement or any other publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons receiving this Announcement are required to
inform themselves about and to observe any such restrictions.
All offers of the Placing Shares will be made pursuant to an
exemption under the UK Prospectus Regulation and the EU Prospectus
Regulation from the requirement to produce a prospectus. 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 offered in compliance
with the securities laws of any state, province or territory of
Australia, Canada, Japan, New Zealand, 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, New Zealand, the Republic of South
Africa or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
Any indication in this Announcement of the price at which the
existing ordinary shares in the capital of Wynnstay have been
bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an
independent financial adviser.
No statement in this Announcement is intended to be a profit
forecast 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.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making or accepting an oral and/or written legally binding offer to
subscribe for Placing Shares is deemed to have read and understood
this Announcement in its entirety (including this Appendix) and to
be providing the representations, warranties, undertakings,
agreements and acknowledgements contained herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR
PLACING SHARES.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the placing agreement with
Shore Capital and Corporate Limited, ("SCC") (the Company's
Nominated Adviser) and Shore Capital Stockbrokers Limited ("SCS")
(the Company's sole bookrunner in connection with the Placing) (the
"Placing Agreement") (SCC, together with SCS comprising "Shore
Capital"). Pursuant to the Placing Agreement, Shore Capital has,
subject to the terms and conditions set out therein, agreed to use
reasonable endeavours, as agent of the Company, to procure
subscribers for the Placing Shares pursuant to the Bookbuilding
Process described in this Announcement and as set out in the
Placing Agreement.
The Placing is not being underwritten.
The Placing Shares will, when issued, be subject to the articles
of association of the Company (the "Articles"), be credited as
fully paid and rank pari passu in all respects with each other and
with the existing ordinary shares in the capital of Wynnstay then
in issue, including the right to receive all dividends and other
distributions declared, made or paid in respect of the ordinary
shares of the Company after the date of Admission.
The Placing Shares will be issued free of any encumbrance, lien
or other security interest.
Application for admission to trading on AIM
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to AIM. Subject to the satisfaction
or waiver of the conditions of the Placing Agreement
("Conditions"), it is expected that Admission will take place and
dealings in the Placing Shares will commence on AIM on or around
8.00 a.m. on 22 August 2022.
Bookbuilding Process
Commencing today, Shore Capital will be conducting the
Bookbuilding Process to determine demand for participation in the
Placing by Placees. This Announcement gives details of the terms
and conditions of, and the mechanics of participation in, the
Placing. However, Shore Capital will be entitled to effect the
Placing by such alternative method to the Bookbuilding Process as
it may, after consultation with the Company, determine. No
commissions will be paid by or to Placees in respect of any
participation in the Placing or subscription for Placing
Shares.
Participation in, and principal terms of, the Bookbuilding
Process
Participation in the Placing is by invitation only and will only
be available to persons who may lawfully be, and are, invited to
participate by Shore Capital. Shore Capital and SCS Affiliates are
entitled to participate as Placees in the Bookbuilding Process.
The Bookbuilding Process will establish the number of Placing
Shares to be issued pursuant to the Placing.
The book will open with immediate effect. The Bookbuilding
Process is expected to close not later than 7.00 a.m. on 18 August
2022, but may be closed at such earlier or later time as Shore
Capital may, in its absolute discretion (after consultation with
the Company), determine. The announcement containing the results of
the Bookbuild will be released following the close of the
Bookbuilding Process.
A bid in the Bookbuilding Process will be made on the terms and
conditions in this Announcement and will be legally binding on the
Placee on behalf of which it is made and, except with Shore
Capital's consent, will not be capable of variation or revocation
after the close of the Bookbuilding Process.
A Placee who wishes to participate in the Bookbuilding Process
should communicate its bid by telephone to its usual sales contact
at Shore Capital. Each bid should either state the number of
Placing Shares which the prospective Placee wishes to subscribe for
or a fixed monetary amount at, in either case, the Issue Price. If
successful, Shore Capital will re-contact and confirm orally to
Placees following the close of the Bookbuilding Process the size of
their respective allocations and a trade confirmation will be
despatched as soon as possible thereafter. Shore Capital's oral
confirmation of the size of allocations and each Placee's oral
commitments to accept the same will constitute an irrevocable
legally binding agreement in favour of the Company and Shore
Capital pursuant to which each such Placee will be required to
accept the number of Placing Shares allocated to the Placee at the
Issue Price on the terms and subject to the conditions set out
herein and in accordance with the Articles. Each Placee's
allocation and commitment will be evidenced by a trade confirmation
issued to such Placee by Shore Capital. The terms of this Appendix
will be deemed incorporated in that trade confirmation.
Shore Capital reserves the right to scale back the number of
Placing Shares to be subscribed by any Placee in the event that the
Placing is oversubscribed. Shore Capital also reserves the right
not to accept offers to subscribe for Placing Shares or to accept
such offers in part rather than in whole. The acceptance and, if
applicable, scaling back of offers shall be at the absolute
discretion of Shore Capital.
Each Placee's obligations will be owed to the Company and to
Shore Capital. Following the oral confirmation referred to above,
each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the Company and Shore Capital, as agent
of the Company, to pay to (or as Shore Capital may direct) in
cleared funds an amount equal to the product of the Issue Price and
the number of Placing Shares allocated to such Placee.
To the fullest extent permissible by law, none of SCS, any
holding company of SCS, any subsidiary of SCS, any subsidiary of
any such holding company, any branch, affiliate or associated
undertaking of any such company nor any of their respective
directors, officers and employees (each an "SCS Affiliate") nor any
person acting on their behalf shall have any liability to Placees
(or to any other person whether acting on behalf of a Placee or
otherwise). In particular, none of Shore Capital, any SCS Affiliate
nor any person acting on their behalf shall have any liability
(including, to the extent legally permissible, any fiduciary
duties), in respect of its conduct of the Bookbuilding Process or
of such alternative method of effecting the Placing as Shore
Capital may determine.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Rules) 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 clients, as
defined in point (8) of Article 2 of the UK Prospectus Regulation
(EU) No 2017/565 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("EUWA"), (b) investors who
meet the criteria of professional clients as defined in Regulation
(EU) No 600/2014 as it forms part of domestic law by virtue of the
EUWA and (c) eligible counterparties as defined in the FCA Handbook
Conduct of Business Sourcebook ("COBS"); and (ii) eligible for
distribution through all distribution channels as are permitted by
EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II") (the "UK Target Market Assessment").
Solely for the purposes of the product governance requirements
contained within: (a) MiFID II; (b) Articles 9 and 10 of Commission
Delegated Directive EU 2017/593 supplementing MiFID II; and (c)
local implementing measures (together, the "MiFID II Product
Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties,
each as defined in MiFID II; and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the
"EU Target Market Assessment" and, together with the UK Target
Market Assessment, the "Target Market Assessments").
Notwithstanding the Target Market Assessments, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market
Assessments are without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions to the
Placing. Furthermore, it is noted that, notwithstanding the Target
Market Assessments, Shore Capital will only procure investors who
meet the criteria of professional clients or eligible
counterparties.
For the avoidance of doubt, the Target Market Assessments do not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of COBS (for the purposes of the UK Target Market
Assessment) or MiFID II (for the purposes of the EU Target Market
Assessment); or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action
whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Persons who are invited to and who choose to participate in the
Placing, 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 and to be making such offer to acquire
Placing Shares on the terms and conditions, and to be providing the
representations, warranties, acknowledgements and undertakings
contained in this Appendix.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) by whom or on whose behalf a commitment to take up Placing
Shares has been given and who has been invited to participate in
the Placing by Shore Capital.
All obligations of Shore Capital under the Placing will be
subject to fulfilment of the conditions referred to in this
Announcement including without limitation those referred to below
under "Conditions of 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 Shore Capital under the Placing Agreement are
conditional, amongst other things, on:
1. the warranties on the part of the Company contained in the
Placing Agreement being true and accurate and not misleading on and
as of the date of the Placing Agreement and at all times during the
period up to and including Admission;
2. the performance by the Company of its obligations under the
Placing Agreement to the extent that they fall to be performed
prior to Admission;
3. the obligations of Shore Capital not having been terminated
(as described below under "Right to terminate under the Placing
Agreement"); and
4. Admission occurring not later than 8.00 a.m. on or around 22
August 2022 or such later time and/or date as Shore Capital may
agree in writing with the Company (but in any event no later than
8.00 a.m. on 31 August 2022).
If (a) the Conditions of the Placing are not fulfilled (or to
the extent permitted under the Placing Agreement waived by Shore
Capital), or (b) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse and each
Placee's rights and obligations hereunder shall cease and determine
at such time and no claim may be made by a Placee in respect
thereof. None of Shore Capital, the Company, any SCS Affiliate, nor
any holding company of the Company, any subsidiary of the Company,
any subsidiary of any such holding company, any branch, affiliate
or associated undertaking of any such company nor any of their
respective directors, officers and employees (each a "Wynnstay
Affiliate") 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 it may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
condition in the Placing Agreement or in respect of the Placing
generally.
By participating in the Placing, each Placee agrees that Shore
Capital's rights and obligations in respect of the Placing
terminate, inter alia, in the circumstances described below under
"Right to terminate under the Placing Agreement".
Right to terminate under the Placing Agreement
Shore Capital may, at any time before Admission and in its
absolute discretion, terminate the Placing Agreement with immediate
effect if, amongst other things:
1. any statement contained in any announcement relating to the
Placing is untrue, incorrect or misleading in any respect or that
matters have arisen which constitute a significant new factor;
2. any of the warranties, was, when given, or becomes, untrue,
inaccurate or misleading;
3. the Company has failed to comply materially with any of its
obligations under the Placing Agreement;
4. any of the Conditions of the Placing have become incapable of fulfilment;
5. there has occurred any material adverse change affecting the
financial condition, operations, earnings, business affairs or
prospects of the Company and its subsidiaries; or
6. there has occurred any international crisis, act of
terrorism, outbreak of hostilities, change in national or
international financial, monetary, economic, industrial, political
or market conditions including fluctuations in exchange rates, or
the suspension of trading in securities generally on the London
Stock Exchange or the New York Stock Exchange or trading is limited
or minimum prices established on any such exchange, or the
declaration of a banking moratorium in London or by the US Federal
or New York State authorities or material disruption to any
commercial banking or securities settlement services in the US or
the UK, or there comes into effect any government regulation which
Shore Capital in its absolute discretion believe is, will or may be
materially prejudicial to the Company or to the successful outcome
of the Placing.
By participating in the Placing, each Placee agrees with Shore
Capital that the exercise by Shore Capital of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of Shore Capital and that Shore
Capital need not make any reference to the Placees in this regard
and that, to the fullest extent permitted by law, neither the
Company, Shore Capital, any SCS Affiliate nor any Wynnstay
Affiliate shall have any liability whatsoever to the Placees in
connection with any such exercise or failure to so exercise.
No Prospectus
No offering document or prospectus has been or will be prepared
in relation to the Placing and no such prospectus is required (in
accordance with the EU Prospectus Regulation or the UK Prospectus
Regulation) to be published or submitted to be approved by the FCA
and Placees' commitments will be made solely on the basis of the
information contained in this Announcement. 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 apply.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement is exclusively the
responsibility of the Company and confirms to Shore Capital and the
Company that it has neither received nor relied on any information,
representation, warranty or statement made by or on behalf of Shore
Capital (other than the amount of the relevant Placing
participation in the oral confirmation given to Placees and the
trade confirmation referred to below), any SCS Affiliate, any
persons acting on its or their behalf or the Company or any SCS
Affiliate and none of Shore Capital, any SCS Affiliate, any persons
acting on their behalf, the Company, any Wynnstay Affiliate nor any
persons acting on their behalf will be liable for the decision of
any Placee to participate in the Placing based on any other
information, representation, warranty or statement which the Placee
may have obtained or received (regardless of whether or not such
information, representation, warranty or statement was given or
made by or on behalf of any such persons). By participating in the
Placing, each Placee acknowledges to and agrees with Shore Capital
for itself and as agent for the Company that, except in relation to
the information contained in this Announcement, it has relied on
its own investigation of the business, financial or other position
of the Company in deciding whether to participate in the Placing.
Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the CREST system, using the DVP
mechanism, subject to certain exceptions. Shore Capital reserves
the right to require settlement for and delivery of the Placing
Shares to Placees by such other means as Shore Capital may deem
necessary, including, without limitation, if delivery or settlement
is not possible or practicable within the CREST system within the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
The expected timetable for settlement will be as follows:
Trade Date 18 August 2022
Settlement Date 22 August 2022
ISIN Code GB0034212331
SEDOL 3421233
CREST ID for SCS 601
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation stating the number of Placing Shares allocated
to it, the Issue Price, the aggregate amount owed by such Placee to
Shore Capital and settlement instructions. Placees should settle
against the SCS CREST ID shown above. It is expected that such
trade confirmation will be despatched on the expected trade date
shown above. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in
accordance with either the standing CREST or certificated
settlement instructions which it has in place with Shore
Capital.
It is expected that settlement will take place on the Settlement
Date shown above on a DVP basis in accordance with the instructions
set out in the trade confirmation unless otherwise notified by
Shore Capital.
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 two percentage points above the base rate of Barclays
Bank Plc as determined by Shore Capital.
Each Placee is deemed to agree that if it does not comply with
these obligations, Shore Capital may sell any or all of the Placing
Shares allocated to the Placee on such Placee's behalf and retain
from the proceeds, for Shore Capital's own account and profit, an
amount equal to the aggregate amount owed by the Placee plus any
interest due. The Placee will, however, remain liable for any
shortfall below the aggregate amount owed by such Placee and it may
be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the
sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to any levy, stamp duty or stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither Shore Capital nor the Company
shall be responsible for the payment thereof. Placees will not be
entitled to receive any fee or commission in connection with the
Placing.
Representations, warranties and terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf):
1. represents and warrants that it has read and understood this
Announcement in its entirety (including this Appendix) and
acknowledges that its participation in the Placing and the issue of
the Placing Shares will be governed by the terms of this
Announcement (including this Appendix);
2. acknowledges that no prospectus or offering document has been
or will be prepared in connection with the Placing and it has not
received and will not receive a prospectus or other offering
document in connection with the Bookbuilding Process, the Placing
or the Placing Shares;
3. agrees to indemnify on an after-tax basis and hold harmless
each of the Company, Shore Capital, SCS Affiliates and Wynnstay
Affiliates and any person acting on their behalf from any and all
costs, losses, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach
of the representations, warranties, acknowledgements, agreements
and undertakings in this Announcement and further agrees that the
provisions of this Announcement shall survive after completion of
the Placing;
4. acknowledges that the Placing Shares will be admitted to AIM
and the Company is therefore required to publish and has published
certain business and financial information in accordance with the
AIM Rules and the UK version of the Market Abuse Regulation (EU
596/2014) which forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018 ("MAR") and other applicable laws and
regulations (the "Exchange Information"), which includes the
Company's announcements and circulars published in the past 12
months, and that the Placee is able to obtain or access this
Exchange Information without undue difficulty and is aware of the
contents of the Exchange Information;
5. acknowledges that none of Shore Capital, any SCS Affiliate or
any person acting on their behalf has provided, and will not
provide, it with any material or information regarding the Placing
Shares or the Company; nor has it requested any of Shore Capital,
nor any SCS Affiliate nor any person acting on their behalf to
provide it with any such material or information;
6. acknowledges that (i) none of Shore Capital or any SCS
Affiliate or any person acting on behalf of any of them is making
any recommendations to it, advising it regarding the suitability of
any transactions it may enter into in connection with the Placing
and that participation in the Placing is on the basis that it is
not and will not be a client of Shore Capital and that Shore
Capital does not have any duties or responsibilities to it (or any
person acting on behalf of a Placee) 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, agreements 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, and (ii) neither
it nor, as the case may be, its clients expect Shore Capital to
have any duties or responsibilities to it similar or comparable to
the duties of "best execution" and "suitability" imposed by the
Conduct of Business Sourcebook contained in the FCA's Handbook of
Rules and Guidance, and that Shore Capital is not acting for it or
its clients, and that Shore Capital will not be responsible to any
person other than the Company for providing protections afforded to
its clients;
7. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that none of
Shore Capital, nor any SCS Affiliate nor any person acting on their
behalf will be responsible for or shall have any liability for any
information, representation or statement relating to the Company
contained in this Announcement or any information previously
published by or on behalf of the Company and none of Shore Capital,
nor any SCS Affiliate nor any person acting on their behalf will be
liable for any Placee's decision to participate in the Placing
based on any information, representation or statement contained in
this Announcement or otherwise. Each Placee further represents,
warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing
to subscribe for the Placing Shares is contained in this
Announcement, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares, and
that it has relied on its own investigation with respect to the
Placing Shares and the Company in connection with its decision to
subscribe for the Placing Shares and acknowledges that it is not
relying on any other information whatsoever and in particular it is
not relying on any investigation that Shore Capital, any SCS
Affiliate or any person acting on their behalf may have conducted
with respect to the Placing Shares or the Company and none of such
persons has made any representations to it, express or implied,
with respect thereto;
8. acknowledges that 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 had sufficient time to consider and conduct its own
investigation in connection with its subscription for the Placing
Shares, including all tax, legal and other economic considerations
and has relied upon its own examination of, and due diligence on,
the Company, and the terms of the Placing, including the merits and
risks involved;
9. unless paragraph 10 applies, represents and warrants that it
has neither received nor relied on any inside information for the
purposes of MAR and section 56 of the Criminal Justice Act 1993
(the "CJA") in relation to the Company or its participation in the
Placing;
10. it acknowledges and agrees that, if it has received any
inside information (for the purpose of MAR and section 56 of the
CJA) in relation to the Company and its securities in advance of
the Placing, it has consented to receive inside information for the
purposes of MAR and the CJA and it acknowledges that it was an
insider or a person who has received a market sounding for the
purpose of such legislation and it confirms that it has not: (a)
dealt (or attempted to deal) in the securities of the Company (or
cancelled or amended an order in relation thereto); (b) encouraged,
recommended or induced another person to deal in the securities of
the Company (or to cancel or amend an order in relation thereto);
and (c) unlawfully disclosed inside information to any person, in
each case, prior to the information being made publicly
available;
11. acknowledges that it is not entitled to rely on any
information (including, without limitation, any information
contained in any management presentation given in relation to the
Placing) other than that contained in this Announcement (including
this Appendix) and any Exchange Information and represents and
warrants that it has not relied on any representations relating to
the Placing, the Placing Shares or the Company other than the
information contained in this Announcement or in any Exchange
Information;
12. acknowledges that it has not relied on any information
relating to the Company contained in any research reports prepared
by Shore Capital or any SCS Affiliate or any person acting on their
behalf and understands that (i) none of Shore Capital, nor any SCS
Affiliate nor any person acting on their behalf has or shall have
any liability for any public information relating to the Company;
(ii) none of Shore Capital, nor any SCS Affiliate, nor any person
acting on their behalf has or shall have any liability for any
additional information that has otherwise been made available to
such Placee, whether at the date of publication, the date of this
Announcement or otherwise; and that (iii) none of Shore Capital,
nor any SCS Affiliate, nor any person acting on their behalf makes
any representation or warranty, express or implied, as to the
truth, accuracy or completeness of such information, whether at the
date of publication, the date of this Announcement or
otherwise;
13. represents and warrants that (i) it is entitled to acquire
the Placing Shares for which it is subscribing under the laws and
regulations of all relevant jurisdictions which apply to it; (ii)
it has fully observed such laws and regulations and obtained all
such governmental and other guarantees and other consents and
authorities which may be required or necessary in connection with
its subscription for Placing Shares and its participation in the
Placing and has complied with all other necessary formalities in
connection therewith; (iii) it has all necessary capacity to commit
to participation in the Placing and to perform its obligations in
relation thereto and will honour such obligations; (iv) it has paid
any issue, transfer or other taxes due in connection with its
subscription for Placing Shares and its participation in the
Placing in any territory; and (v) it has not taken any action which
will or may result in the Company, Shore Capital or any SCS
Affiliate or Wynnstay Affiliate or any person acting on their
behalf being in breach of the legal and/or regulatory requirements
of any territory in connection with the Placing;
14. represents and warrants that it understands that the Placing
Shares have not been and will not be registered under the
Securities Act or under the securities laws of any state or other
jurisdiction of the United States and are not being offered or sold
within the United States, except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act;
15. represents and warrants that its acquisition of the Placing
Shares has been or will be made in an "offshore transaction" as
defined in and pursuant to Regulation S;
16. represents and warrants that it will not offer or sell,
directly or indirectly, any of the Placing Shares in the United
States except in accordance with Regulation S or pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act;
17. represents and warrants that if it is a financial
intermediary, as that term is used in Article 5(1) of the UK
Prospectus Regulation: (a) any Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in the
United Kingdom or to which the UK Prospectus Regulation otherwise
applies other than UK Qualified Investors or in circumstances in
which the prior consent of Shore Capital has been given to the
offer or resale; or (ii) where Placing Shares have been acquired by
it on behalf of persons in the United Kingdom other than UK
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;
18. represents and warrants that, if it is a financial
intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation: (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
member state of the EEA or to which the EU Prospectus Regulation
otherwise applies other than EU Qualified Investors or in
circumstances in which the prior consent of Shore Capital has been
given to the offer or resale; or (ii) where Placing Shares have
been acquired by it on behalf of persons in any member state of the
EEA other than EU Qualified Investors, the offer of those Placing
Shares to it is not treated under the EU Prospectus Regulation as
having been made to such persons;
19. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to the public in any
member state of the EEA or the United Kingdom except in
circumstances falling within Article 1(4) of the EU Prospectus
Regulation which do not result in any requirement for the
publication of a prospectus pursuant to Article 3 of the EU
Prospectus Regulation;
20. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of FSMA) relating to the
Placing Shares in circumstances in which it is permitted to do so
pursuant to section 21 of FSMA;
21. represents and warrants that it has complied and will comply
with all applicable provisions of FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
22. represents and warrants that it has complied with its
obligations: (i) under the CJA and MAR; (ii) in connection with the
laws of all relevant jurisdictions which apply to it and it has
complied, and will fully comply, with all such laws (including
where applicable, the Criminal Justice Act 1988, the Terrorism Act
2000, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds
of Crime Act 2002 (as amended), the Terrorism Act 2006, the
Counter-Terrorism Act 2008 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017) and that it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act
1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations ((i), (ii), (a) and (b), together,
the "Regulations") and rules and guidance on anti-money laundering
produced by the Financial Conduct Authority ("FCA") and, if it is
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
is permitted to subscribe for Placing Shares in accordance with the
laws of all relevant jurisdictions which apply to it and it has
complied, and will fully comply, with all such laws (including
where applicable, the Anti-Terrorism, Crime and Security Act 2001,
the Terrorism Act 2006, the Counter-Terrorism Act 2008, the
Proceeds of Crime Act 2002 (as amended) and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017);
23. if in the United Kingdom, represents and warrants that: (a)
it is a person having professional experience in matters relating
to investments who falls within the definition of "investment
professionals" in Article 19(5) of the FPO, or (b) it is a person
who falls within Article 49(2) (a) to (d) ("High Net Worth
Companies, Unincorporated Associations etc.") of the FPO and (c) it
is a qualified investor as defined in Article 2(e) of the UK
Prospectus Regulation and (d) it is a person to whom this
Announcement may otherwise lawfully be communicated;
24. represents and warrants that its participation in the
Placing would not give rise to an offer being required to be made
by it or any person with whom it is acting in concert pursuant to
Rule 9 of the City Code on Takeovers and Mergers;
25. undertakes that it (and any person acting on its behalf)
will pay for the Placing Shares acquired by it in accordance with
this Announcement and with any trade confirmation sent by Shore
Capital (or on its behalf) to it in respect of its allocation of
Placing Shares and its participation in the Placing on the due time
and date set out herein against delivery of such Placing Shares to
it, failing which the relevant Placing Shares may be placed with
other Placees or sold as Shore Capital may, in its absolute
discretion, determine and it will remain liable for any shortfall
below the net proceeds of such sale and the placing proceeds of
such Placing Shares and may be required to bear any stamp duty or
stamp duty reserve tax (together with any interest or penalties due
pursuant to the terms set out or referred to in this Announcement)
which may arise upon the sale of such Placee's Placing Shares on
its behalf;
26. acknowledges that none of Shore Capital, nor any SCS
Affiliate nor any person acting on their behalf is making any
recommendations to it or advising it regarding the suitability or
merits of any transaction it may enter into in connection with the
Placing, and acknowledges that none of Shore Capital, nor any SCS
Affiliate nor any person acting on their behalf has any duties or
responsibilities to it for providing advice in relation to the
Placing or in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement or
for the exercise or performance of any of Shore Capital's rights
and obligations thereunder, including any right to waive or vary
any condition or exercise any termination right contained
therein;
27. undertakes that (i) the person whom it specifies for
registration as holder of the Placing Shares will be (a) the Placee
or (b) the Placee's nominee, as the case may be, (ii) neither Shore
Capital nor the Company will be responsible for any liability to
stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement and (iii) the Placee and any person acting
on its behalf agrees to acquire the Placing Shares on the basis
that the Placing Shares will be allotted to the CREST stock account
of SCS which will hold them as settlement agent as nominee for the
Placee until settlement in accordance with its standing settlement
instructions , with payment for the Placing Shares being made
simultaneously upon receipt of the Placing Shares in the Placee's
stock account on a delivery versus payment basis;
28. acknowledges that any agreements entered into by it pursuant
to these terms and conditions, and any non-contractual obligations
arising out of or in connection with such agreements, shall be
governed by and construed in accordance with the laws of England
and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction
of the courts of England and Wales as regards any claim, dispute or
matter arising out of any such contract;
29. acknowledges that it irrevocably appoints any director of
SCS as its agent for the purposes of executing and delivering to
the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares agreed to be taken up by it under the Placing;
30. represents and warrants that it is not a resident of any
Restricted Jurisdiction and acknowledges that the Placing Shares
have not been and will not be registered nor will a prospectus be
cleared in respect of the Placing Shares under the securities
legislation of any Restricted Jurisdiction and, subject to certain
exceptions, may not be offered, sold, taken up, renounced,
delivered or transferred, directly or indirectly, within any
Restricted Jurisdiction;
31. represents and warrants that any person who confirms to
Shore Capital on behalf of a Placee an agreement to subscribe for
Placing Shares and/or who authorises Shore Capital to notify the
Placee's name to the Company's registrar, has authority to do so on
behalf of the Placee;
32. acknowledges that the agreement to settle each Placee's
acquisition of Placing Shares (and/or the acquisition of a person
for whom it is contracting as agent) free of stamp duty and stamp
duty reserve tax depends on the settlement relating only to an
acquisition by it and/or such person direct from the Company of the
Placing Shares in question. Such agreement assumes that the Placing
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there were any such
arrangements, or the settlement related to other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor Shore Capital will be
responsible. If this is the case, the Placee should take its own
advice and notify Shore Capital accordingly;
33. acknowledges that when a Placee or any person acting on
behalf of the Placee is dealing with Shore Capital, any money held
in an account with Shore Capital 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. The Placee acknowledges that the money will not be subject
to the protections conferred by the client money rules; as a
consequence, this money will not be segregated in accordance with
the client money rules and will be used by Shore Capital in the
course of its business; and the Placee will rank only as a general
creditor of Shore Capital (as the case may be);
34. acknowledges and agrees that in order to ensure compliance
with the Criminal Justice Act 1988, the Terrorism Act 2000, the
Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime
Act 2002 (as amended) the Terrorism Act 2006, the Counter-Terrorism
Act 2008 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017, and, to the
extent applicable, any related or similar rules, regulations of any
body having jurisdiction in respect thereof and the Money
Laundering Sourcebook of the FCA, Shore Capital (for itself and as
agent on behalf of the Company) or the Company's registrars may, in
their absolute discretion, require verification of its identity.
Pending the provision to Shore Capital or the Company's registrars,
as applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at Shore Capital's
absolute discretion or, where appropriate, delivery of the Placing
Shares to it in uncertificated form may be delayed at Shore
Capital'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 Shore Capital (for itself and as agent
on behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, Shore Capital and/or the
Company may, at its absolute discretion, terminate its commitment
in respect of the Placing, in which event the monies payable on
acceptance of allotment will, if already paid, be returned without
interest to the account of the drawee's bank from which they were
originally debited;
35. acknowledges and understands that the Company, Shore
Capital, and others will rely upon the truth and accuracy of the
foregoing representations, warranties, agreements, undertakings and
acknowledgements;
36. acknowledges that the basis of allocation will be determined
by Shore Capital at its absolute discretion and that the right is
reserved to reject in whole or in part and/or scale back any
participation in the Placing;
37. irrevocably authorises the Company and Shore Capital to
produce this Announcement pursuant to, in connection with, or a may
be required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
set forth herein;
38. acknowledges and agrees that its commitment to subscribe for
Placing Shares on the terms set out herein will continue
notwithstanding any amendment that may in future be made to the
terms of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to
the Company's conduct of the Placing;
39. acknowledges and agrees that time is of the essence as
regards its obligations under this Appendix;
40. acknowledges and agrees that 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 Shore
Capital;
41. acknowledges and agrees that it will be bound by the terms of the Articles; and
42. acknowledges and agrees that these terms and conditions 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 shares pursuant to the Placing will
be governed by and construed in accordance with the laws of England
and Wales and it submits to the exclusive jurisdiction of the
courts of England and Wales in relation to any claim, dispute or
matter arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may
be taken by the Company or Shore Capital in any jurisdiction in
which the relevant Placee is incorporated or in which any of its
securities have a quotation on a recognised stock exchange.
The acknowledgements, agreements, undertakings, representations
and warranties referred to above are given to each of the Company
and Shore Capital (for their own benefit and, where relevant, the
benefit of any SCS Affiliate or Wynnstay Affiliate and any person
acting on their behalf) and are irrevocable.
No claim shall be made against the Company, Shore Capital, any
SCS Affiliate, any Wynnstay Affiliate, or any other person acting
on behalf of any of such persons by a Placee to recover any damage,
cost, loss, charge or expense which it may suffer or incur by
reason of or arising from or in connection with the performance of
its obligations hereunder or otherwise howsoever in connection with
the Placing or Admission.
No UK stamp duty or stamp duty reserve tax should be payable to
the extent that the Placing Shares are issued or transferred (as
the case may be) into CREST to, or to the nominee of, a Placee who
holds those shares beneficially (and not as agent or nominee for
any other person) within the CREST system and registered in the
name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a
depositary receipts system or a clearance service or to hold the
Placing Shares as agent or nominee of a person to whom a depositary
receipt may be issued or who will hold the Placing Shares in a
clearance service, or any arrangements subsequently to transfer the
Placing Shares, may give rise to stamp duty and/or stamp duty
reserve tax, for which neither the Company nor Shore Capital will
be responsible and the Placee to whom (or on behalf of whom, or in
respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such stamp duty or
stamp duty reserve tax undertakes to pay such stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and Shore Capital in the event
that any of the Company or any Wynnstay Affiliate or Shore Capital
or any SCS Affiliate has incurred any such liability to stamp duty
or stamp duty reserve tax.
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 UK 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.
All times and dates in this Announcement may be subject to
amendment. Shore Capital shall notify the Placees and any person
acting on behalf of the Placees of any such changes.
This Announcement has been issued by the Company and is the sole
responsibility of the Company.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Shore Capital does not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
Each of SCS and SCC, which are authorised and regulated in the
United Kingdom by the FCA, are acting for Wynnstay and for no one
else in connection with the Placing and will not regard any other
person (whether or not a recipient of this document) as a client in
relation to the Placing or Admission and will not be responsible to
anyone other than Wynnstay for providing the protections afforded
to clients of Shore Capital or for affording advice in relation to
the Placing or Admission, or any other matters referred to
herein.
Each Placee and any person acting on behalf of a Placee
acknowledges and agrees that Shore Capital or any SCS Affiliate
may, at their absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares.
The rights and remedies of Shore Capital and the Company under
these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise or partial exercise of one will not
prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to
Shore Capital and, if so, undertakes to provide:
1. if he is an individual, his nationality;
2. if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned; and
3. such other "know your client" information as Shore Capital
may reasonably request.
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.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
This information is provided by RNS, the news service of the
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Policy.
END
IOEFLFVETRIDLIF
(END) Dow Jones Newswires
August 17, 2022 11:40 ET (15:40 GMT)
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