THE INFORMATION IN THIS ANNOUNCEMENT, WHICH INCLUDES CERTAIN INFORMATION DRAWN FROM PUBLIC SOURCES, DOES NOT PURPORT TO BE COMPREHENSIVE AND HAS NOT BEEN INDEPENDENTLY VERIFIED. THIS ANNOUNCEMENT CONTAINS STATEMENTS THAT ARE, OR MAY BE DEEMED FORWARD-LOOKING STATEMENTS, WHICH RELATE, INTER ALIA, TO THE COMPANY’S PROPOSED STRATEGY, PLANS AND OBJECTIVES. SUCH FORWARD LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER IMPORTANT FACTORS BEYOND THE CONTROL OF THE COMPANY (INCLUDING BUT NOT LIMITED TO FUTURE MARKET CONDITIONS, LEGISLATIVE AND REGULATORY CHANGES, THE ACTIONS OF GOVERNMENTAL REGULATORS AND CHANGES IN THE POLITICAL, SOCIAL OR ECONOMIC FRAMEWORK IN WHICH THE COMPANY OPERATES) THAT COULD CAUSE THE ACTUAL PERFORMANCE OR ACHIEVEMENTS ON THE COMPANY TO BE MATERIALLY DIFFERENT FROM SUCH FORWARD-LOOKING STATEMENTS. THESE STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS, UNCERTAINTIES, OUTCOMES AND ASSUMPTIONS WHICH ARE DIFFICULT TO PREDICT, QUALIFY AND/OR QUANTIFY WHICH INCLUDES, WITHOUT LIMITATION, THE FORM, AND TIMING, OF THE GLOBAL ECONOMIC RECOVERY FOLLOWING THE COVID-19 PANDEMIC. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON NUMEROUS ASSUMPTIONS REGARDING THE COMPANY’S PRESENT AND FUTURE STRATEGIES. THESE FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF 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 NEW INFORMATION AND/OR CHANGE IN EVENTS, CONDITIONS, AND/OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENTS ARE BASED, UNLESS REQUIRED TO DO SO BY LAW, THE AIM RULES OR ANY APPROPRIATE REGULATORY AUTHORITY.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE EU MARKET ABUSE REGULATION (596/2014). UPON THE PUBLICATION OF THE ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR A SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY SUCH OFFER, SOLICITATION OR COMMITMENT WHATSOEVER IN ANY OF THOSE JURISDICTIONS.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN IN THE APPENDIX.
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000. RELIANCE ON THIS ANNOUNCEMENT FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED.
Immotion Group plc
(“Immotion Group“, the “Company“)
Proposed Placing of new ordinary shares to raise approximately £1.3 million
Immotion Group plc, the UK-based immersive virtual reality (“VR“) ‘Out of Home’ entertainment group, is pleased to announce that the Company is carrying out an equity fundraising to raise approximately £1.3 million (the “Placing“), before expenses, via the issue of an aggregate of approximately 52 million new Ordinary Shares (“Placing Shares“) at a price of 2.5 pence per share (“the Placing Price“) (the “Fundraising“).
WH Ireland Limited and Alvarium Capital Partners Limited are acting as joint brokers in relation to the Fundraising (the “Joint Brokers“). The Company expects to issue the Placing Shares via a conditional placing (the “Placing“). A placing agreement has been entered into today between the Company and the Joint Brokers in connection with the Placing (the “Placing Agreement“).
The Fundraising is subject, inter alia, to shareholder approval, the General Meeting is expected to be convened for 10.00 a.m. on 22 May 2020. The Placing is being conducted, subject to the satisfaction of certain conditions set out in the Appendix to this Announcement, through an accelerated book-build process (the “Bookbuild“), which will be launched immediately following this Announcement.
· Proposed Fundraising of approximately £1.3 million before expenses at a price of 2.5 pence per share by way of a Placing.
· The Placing is being conducted through an accelerated book-build process which will open with immediate effect following this Announcement.
· The Placing Shares, assuming full take-up, will represent approximately 13.8 per cent. of the Company’s enlarged issued share capital.
· The final number of Placing Shares will be agreed by the Joint Brokers and the Company at the close of the Bookbuild, and the result will be announced as soon as practicable thereafter.
· The timing for the close of the Bookbuild and allocation of the Placing Shares shall be at the discretion of the Joint Brokers, in consultation with the Company. The Placing is not underwritten.
· The Appendix to this Announcement (which forms part of this Announcement) contains the detailed terms and conditions of the Placing.
· The issue of the Placing Shares is subject to, inter alia, the passing of the Resolutions at a General Meeting.
· The General Meeting is expected to be convened for 10.00 a.m. on 22 May 2020, with the minimum necessary quorum of two shareholders (which will be facilitated by the Company) and will take place at 2-4 Henry Street, Bath, England, BA1 1JT.
· Due to the ongoing COVID-19 pandemic, it will not be possible for Shareholders to attend the General Meeting in person. Shareholders are strongly urged to vote by proxy in advance of the deadline by completing their form of proxy, or voting online, in accordance with the instructions and further details are set out in the Circular and the form of proxy.
Recent Operational and Trading Updates
· Despite the likely disruption and delays to its business plan and the significant financial impact which will be caused by COVID-19, the Company remains confident in its core strategy.
· The Company’s installed base and contracted pipeline provide a path to profitability once trading conditions return to pre-COVID-19 levels.
· The Fundraising is being undertaken to strengthen the Company’s balance sheet and to ensure the Company can trade through an extended period of disruption resulting from the COVID-19 pandemic.
· Following lockdown measures imposed in March 2020 in the UK, USA and other countries, all of the Company’s Partner sites and all of its own ImmotionVR sites have been closed resulting in no revenue for the Company since that date.
· Based on the relaxation of lockdown in the USA in particular, the Company hopes to be able to shortly begin completion of the works that were underway to deliver its major installation at Mandalay Bay (36 headsets), as well as other contracted but delayed installs.
· Cash operating costs of the business (including IFRS16 leases and capitalised costs) were expected to be circa £310,000 in April 2020 (circa £240,000 of which at the EBITDA level). They have now decreased to circa £200,000 in total (circa £165,000 of which at the EBITDA level) during lockdown following the implementation of cost saving initiatives, including furloughing.
· The Company has focused on tight management of cash and has taken advantage of the UK Government’s furlough scheme. In the USA, the Company has also furloughed staff members, who are now unpaid and able to claim unemployment benefit.
· The vast majority of employees whether on furlough or not (including all directors) have taken a pay cut.
· Enhanced cleaning procedures will be implemented, and the Company will be working with Partners on local social distancing requirements. The Company is also researching a new UV cleaning solution which could be used to achieve rapid sterilisation of headsets at each venue.
· The Company is also looking to enter new market segments with new formats, and will, following lockdown, be finalising the development of its dinosaur VR experience and immersive pre-show content.
Immotion Group plc
Tel: +44 (0) 161 235 8505
WH Ireland Limited
(Nomad and Joint Broker)
Sales / Corporate Broking:
Tel: +44 (0) 207 220 1666
Alvarium Capital Partners Limited
Tel: +44 (0) 207 195 1458
The Company is carrying out the Fundraising to raise approximately £1.3 million, before expenses, via a conditional placing of approximately 52 million Placing Shares at the Placing Price of 2.5 pence per share.
The Placing Price represents a discount of approximately 28.6 per cent to the closing mid-market price of the Company’s existing ordinary shares of 3.5 pence on 5 May 2020 (being the last business day prior to this Announcement). The Placing Shares, assuming full take-up pursuant to the Placing, will represent approximately 13.8 per cent. of the Company’s enlarged issued share capital.
WH Ireland Limited and Alvarium Capital Partners Limited are acting as agents for the Company and have agreed to use reasonable endeavours to place approximately 52 million Placing Shares at the Placing Price with new and existing investors. The final number of Placing Shares will be agreed by the Joint Brokers and the Company at the close of the Bookbuild and the result will be announced as soon as practicable thereafter. The timing for the close of the Bookbuild and allocation of the Placing Shares shall be at the discretion of the Joint Brokers, in consultation with the Company. The Placing is not underwritten. The Appendix to this Announcement (which forms part of this Announcement) contains the detailed terms and conditions of the Placing.
In connection with the Placing, the Company has entered into a Placing Agreement with the Joint Brokers which contains customary warranties given by the Company with respect to the Company’s business and customary indemnities given by the Company in respect of liabilities arising out of or in connection with the Placing.
The issue of the Placing Shares is conditional, inter alia, on the passing by the Company’s shareholders (“Shareholders“) of certain resolutions at the General Meeting of the Company which is expected to be convened for 10.00 a.m. on 22 May 2020.
Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM (“Admission“). On the assumption that, amongst other things, the Resolutions are passed by Shareholders at the General Meeting, it is expected that Admission will become effective and that dealings in the Placing Shares will commence at 8.00 a.m. on 27 May 2020 (being 2 business days following the General Meeting).
Background to and the reasons for the Fundraising
Following the equity fundraise in February 2020, the Company was extremely well poised, not only with its honed business model, but also with the imminent installation and expected April 2020 opening of its large format installation into MGM Resort’s Mandalay Bay aquarium in Las Vegas. Together with other contracted installs on hand, the Company expected to reach EBITDA breakeven in April 2020 and achieve positive operating cash flow shortly thereafter.
During March 2020, and as a direct result of the COVID-19 pandemic, the vast majority of the Company’s Partner sites and all of its own ImmotionVR sites closed, following local and national Government imposed lockdowns. This has resulted in the Company having no revenue since the closures. The Company assumes that most sites will remain closed until at least 30 June 2020 and revenue through to 30 June will be zero or minimal. It is anticipated that the total cash burn for this lockdown phase from 30 April 2020 to 30 June 2020 (based on an assumption of zero revenue) will be circa £0.6m.
In addition to the impact on existing Partner and ImmotionVR sites, the Company was unable to complete the major installation at Mandalay Bay (36 headsets) which was well underway before lockdown. Additionally, the Company was unable to install into a number of other contracted Partner sites (in addition to Mandalay Bay, the Company has a further 86 headsets contracted).
The Company expects to be able to re-commence its programme of installations as soon as lockdown ends and holds all necessary hardware stock (headsets and motion platforms) to complete them. Assuming the addition of these new installations, and assuming a return to normal pre-COVID-19 levels of revenue per headset, the Company expects that these additional installs will take it past EBITDA breakeven.
During the lockdown to date, the Company has focused on tight management of cash and have taken advantage of the UK Government’s furlough scheme. The vast majority of staff (including all Directors) have taken a pay cut, whether on furlough or not. In the USA, a small number of staff members have also been furloughed and are unpaid but are able to claim unemployment benefit. As a result, total monthly central cash operating costs, including certain costs normally capitalised, net of the UK furlough grant, have been reduced to circa £200,000.
The Company has cash on hand of circa £1.2m. It is expected that this will enable the Company to manage the lockdown period (assumed to last until 1 July 2020) with no or minimal revenue; as well as finish the Mandalay Bay and other contracted installs, details of which are given below.
In the USA, the Company has received a loan of $161,000 through the Paycheck Protection Program, which will cover circa two months of its USA operating costs, pre-dominantly payroll. Assuming the Company complies with the provisions of the scheme, this loan should be forgiven.
The Company is also in discussion with its bank in the UK in pursuit of the Coronavirus Business Interruption Loan Scheme and has applied for the USA’s Economic Injury Disaster Loan. The Company awaits feedback on both.
The Company is reviewing all operating costs and will continue to do so on an ongoing basis so that it can, if necessary, flex total operating costs to activity and revenue levels.
The proposed fundraise is expected to allow the business to ride out the post-lockdown recovery phase as well as providing funds to invest for growth. Beyond the contracted installs noted, the Company intends to invest very selectively for the remainder of 2020 unless a more rapid recovery emerges. The Company hopes to finish its contracted installs over the coming months and depending on conditions may install a small number of additional headsets. In any event, the Company does not expect its total installed base to exceed 500 by year end 2020.
In terms of 2021, assuming market conditions recover towards pre-COVID-19 levels, the Company believes that, following the launch of new products targeted at new sectors and optimised for larger formats, demand could be generated for up to 300 headsets, but much depends on the macro environment and the status of the COVID-19 pandemic. Assuming a return to normal pre-COVID-19 trading levels by 2021, the Company expects this would yield an average revenue per headset across its estate of circa £350 – £375.
The Company’s current installed and contracted headset base is as follows:
The Company believes that, at normal pre-COVID-19 trading levels, this portfolio of sites should deliver at least a breakeven result at the EBITDA level and positive operating cashflow. However, the Company believes that trading will be interrupted for some time and it may take at least twelve months for conditions to return to normal levels as Partner sites re-open and attendances return to nearer normal levels, as social distancing measures are relaxed, and consumer confidence returns based on a significantly lowered threat of COVID-19.
The Company is taking the opportunity to review its recommended cleaning procedures and is testing a new UV cleaning unit that could be used to achieve rapid sterilisation of headsets at each venue. Despite its view that family groups tend to go on our motion platforms together (as they are in clusters of 2-4 seats), the Company will also be working with Partners on any local social distancing requirements.
The Company remains optimistic about its growth prospects once more normal trading conditions return and believes that potential Partners will continue to find its proposition compelling, particularly as many may be capital constrained and looking to re-build revenues. As the Company comes out of lockdown and enters the recovery phase, it will continue marketing to prospective new Partners, particularly in the aquarium sector in both the USA and Europe. The Company intends to be cautious as to entering new Partnerships, being led by the extent of the wider recovery, as well as the quality of opportunity and commercial terms that can be struck.
The Company will also look to enter new market segments and, following lockdown will be finalising the development of its dinosaur VR experience and the related immersive pre-show elements. This will give the Company a new product range which the Board believes will be a good fit with the global zoo market, as well as for science centres and museums.
As the Company’s offering has become more established, and its installed base has grown, it has seen interest emerge in larger installations, as well as new Partner sectors for which it is developing new immersive experiences. With the larger installations, the aim is to become more of an integral part of the location rather than just a smaller ancillary offering. Sea Life London exemplifies a more integrated offering, in a space constrained environment with additional theming. Mandalay Bay is the exemplar of what can be done on a much larger scale when space permits, allowing a full pre-show element with interactive and immersive educational and fun exhibits.
The Company believes the zoo sector also offers an opportunity to introduce larger formats with interactive and immersive pre-show elements. Zoos tend to have more space than aquariums but can lack indoor space. Accordingly, the intention is to offer not only a solution with a smaller footprint but also a full “drop in” attraction. The latter will, for outdoor situations, offer a pre-fabricated and modular weather-proof enclosure, which includes interactive pre-show elements and a larger VR cinema.
The Company believes that this type of attraction will have much more impact on visitors and allow much larger numbers of visitors to enjoy the attraction. The focus will be on blue chip, high traffic Partners, where possible seeking longer deals terms and ‘share of gate’ revenues (akin to Mandalay Bay), which will drive quality of earnings and mitigate risk.
The Company is cautious about the level of new installs for the remainder of 2020 beyond those currently contracted (and much will depend on the wider environment as to whether there are further new deals this year). The Company hopes that as it approaches the end of 2020, assuming evidence begins to suggest a return to nearer normality by next summer, 2021 could see further traction for its products, and, with the benefit of a number of larger installs in the mix, the Company should reasonably aspire to continue to increase headsets in operation throughout 2021.
Rationale for the Placing and use of proceeds
The purpose of the Placing is to strengthen the Company’s balance sheet following the loss of revenue and delays caused to new installations by the COVID-19 virus and to position the Company for the recovery period through to more normal trading conditions and resumption of its growth plans.
The Company has undertaken a broad range of actions to manage the cost base and cash flow. These include:
· pay cuts of 25 per cent. for employees earning more than £30,000;
· furloughing staff in the UK and US;
· deferrals of rents and further capex; and
· application for various government subsidies in the UK and US.
Given the uncertainty of the duration of the current disruption, the Board believes the Placing to be a prudent measure to further strengthen the Company’s balance sheet, working capital and liquidity position and will provide the Company with flexibility to manage a range of recovery scenarios.
The Concert Party
The Company has agreed with the Takeover Panel that its shares held by the concert party of shareholders (“Concert Party“) first disclosed at the time of the company’s IPO, is currently deemed to be 90,614,920 issued shares, representing 27.84% of the issued share capital before the issue of shares in the Placing announced today.
Members of the Concert Party also hold options to acquire 7,466,750 shares which were granted upon the IPO of the Company in July 2018. Were these options to be fully exercised, and no other ordinary shares to be issued nor options in Immotion Group PLC to be exercised, then the shares held by the Concert Party would total 98,081,670, representing 29.46% of the issued share capital and 29.30% of the fully diluted share capital in the Company.
Shares held by the Concert Party are as follows:
Concert Party member
Shareholding were share options to be exercised
Leonie & Bill Dobbie
M Capital Ventures Limited
Napier Brown Holdings Limited
Megafone (UK) Limited Retirement Benefit Scheme
John Alexander Glynne Davies
Sir Robin Miller
Shareholding % (before issue of the Placing Shares)
Circular and Notice of General Meeting
The Company expects to publish a circular (the “Circular“) in due course in connection with the Placing, which will contain a notice convening the General Meeting in order to approve certain matters necessary to implement the Fundraising.
A copy of the Circular will be made available on the Company’s website https://immotion.co.uk/investors.
The Circular sets out arrangements for the General Meeting in light of the current British Government restrictions placed on public gatherings in response to the COVID-19 outbreak. Under the current prohibition on non-essential travel and public gatherings, it will not be possible for Shareholders to attend the General Meeting in person and there are no facilities currently available to allow Shareholders to dial-in or participate online. Shareholders are strongly urged to vote by proxy (or vote online) in advance of the deadline by completing their form of proxy in accordance with the instructions and further details are set out in the Circular and the form of proxy. The General Meeting is expected to be convened for 10.00 a.m. on 22 May 2020, with the minimum necessary quorum of two shareholders (which will be facilitated by the Company) and will take place at 2-4 Henry Street, Bath, England, BA1 1JT.
Should Shareholders wish to ask any questions in relation to the Placing or the Resolutions, which they may otherwise have asked at the General Meeting had they been in attendance, they are encouraged to contact the Company prior to the General Meeting by email to [email protected]. The Company will consider all questions received and, if appropriate, provide a written response or publish answers on our website (https://immotion.co.uk/investors) as soon as practical to do so following the completion of the General Meeting. Any questions should be submitted via email by 10.00 a.m. on 20 May 2020.
The actions that Shareholders should take to vote on the Resolutions will be set out in the Circular to be posted in due course, along with the recommendations of the Directors.
This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 (“MAR“). In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, (TOGETHER, THE “ANNOUNCEMENT“) AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE, UNLESS OTHERWISE AGREED BY THE BROKERS, (“QUALIFIED INVESTORS“) AS DEFINED IN ARTICLE 2.1(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE “PROSPECTUS DIRECTIVE“); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE: (I) “INVESTMENT PROFESSIONALS” WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER“); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC”) OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS“). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT“), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF SHARES.
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 or the South African Reserve Bank; 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, the Republic of South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful.
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 (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 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 “Target Market Assessment“). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offer.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the 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 (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or this Announcement of which it forms part should seek appropriate advice before taking any action.
These terms and conditions apply to persons making an offer to acquire Placing Shares. Each Placee hereby agrees with the Brokers and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued or acquired. A Placee shall, without limitation, become so bound if WH Ireland or Alvarium confirms to such Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be contractually committed to acquire the number of Placing Shares allocated to it at the Placing Price and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment.
In this Appendix, unless the context otherwise requires, “Placee” means a Relevant Person (including individuals, funds or others) on whose behalf a commitment to subscribe for or acquire Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Brokers and the Company have entered into a Placing Agreement, under which the Brokers have, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure subscribers for approximately 52 million Placing Shares. It is expected that the Placing will raise, in aggregate, up to approximately £1.3 million in gross proceeds at a price of 2.5 pence per share (“Placing Price”) with up to approximately 52 million Placing Shares expected to be issued. The Placing is not being underwritten by the Brokers or any other person.
The number of Placing Shares will be determined following completion of the Bookbuild as set out in this Announcement. The timing of the closing of the Bookbuild, the number of Placing Shares and allocations are at the discretion of the Brokers and a further announcement confirming these details will be made in due course.
The Placing Shares will, when issued, be subject to the articles of association of the Company, will be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of Ordinary Shares after the date of issue of the Placing Shares.
The Placing Shares will trade on AIM under IMMO with ISIN GB00BD5JRP64.
Application for admission to trading
Application will be made to London Stock Exchange for admission to trading of the Placing Shares on AIM. It is expected that settlement of any such shares and Admission will become effective on or around 27 May 2020 and that dealings in the Placing Shares will commence at that time.
The Brokers will today commence an accelerated bookbuilding process to determine demand for participation in the Placing by potential Placees at the Placing Price. 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 Brokers 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.
Participation in, and principal terms of, the Placing are as follows:
1 The Brokers are arranging the Placing as agent for, and broker of, the Company.
2 Participation in the Placing is only available to persons who are lawfully able to be, and have been, invited to participate by the Brokers. The Brokers 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, which will be agreed between the Brokers and the Company following completion of the Bookbuild. The number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild.
4 To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual contact at WH Ireland or Alvarium. 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 the Brokers on the basis referred to in paragraph 8 below.
5 The timing of the closing of the Bookbuild will be at the discretion of Brokers. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.
6 Each Placee’s allocation will be confirmed to Placees orally, or by email, by WH Ireland, Alvarium following the close of the Bookbuild and a trade confirmation or contract note will be dispatched as soon as possible thereafter. WH Ireland, Alvarium’s oral or emailed confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of WH Ireland, Alvarium and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Company’s articles of association. Except with WH Ireland, Alvarium’s consent, such commitment will not be capable of variation or revocation.
7 The Company will make a further announcement following the close of the Bookbuild detailing the total number of Placing Shares to be issued at the Placing Price.
8 Subject to paragraphs 4 and 5 above, WH Ireland, Alvarium 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. WH Ireland, Alvarium 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.
9 A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and except with WH Ireland, Alvarium’s consent will not be capable of variation or revocation from the time at which it is submitted.
10 Except as required by law or regulation, no press release or other announcement will be made by the Brokers or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee’s prior written consent.
11 Irrespective of the time at which a Placee’s allocation pursuant to the Placing is confirmed, settlement for 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 of the Brokers under the Placing will be subject to fulfilment of the conditions referred to below “Conditions of the Placing” and to the Placing not being terminated on the basis referred to below under “Right to terminate under the Placing Agreement”.
13 By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee following the close of the Bookbuild.
14 To the fullest extent permissible by law and the applicable rules of the FCA, none of the Brokers nor any of their affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and the Brokers and their affiliates shall have no liability to the Placees for the failure of the Company to fulfil those obligations. In particular, none of the Brokers nor any of their affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Brokers’ conduct of the Placing.
Conditions of the Placing
The Brokers obligations under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:
1 the Shareholders passing new authorities to allot and issue the Placing Shares and disapply pre-emption rights at the General Meeting;
2 the release of this Announcement to a Regulatory Information Service by no later than 4.30 p.m. on 6 May 2020;
3 the application and all other documents required to be submitted with the application being delivered to the London Stock Exchange not later than 9.00 a.m. on 21 May 2020;
4 the delivery by the Company to the Brokers of certain documents required under the Placing Agreement;
5 the publication of an announcement announcing the results of the Placing through a Regulatory Information Service by no later than 4.30 p.m. on 6 May 2020 (or such later time and/or date as may be agreed in writing between the Company and the Brokers);
6 the Company having fully performed their obligations under the Placing Agreement to the extent that such obligations fall to be performed prior to Admission;
7 none of the warranties given in the Placing Agreement being untrue or inaccurate or misleading in any respect at any time between the date of the Placing Agreement and Admission and no fact or circumstance having arisen which would render any of the warranties untrue or inaccurate or misleading in any material respect if it was repeated as at Admission;
8 the posting by no later than 6 May 2020 (by first class pre-paid mail) of the Circular to Shareholders and such other persons (if any) entitled to receive the Circular in accordance with the Company’s articles of association;
9 the issue and allotment of the Placing Shares, conditional only upon Admission, by 8.00 a.m. 27 May 2020 or such later time as may be agreed between the Company and the Brokers, not being later than 5.00 p.m. on 12 June 2020 (the “Long Stop Date“);
10 Admission taking place no later than 8.00 a.m. on 27 May 2020 (or such later time and/or date as may be agreed in writing between the Company and the Brokers but in any event no later than 5.00 p.m. on the Long Stop Date); and
11 the Placing Agreement not having been terminated by any of the Brokers.
If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by the Brokers by the respective time or date where specified (or such later time or date as the Brokers may notify to the Company); (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees’ rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.
The Brokers may, at their discretion and upon such terms as they think fit, waive, or extend the period for, compliance by the Company with the whole or any part of any of the Company’s obligations in relation to the conditions in the Placing Agreement save that the condition relating to Admission taking place by the Long Stop Date may not be waived nor extended. Any such extension or waiver will not affect Placees’ commitments as set out in this Announcement.
Neither the Brokers, the Company nor any of their respective affiliates shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Brokers.
Right to terminate the Placing Agreement
The Brokers are entitled, at any time before Admission, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia, if before Admission:
1 the Company are in breach of any provision of the Placing Agreement, or with the requirements of any laws or regulations (including the Market Abuse Regulation and the AIM Rules) in relation to the Placing;
2 a Broker becomes aware of any circumstance which results in a breach of any of the warranties given in the Placing Agreement when given at the date of the Placing Agreement or which results in or might in the opinion of the Brokers result in a breach of any of the warranties when deemed given;
3 the appointment of any of the Brokers as agent of the Company is terminated for whatever reason;
4 it should come to the notice of the Brokers that any statement contained in any of the Placing Documents (as defined in the Placing Agreement) is untrue, inaccurate or misleading which the Brokers (acting reasonably) considers to be material or that matters have arisen which would, if the Placing Documents were issued at that time, constitute an omission therefrom which the Brokers (acting reasonably) consider to be material, and such matter may not, in the opinion of the Brokers (acting reasonably) be addressed by the publication of a further document or the making of an announcement;
5 in the opinion of the Brokers (acting in good faith) any material adverse change in the financial or trading position or prospects of the Company or any Group Company has or will occur;
6 the application is refused by the London Stock Exchange;
7 a suspension of trading in securities generally on the London Stock Exchange or trading is limited or minimum prices established on such exchange; or
8 an event or other matter (including, without limitation, any change or development in economic, financial, political, diplomatic or other market conditions (including a material worsening of the Covid-19 outbreak) or any change in any government regulation) has occurred or is likely to occur which, in the opinion of the Brokers acting in good faith, is (or will be if it occurs) likely materially and prejudicially to affect the financial position or the business or prospects of the Company or otherwise makes it impractical or inadvisable for the Brokers to perform their respective obligations under the Placing Agreement; for these purposes ‘market conditions’ includes conditions affecting securities in the business sector in which the Company operates and conditions affecting securities generally.
The rights and obligations of the Placees will not be subject to termination by the Placees or any prospective Placees at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by the Brokers of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Brokers and that the Brokers need not make any reference to Placees in this regard and that neither the Brokers nor any of their respective affiliates shall have any liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of specifically invited persons only and have not been nor will be offered in such a way as to require the publication of an admission document or prospectus in the United Kingdom or any equivalent document in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or the London Stock Exchange in relation to the Placing, and Placees’ commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) and the business and financial information that the Company is required to publish in accordance with the AIM Rules (the “Exchange Information“). 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 that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company or the Brokers or any other person and neither the Brokers, the Company nor any other person will be liable for any Placee’s decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by the Brokers, the Company or their respective officers, directors, employees or agents. 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. Neither the Company nor the Brokers are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Registration and Settlement
Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note in accordance with the standing arrangements in place with the relevant Broker, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee (in GBP) and a form of confirmation in relation to settlement instructions.
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 WH Ireland or Alvarium in accordance with the standing CREST settlement instructions, which they have in place with WH Ireland or Alvarium.
Settlement of transactions in the Placing Shares (ISIN: GB00BD5JRP64) following Admission will take place within the system administered by Euroclear UK & Ireland Limited (“CREST”) provided that, subject to certain exceptions, the Brokers reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee’s jurisdiction.
It is expected that settlement will be on 27 May 2020 in accordance with the instructions set out in the form of confirmation.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of 4 percentage points above the prevailing LIBOR as determined by WH Ireland.
Each Placee is deemed to agree that, if it does not comply with these obligations, the Brokers may sell any or all of the Placing Shares allocated to that Placee on such Placee’s behalf and retain from the proceeds, for WH Ireland, Alvarium’s account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify WH Ireland and/or Alvarium on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee’s behalf. By communicating a bid for Placing Shares, each Placee confers on WH Ireland, Alvarium such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which WH Ireland, Alvarium lawfully takes in pursuance of such sale. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until it has fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the form of confirmation 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 UK stamp duty or stamp duty reserve tax or securities transfer tax. Neither the Brokers nor the Company will be liable in any circumstances for the payment of stamp duty, stamp duty reserve tax or securities transfer tax in connection with any of the Placing Shares. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person acting on such Placee’s behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to each Broker (for itself and on behalf of the Company):
1 that it has read and understood this Announcement, including the Appendix, in its entirety and that its subscription for or purchase of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;
2 that its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;
3 that the exercise by the Brokers of any right or discretion under the Placing Agreement shall be within the absolute discretion of the Brokers and the Brokers need not have any reference to it and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against the Brokers or the Company, or any of their respective officers, directors or employees, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;
4 that these terms and conditions represent the whole and only agreement between it, the Brokers and the Company in relation to its participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information or representation or warranty in relation to the Company or any of its subsidiaries or any of the Placing Shares other than as contained in this Announcement and the Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares. Each Placee agrees that neither the Company, the Brokers nor any of their respective officers, directors or employees will have any liability for any such other information, representation or warranty, express or implied;
5 that in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (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 European Economic Area which has implemented the Prospectus Directive other than Qualified Investors or in circumstances in which the prior consent of the Brokers 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 Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons;
6 that neither it nor, as the case may be, its clients expect the Brokers to have any duties or responsibilities to such persons similar or comparable to the duties of “best execution” and “suitability” imposed by the FCA’s Conduct of Business Source Book, and that the Brokers are not acting for it or its clients, and that the Brokers will not be responsible for providing the protections afforded to customers of the Brokers or for providing advice in respect of the transactions described herein;
7 that 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 neither any of the Brokers or the Company nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, 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, the Presentation or the Publicly Available Information; nor has it requested any of the Brokers, the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;
8 that it is: (i) unless otherwise agreed in writing with the Brokers, located outside the United States and is not a US person as defined in Regulation S under the Securities Act (“Regulation S”) and is subscribing for and/or purchasing the Placing Shares only in “offshore transactions” as defined in and pursuant to Regulation S, and (ii) it is not subscribing for and/or purchasing Placing Shares as a result of any “directed selling efforts” as defined in Regulation S or by means of any form of “general solicitation” or “general advertising” as such terms are defined in Regulation D under the Securities Act;
9 that the Placing Shares have not been and will not be registered under the Securities Act, or under the securities legislation of, or with any securities regulatory authority of, any state or other jurisdiction of the United States and that, subject to certain exceptions, the Placing Shares may not be offered, sold, pledged, resold, transferred, delivered or distributed into or within the United States;
10 that 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 this Announcement and 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 this Announcement and Publicly Available Information;
11 that none of the Brokers or the Company or any of their respective affiliates, agents, directors, officers or employees has 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.
12 that, unless specifically agreed with the Brokers, it is not and was not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for and/or purchase Placing Shares was given and it is not acquiring Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States and it will not reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;
13 that it is not a national or resident of Canada, Australia, Ireland, South Africa or Japan or a corporation, partnership or other entity organised under the laws of Canada, Australia, the Republic of South Africa or Japan and that it will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares in Canada, Australia, the Republic of South Africa or Japan or to or for the benefit of any person resident in Canada, Australia, the Republic of South Africa or Japan and each Placee acknowledges that the relevant exemptions are not being obtained from the Securities Commission of any province of Canada, that no document has been or will be lodged with, filed with or registered by the Australian Securities and Investments Commission or Japanese Ministry of Finance and that the Placing Shares are not being offered for sale and may not be, directly or indirectly, offered, sold, transferred or delivered in or into Canada, Australia, the Republic South Africa or Japan;
14 that it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Placing Shares and it is not acting on a non-discretionary basis for any such person;
15 that it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted, and will not, directly or indirectly, distribute, forward, transfer or otherwise transmit, any presentation or offering materials concerning the Placing or the Placing Shares to any persons within the United States or to any US persons (as that term is defined in Regulation S);
16 that it is entitled to subscribe for and/or purchase Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder or otherwise and complied with all necessary formalities and that it has not taken any action which will or may result in the Company or the Brokers or any of their respective directors, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance;
17 that it has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for and/or purchase the Placing Shares and to perform its subscription and/or purchase obligations;
18 that where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and this Announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by the Brokers;
19 that it is either: (a) a person of a kind described in paragraph 5 of Article 19 (persons having professional experience in matters relating to investments and who are investment professionals) of the Order; or (b) a person of a kind described in paragraph 2 of Article 49 (high net worth companies, unincorporated associations, partnerships or trusts or their respective directors, officers or employees) of the Order; or (c) a person to whom it is otherwise lawful for this Announcement to be communicated and in the case of (a) and (b) undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
20 that, unless otherwise agreed by the Brokers, it is a qualified investor (as defined in section 86(7) of the Financial Services and Markets Act 2000, as amended (“FSMA”));
21 that, unless otherwise agreed by the Brokers, it is a “professional client” or an “eligible counterparty” within the meaning of Chapter 3 of the FCA’s Conduct of Business Sourcebook and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;
22 it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
23 that any money held in an account with any of the Brokers (or their nominee) on its behalf and/or any person acting on its behalf will not be treated as client money within the meaning of the rules and regulations of the FCA. Each Placee further 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 the Brokers (or their nominee’s) money in accordance with such client money rules and will be used by the Brokers in the course of its own business and each Placee will rank only as a general creditor of the Brokers;
24 that it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its ordinary shares in accordance with the Disclosure Guidance and Transparency Rules published by the FCA;
25 that it is not, and it is not acting on behalf of, a person falling within subsections (6), (7) or (8) of sections 67 or 70 respectively or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986;
26 that it will not deal or cause or permit any other person to deal in all or any of the Placing Shares which it is subscribing for and/or purchasing under the Placing unless and until Admission becomes effective;
27 that it appoints irrevocably any director of a Broker as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the Placing Shares;
28 that, as far as it is aware it is not acting in concert (within the meaning given in The City Code on Takeovers and Mergers) with any other person in relation to the Company;
29 that this Announcement does not constitute a securities recommendation or financial product advice and that neither the Brokers nor the Company has considered its particular objectives, financial situation and needs;
30 that it has sufficient knowledge, sophistication and experience in financial, business and investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing;
31 that it will indemnify and hold the Company and the Brokers and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the Company and the Brokers will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings herein and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify the Brokers and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee, pursuant to this Announcement (including this Appendix) are given to the Brokers for itself and on behalf of the Company and will survive completion of the Placing and Admission;
32 that time shall be of the essence as regards obligations pursuant to this Appendix;
33 that it is responsible for obtaining any legal, financial, tax and other advice that it deems necessary for the execution, delivery and performance of its obligations in accepting the terms and conditions of the Placing, and that it is not relying on the Company or the Brokers to provide any legal, financial, tax or other advice to it;
34 that all dates and times in this Announcement (including this Appendix) may be subject to amendment and that the Brokers shall notify it of such amendments;
35 that (i) it has complied with its obligations under the Criminal Justice Act 1993, Part VIII of FSMA and the Market Abuse Regulation, (ii) in connection with money laundering and terrorist financing, it has complied with its obligations 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 (iii) it is not a person: (a) with whom transactions are prohibited under the 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; (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 (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, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Brokers such evidence, if any, as to the identity or location or legal status of any person which the Brokers 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) in the form and manner requested by the Brokers on the basis that any failure by it to do so may result in the number of Placing Shares that are to be subscribed for and/or purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Brokers may decide in its absolute discretion;
36 that it will not make any offer to the public of those Placing Shares to be subscribed for and/or purchased by it for the purposes of the Prospectus Rules made by the FCA pursuant to Commission Regulation (EC) No. 809/2004;
37 that it will not distribute any document relating to the Placing Shares and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (as to which it has the authority to make the statements set out herein) for investment purposes only and it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation therein to such person or any third person with respect of any Placing Shares; save that that if it is a private client stockbroker or fund manager it confirms that in purchasing the Placing Shares it is acting under the terms of one or more discretionary mandates granted to it by private clients and it is not acting on an execution only basis or under specific instructions to purchase the Placing Shares for the account of any third party;
38 that it acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or the Brokers in any jurisdiction in which the relevant Placee is incorporated or in which its assets are located or any of its securities have a quotation on a recognised stock exchange;
39 that any documents sent to Placees will be sent at the Placees’ risk. They may be sent by post to such Placees at an address notified to the Brokers;
40 that the Brokers owes no fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
41 that the Brokers or any of their respective affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares;
42 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 Placing or the Placing Shares; and
43 that if it has received any confidential price sensitive information concerning the Company in advance of the publication of this Announcement, it has not: (i) dealt in the securities of the Company; (ii) encouraged, required, recommended or induced another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to such information being made publicly available.
The Company, the Brokers and their respective affiliates will rely upon the truth and accuracy of each of the foregoing representations, warranties, acknowledgements and undertakings which are given to each Broker for itself and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards specific Placees or on a general basis by the Brokers.
The agreement to settle a Placee’s subscription and/or purchase (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for 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 relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company or the Brokers 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 UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Brokers in the event that any of the Company and/or the Brokers have incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Brokers accordingly.
In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription or purchase by them of any Placing Shares or the agreement by them to subscribe for or purchase any Placing Shares.
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 the Brokers 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.
admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules
the AIM Rules for Companies and/or the AIM Rules for Nominated Advisers (as the context may require)
this announcement (including the Appendix which forms part of this announcement) dated 6 May 2020
Alvarium Capital Partners Limited
the accelerated bookbuilding to be conducted by WH Ireland and Alvarium pursuant to the Placing Agreement and this Announcement
WH Ireland and Alvarium and each a “Broker”
the European Economic Area
“Existing Ordinary Shares”
the 325,475,883 Ordinary Shares in issue as at the date of this announcement
the Financial Conduct Authority of the United Kingdom
the general meeting of the Company to be held at 10.00 a.m. on 22 May 2020 (or any reconvened meeting following any adjournment of the general meeting) at 2-4 Henry Street, Bath, England, BA1 1JT
the Company and its existing subsidiaries and subsidiary undertakings
“Market Abuse Regulation”
the Market Abuse Regulation (2014/596/EU) (incorporating the technical standards, delegated regulations and guidance notes, published by the European Commission, London Stock Exchange, the FCA and the European Securities and Markets Authority)
ordinary shares of £0.00040108663 each in the capital of the Company
the investor presentation to prospective Placees relating to the Group and its business
“Publicly Available Information”
any information announced through a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement
“Regulatory Information Service”
one of the regulatory information services authorised by the FCA acting in its capacity as the UK listing authority to receive, process and disseminate regulatory information
resolutions 1 and 2 to be proposed at the General Meeting
the United States Securities Act of 1933, as amended
W H Ireland Limited