REG - Quadrise PLC - Proposed Placing, Subscription and Open Offer
18/03/2024 17:00
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RNS Number : 2960H Quadrise PLC 18 March 2024
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18 March 2024
Quadrise Plc
(the "Company" and together with its subsidiaries the "Group" or "Quadrise")
Proposed Placing, Subscription and Open Offer
Quadrise Plc (AIM:QED), the supplier of innovative energy solutions for a
cleaner planet, today announces its intention to conduct a placing (the
"Placing") and subscription (the "Subscription") of new ordinary shares of
£0.01 each in the capital of the Company ("Ordinary Shares") at a price of
1.25 pence per share (the "Issue Price") to institutional and other investors
to raise gross proceeds of £1.5 million.
In addition, and in recognition of the continuing support from long-term
shareholders, the Company also announces that it will be providing existing
Qualifying Shareholders with the opportunity to participate in an open offer
of new Ordinary Shares in the capital of the Company ("Open Offer Shares") at
the Issue Price to raise additional gross proceeds of up to a maximum of
approximately £1.0 million (the "Open Offer") (together with the Placing and
Subscription, the "Fundraise"). The Open Offer will be launched on conclusion
of the Placing and for such an amount as, together with the gross proceeds of
the Placing and the Subscription, will see the Company raise gross proceeds of
an aggregate of up to £2.5 million. The Placing Shares and the Subscription
Shares (as defined below) are not subject to clawback and will not be part of
the Open Offer.
The Placing will be conducted through an accelerated bookbuild (the
"Bookbuild") which will be launched immediately following this Announcement.
The Placing is subject to the terms and conditions set out in Appendix 1 to
this Announcement.
Shore Capital Stockbrokers Limited ("Shore Capital") and VSA Capital Limited
("VSA Capital") (together, the "Bookrunners") are acting as joint bookrunners
and placing agents in connection with the Placing. Cavendish Capital Markets
Limited ("Cavendish") is acting as nominated adviser to the Company.
The Placing and the Subscription are conditional on, inter alia, (i) the
Placing Agreement becoming unconditional in all respects in relation to the
Placing and not having been terminated in accordance with its terms and (ii)
First Admission. The Open Offer is conditional upon, inter alia, the Placing
Agreement being unconditional in all respects in relation to the Open Offer
and not having been terminated in accordance with its terms and Second
Admission becoming effective.
The new Ordinary Shares to be issued in the Fundraise will be issued and
allotted under the Company's existing authorities obtained at the Company's
last annual general meeting held on 27 November 2023.
For further information, please contact:
Quadrise Plc +44 (0)20 7031 7321
Andy Morrison, Chairman
Jason Miles, Chief Executive Officer
Nominated Adviser
Cavendish Capital Markets Limited +44 (0)20 7220 0500
Ben Jeynes
Katy Birkin
George Lawson
Joint Brokers
Shore Capital Stockbrokers Limited
+44 (0)20 7408 4090
Toby Gibbs, Rachel Goldstein (Corporate Advisory)
Fiona Conroy (Corporate Broking)
( ) ( ) ( )
VSA Capital Limited +44 (0)20 3005 5000
Andrew Raca, Simba Khatai (Corporate Finance)
Andrew Monk (Corporate broking)
Public & Investor Relations
Vigo Consulting +44 (0)20 7390 0230
Patrick D'Ancona
Finlay Thomson
Details of the Placing and Subscription
The Placing will be effected through the issue of up to 119 million new
Ordinary Shares (the "Placing Shares") to new and existing investors. In
addition to the Placing, the Company proposes to raise approximately £13,474
from a direct subscription by certain Directors of the Company ("Subscribers")
for a total of 1,077,893 new Ordinary Shares ("Subscription Shares") at the
Issue Price.
The Placing is subject to the terms and conditions set out in Appendix 1 to
this Announcement. The Bookrunners will commence the Bookbuild in respect of
the Placing immediately following the release of this Announcement. The number
of Placing Shares will be determined at the close of the Bookbuild and will be
announced as soon as practicable after the close of the Bookbuild.
The timing of the closing of the Bookbuild, pricing and allocations of the
Placing Shares are at the absolute discretion of the Bookrunners, in
consultation with Cavendish and the Company.
The Directors have indicated an intention to participate in the Placing and/or
Subscription (the latter by way of a direct subscription with the Company for
Subscription Shares) as follows:
Director Intended Subscription Number of Subscription Shares Intended Placing participation Number of Placing Shares Total intended Fundraise Total Fundraise shares
participation
Andy Morrison N/A N/A £12,500 1,000,000 £12,500 1,000,000
Jason Miles N/A N/A £15,000 1,200,000 £15,000 1,200,000
Laurie Mutch £1,473.66 117,893 N/A N/A £1,473.66 117,893
Vicky Boiten-Lee £10,000 800,000 N/A N/A £10,000 800,000
Dilip Shah £2,000 160,000 N/A N/A £2,000 160,000
The Placing Shares and Subscription Shares, when issued, will be credited as
fully paid and will rank pari passu in all respects with each other, with
the Open Offer Shares and with the Existing Ordinary Shares, including,
without limitation, the right to receive all dividends and other distributions
declared, made or paid after the date of the relevant Admission.
Application will be made to the London Stock Exchange for the Placing Shares,
Subscription Shares and Open Offer Shares to be admitted to trading on AIM.
Settlement of the Placing Shares and Subscription Shares is expected to take
place on or around 8.00 a.m. on 26 March 2024 ("First Admission") (or such
later date as may be agreed between the Bookrunners, Cavendish and the Company
being no later than 8.00 a.m. GMT on 31 May 2024).
The Placing and Subscription are conditional upon, inter alia, (i) the Placing
Agreement not being terminated in accordance with its terms and (ii) First
Admission becoming effective.
Appendix 1 to this Announcement sets out further information relating to the
Bookbuild and the terms and conditions of the Placing.
Background to and Rationale for the Fundraise
At the recent COP 28 climate conference in Dubai, representatives from nearly
200 countries reached a historic agreement to 'transition away from fossil
fuels'. This agreement adds to the momentum already underway in global energy
markets, as policy makers, companies and investors worldwide work to
accelerate the adoption of decarbonisation technologies to avert the worst
impacts of climate change and achieve net zero by 2050. The shipping industry,
in particular, has seen significant progress as ship owners, cargo owners and
governments collaborate to reduce emissions from international traded goods.
Quadrise has positioned itself as a provider of lower cost decarbonisation
solutions for the shipping industry and other consumers of heavy fuel oil. The
progress demonstrated in 2023 and early 2024 underlines the Board's confidence
in both the quality of our solutions and the commercial opportunities that
they provide to shipping and other major energy-consuming sectors.
The Company's near-term strategy remains unchanged. We continue to focus on
our key projects with MSC Shipmanagement Limited ("MSC"), Valkor Technologies
LLC ("Valkor") and with our client in Morocco, as these represent the most
efficient use of our financial resources and provide the fastest and most
material pathway to commercialisation for MSAR(®) and bioMSAR™. Important
milestones have been reached in each of these key projects, with an agreement
recently signed with Cargill NV ("Cargill") and MAC(2) Solutions NV ("MAC(2)")
with regard to the production of fuel for the MSC trials, successful
completion of the trial in Morocco with further agreements expected to follow,
and the Company expecting commercial licence revenues in 2024 from Valkor
following the approval of drilling permits and expected financing for their
projects. This continued progress is critical in attracting new customers,
investors and strategic partners.
The net proceeds of the Placing and Subscription are expected to provide
Quadrise with the necessary working capital resources to 31 March 2025, by
which time projects in Morocco and Utah are expected to be generating
commercial revenues, and the trial with MSC will be near completion, should
active project milestones be delivered on currently anticipated timelines.
The Open Offer to Qualifying Shareholders of up to 80 million Open Offer
Shares at the Issue Price of 1.25 pence per Open Offer Share is expected to
raise additional funds of up to approximately £1.0 million (before expenses),
assuming the Open Offer is fully subscribed. The net proceeds of the Open
Offer are expected to provide Quadrise with the resources to progress
opportunities in Central America and Southeast Asia, thereby creating a
presence in the marine bunkering hubs of Panama and Singapore, enable progress
with bioMSAR development and provide a clear pathway to profitability.
Views of the Board
The Board believes that the net proceeds of the Fundraise will strengthen the
Company's balance sheet and secure the Company's financial position in the
immediate future. The Board believes that the net proceeds of the Placing
and Subscription are expected to provide Quadrise with the necessary working
capital resources to 31 March 2025, by which time projects in Morocco and Utah
are expected to be generating commercial revenues, and the trial with MSC will
be near completion, should active project milestones be delivered on currently
anticipated timelines.
Should the Open Offer be fully subscribed, the net proceeds of the Open Offer
are expected to provide Quadrise with a clear pathway to profitability and the
resources to progress opportunities in Central America and Southeast Asia,
thereby creating a presence in the marine bunkering hubs of Panama and
Singapore.
The Board therefore considers the Fundraise to be in the best interests of the
Company and its Shareholders as a whole.
The Company's Directors and certain PDMRs intend to participate in the
Placing, Subscription or Open Offer in respect of an aggregate of up to
3,437,893 new Ordinary Shares in the Company.
Key Project Delivery
The Group's strategy is to generate demand primarily amongst the shipping
industry and to stimulate supply of our fuels around global marine bunkering
hubs. Our projects are designed to fulfil this strategy, with each now nearing
a major milestone. Our focus is on the completion of the trials and agreements
that will demonstrate MSAR(®) and bioMSAR™ technology at commercial scale.
Decarbonisation of shipping: MSC
Our project with MSC is seen by the Board as an important first step in
demonstrating the role that MSAR(®) and bioMSAR™ technology can play in the
decarbonisation of the shipping sector.
On 6 February 2024, Quadrise announced the signature of a Collaboration
Agreement with Cargill and MAC(2) in respect of the production of MSAR® and
bioMSAR™ fuels for the Company's forthcoming vessel trials on board the MSC
Leandra. The signature of a binding agreement between Quadrise, MSC and
Cargill is expected by end of Q1 2024, along with associated binding
agreements for toll manufacture and fuel supply during the same period.
Upon conclusion of these agreements, the trials will be carried out following
the installation and commissioning of an MMU and associated equipment at the
MAC(2) bunker facility in Antwerp, Belgium. MSAR(®) and bioMSAR™ fuels will
then be produced at the MAC(2) site using feedstocks supplied by Cargill, who
will also be responsible for bunkering operations to supply the fuels to the
MSC Leandra.
The MMU and associated equipment is expected to be installed and commissioned
at the MAC(2) site later in Q2 2024 with the vessel trials then commencing in
Q3 2024, subject to the receipt of permits by MAC(2). The trial will comprise
initial Proof of Concept ("POC") tests using MSAR(®) and bioMSAR™ followed
by 4,000 hours of operation on bioMSAR™ in order to obtain a Letter of No
Objection ("LONO") from Wärtsilä, the original equipment manufacturer. The
bioMSAR™ LONO trial is expected to conclude approximately 6-8 months
following completion of the 1-2 month long POC tests.
Upon successful LONO trial completion, the parties then expect to conclude a
commercial supply agreement and seek to secure MSAR(®) and bioMSAR™ bunker
supply operations to the marine sector by Cargill from MAC(2) facilities in
Antwerp and Bruges on a permanent basis.
In addition to progressing this opportunity with MSC, the Company continues to
assess strategic options and partnerships with the intention of accelerating
the commercialisation of both bioMSAR™ and MSAR(®) for marine applications.
Supporting projects
In line with our strategy to decarbonise shipping, the Group's other projects
all support demand and supply around major marine bunker hubs.
Morocco
The Group's project with the industrial client in Morocco is intended to
stimulate supply of MSAR(®) in the Mediterranean, a significant region for
maritime trade and bunkering due to its strategic location connecting Europe,
Asia, and Africa.
In November 2023, Quadrise successfully completed an industrial demonstration
test of trial quantities of MSAR(®) and bioMSAR™ at the 'Site-B' facility
of its client in Morocco, a major chemicals company. The industrial unit in
question was successfully operated at varying loads of up to 100%, equivalent
to 33MW of energy that is supplied by a single burner. This is similar to the
energy consumption of a medium-sized container ship. This was the first
demonstration of bioMSAR™ in a commercial application. Following completion,
Quadrise submitted a technical report on the test results to the client.
The parties have now entered discussions for long-term commercial supply with
a view to signing a fuel supply agreement in H1 2024. Additionally, the
parties are seeking to reach an agreement to increase commercial applications
for MSAR(®), and in the future, bioMSAR™ fuels more broadly across other
client locations. As a key part of this exercise, Quadrise have completed a
technical and economic feasibility study for a potential additional
industrial demonstration test at a second site of the client ('Site A'), at
the client's cost.
Utah
The project with Valkor in Utah, USA, targets the supply of low sulphur
MSAR(®) and bioMSAR™ to the marine and power sectors, with the fuels
produced on site then transported to major ports and power stations.
In June 2023, QIL signed a Site License and Supply Agreement ("SLS") with
Valkor, under which QIL granted Valkor the exclusive right and license to use
our technology at a central processing facility located at the Primary Project
Site ("PPS") at Asphalt Ridge in Utah, USA and to market the fuel on a
non-exclusive basis from Utah.
In exchange, Valkor will pay QIL a US$1.0 million licence fee subject to
receipt by Valkor of project financing of at least US$15 million at
the PPS. Valkor will pay QIL a further US$0.5 million upon delivery of an
MMU to the PPS.
Following Valkor's receipt of the MMU, QIL will provide engineering, project
development and support services for a minimum of two years, for which Valkor
will pay QIL a quarterly retainer of US$75,000 under the SLS. Valkor may
then choose to purchase QIL's technology and MMU for US$1.0 million.
A non-binding Heads of Agreement has also been entered into between the
parties which sets out the basis on which QIL and Valkor will seek to agree
a conditionally exclusive Sub-License Agreement to be granted to Valkor
covering the state of Utah, as well as the terms on which the resulting net
profit generated will be shared between QIL and Valkor.
The oil sands reserves at Asphalt Ridge comprise billions of barrels, with
Valkor having interests in several projects at this location. Oil samples
supplied by Valkor were successfully converted to both MSAR(®) and bioMSAR™
by our RDI team at QRF in 2022.
Valkor is leading operations and development activities across several
projects that could utilise the MMU at the PPS, including:
· Drilling operations in conjunction with project partners Heavy Sweet
Oil LLC ("HSO") who are awaiting final technical approval from the Utah
Division of Oil, Gas and Mining (the "Division"). Once received, Valkor plans
to commence pilot drilling at the PPS as soon as weather permits and in
parallel submit Underground Injection Control permit applications for the
subsequent injection of steam for enhanced heavy oil recovery. In January
2024, Trio Petroleum Corp (NYSE: TRIO) acquired a 20% option in this project
upon payment of $2 million to support HSO's pilot drilling plans and
unitisation application, in advance of raising project finance.
· An oil sands project with Greenfield Energy LLC ("Greenfield"), a
wholly owned subsidiary of TomCo Energy plc (LSE: TOM) ("TomCo"). Greenfield
Energy owns a 10% Membership Interest in Tar Sands Holdings II (TSHII) with an
exclusive option, at its sole discretion, to acquire the remaining 90% of the
Membership Interests for an additional cash consideration. TSHII owns
approximately 760 acres of land in Uintah County, Utah, USA. Subject to
securing the requisite funding, Greenfield plans to use this site for the
future mining of oil sands and construction of a commercial scale processing
plant of 5,000 barrels of oil per day. TomCo also owns AC Oil LLC who own
sub-surface heavy oil leases on the TSHII land and are involved in an
exploration drilling program in conjunction with Valkor for which approval is
awaited by the Division and the Greenfield project.
· An oil sands project with Ecoteq Energy ASA of Norway who are working
with Valkor to implement their Clean Oil Sands Extraction Technology
("COSET") at the PPS to enable efficient and sustainable oil extraction from
oil sands. In December 2023, Ecoteq and Valkor signed long term production
agreements, with civil works scheduled to commence in April 2024 and
completion of their first production unit by Q2 2025, pending finalisation of
project financing.
Initial volumes of produced heavy oil from the drilling operations at the PPS
are expected to be available for conversion to bioMSAR™ and MSAR(®) under
the SLS for commercial trials by potential shipping, industrial and power
customers later in 2024 to develop the US market.
These commercial trials under the SLS would then be expected to lead to
commercial supply and a potential profit-share from sales, subject to
discussions with stakeholders to finalise agreements. Through the application
of CO(2) sequestration and proprietary new enhanced oil recovery technology in
Utah, the extracted heavy oil is anticipated to have a lower carbon intensity
than conventional oils. In addition, the very low sulphur content and
properties of this heavy oil allow it to comply with the International
Maritime Organisation's regulations on marine fuel once converted to MSAR(®)
or bioMSAR™, without the need for carbon-intensive oil refining. This heavy
oil would therefore constitute a low carbon, low sulphur MSAR(®) or
bioMSAR™.
Americas
The availability of MSAR(®) and bioMSAR™ in major marine hubs such as the
Panama Canal is seen by the Board as being key to the Group's decarbonisation
of shipping strategy. The Company's intended project in Central America will
provide a base for supply with demand being initially led by local power
generators.
In 2023, QIL signed a Letter of Intent with Sparkle Power, a power generator
in Panama, which outlined mutual intent for a commercial test of MSAR(®) and
bioMSAR™ at Sparkle Power's power plant, with conclusion of a Test Agreement
and site trial being the precursors for entry into a Fuel Supply Agreement.
Due to prolonged drought conditions in Panama, which have reduced Panama's
hydroelectric power supply, Sparkle Power have been running at full capacity,
and thus not been able to progress trial preparations. As environmental
conditions improve, the Company expects agreements to be finalised during H1
2024. Together with our local agents, we continue to explore other
opportunities in the region to create demand and stimulate supply in and
around Panama and Honduras, the latter being a large consumer of fuel oil for
power generation.
South East Asia
The Board has a further supporting strategy of establishing a presence in
South East Asia, one of the world's key marine hubs and another intended
supply point for MSAR(®) and bioMSAR™ to the marine and industrial sectors.
During 2023, QIL entered discussions with a refinery in the region who are
interested in conducting a trial using MSAR(®) technology for internal
thermal applications in advance of a potential commercial agreement. The
refinery is well placed nearby future bulk oil storage and trading
opportunities.
Development of bioMSAR™ and bioMSAR™ Zero
Despite the immediate and cost-effective carbon reductions that bioMSAR™ can
offer we recognise that the requirement for net-zero carbon fuel solutions is
becoming increasingly urgent. Our RDI strategy is now focused on the delivery
of a commercially viable net-zero 'bioMSAR Zero' solution.
The Company has investigated alternative feedstocks to glycerine for
bioMSAR™ including water- and oil-soluble biofuels that would allow the
development of a commercially competitive net-zero version of our fuel,
'bioMSAR™ Zero', and we are currently well ahead of our target to launch in
2030.
bioMSAR™ blends containing Vertoro's Crude Sugar Oil ("CSO™") reduced
carbon dioxide ("CO(2)") emissions by over 30% when considering increased
engine efficiency of up to 7%, and significantly reduced emissions of
Nitrogen Oxides ("NOx") and Carbon Monoxide ("CO") when compared with diesel.
New bioMSAR™ formulations incorporating biofuels containing waste-based
methyl esters were shown to reduce CO(2) emissions by over 45%, increase
engine efficiency by up to 7%, and reduce NOx and CO emissions significantly
when compared with diesel, providing a new potential pathway for bioMSAR™
Zero.
In June 2023 Quadrise signed a Joint Development Agreement with BTG Bioliquids
BV ("BTL") to investigate their proprietary Fast Pyrolysis Bio-oils ("FPBO")
and sugars as a potential cost-effective renewable feedstock for bioMSAR™.
Following positive results from this work, Quadrise have recently signed a
Project Development Agreement ("PDA") with BTL and Euthenia Energy Group
Limited ("Euthenia") under which a programme of lab and pilot testing,
followed by diesel engine testing, is planned leading to a third-party
commercial marine vessel trial.
Outlook: 2024 and beyond
At the recent COP28, nations approved a roadmap for transitioning away from
fossil fuels to achieve net zero by 2050. The need for practical and
cost-efficient transition solutions such as MSAR(®) and bioMSAR™ has
therefore never been more vital, as energy consumers in the shipping, power
and industrial sectors now seek to reduce their carbon emissions whilst
simultaneously reducing costs.
There is now a concerted industry effort to accelerate decarbonisation in the
shipping sector, which is responsible for nearly 3% of global GHG emissions.
This effort is being driven by both shipping operators and their customers. A
joint declaration by major shipping company CEOs at COP 28 called for an end
date for fossil-fuel only powered newbuild vessels and urged the IMO to create
the regulatory conditions to accelerate the transition to green fuels. Marine
freight buyers including Amazon, Philips and Nike have joined the Zero
Emission Maritime Buyers Alliance ("ZEMBA"), a group with the mission to
accelerate commercial deployment of zero-emission shipping. The Request for
Proposal launched in September 2023 by ZEMBA seeks bids with sufficient
capacity to move 600,000 containers over 3 years on ships that offer 90%
reduction in GHG emissions compared to traditional fossil fuels.
The introduction and implementation of environmental regulations, particularly
in Europe, is expected to increase biofuel use in our target sectors. Shipping
is now included in the EU ETS and Fit-for-55 regulations that came into force
on 1 January 2024. These are expected to increase the use of marine biofuels
for most vessels operating within or near EU waters. Revenues raised via the
EU ETS are to be reinvested into an Innovation Fund reserved for sustainable
shipping, the protection of maritime habitats and for funding programmes to
decarbonise the maritime sector. Conventional biofuels such as FAME and
renewable diesel used by the marine industry today are also in demand from
road-based and aviation transportation sectors. As a result,
non-conventional biofuels are expected to be used by the marine sector.
Subsidies are still available for renewable waste-based biofuel feedstocks
such as glycerine and biomass derivatives that should enhance the
attractiveness of bioMSAR™ against competing biofuels in major bunker
locations. Market conditions and trends therefore provide a favourable
environment for Quadrise to progress its contract discussions and business
development activities on all fronts.
In March 2023, the Company changed its name to Quadrise Plc and its TIDM to
'QED'. The renaming of the Company was part of the Board's initiative to
emphasise our position in the energy decarbonisation space amongst customers
and investors and to acknowledge the material contribution that the Company's
technology solutions can make to reducing carbon intensity in marine, power
and industrial applications. The move sets the tone for the future direction
of the Company as it continues to implement its strategy towards net-zero
carbon energy solutions and carbon mitigations.
The Company launched its second Sustainability Report in November 2023. This
report is designed to place the Company in the broader environmental context
and serve as an accessible reference point for decision-makers in the marine,
energy and industrial sectors looking to decarbonise their businesses rapidly,
practically and economically, as well as providing important information on
the Company's positioning for investors. The report includes an overview of
the environmental and economic benefits of the Company's technology as well as
its scope 1 and 2 carbon emissions, alignment to the UN Sustainability Goals
and ambitions to create a net-zero fuel by 2030.
The positioning of Quadrise to decarbonise shipping and other sectors is an
important statement of intent to progress licence agreements and
commercial-scale trials which are expected to lead to supply contracts and
commercial revenues from MSAR(®) and bioMSAR™. Looking ahead, our continued
development of bioMSAR™ and net-zero solutions opens up exciting
opportunities to deploy our unique proven emulsion technology platform in new
applications, helping to secure a cleaner future for our clients.
Quadrise has a small, highly motivated and capable team and our continued
progress is only possible through the significant contribution of everyone
working within the business and our shareholders for their loyal support.
Use of proceeds
During the 2023-4 financial year, the Company has continued to build momentum
in implementing its strategy of reaching cash breakeven by focusing on a
limited number of active projects and developing net zero carbon Heavy Fuel
Oil liquid drop-in alternatives for its customers, principally in the
intercontinental shipping and power generation sectors. Once cash breakeven is
achieved, further scaling of the business to achieve its vast potential is
expected to be conducted with industry partners. The Company's active projects
are intended to act as "use cases" to demonstrate traction and to help drive
partnership programmes.
The net proceeds of the Placing and Subscription are expected to provide
Quadrise with the necessary working capital resources to 31 March 2025, by
which time projects in Morocco and Utah are expected to be generating
commercial revenues, and the trial with MSC will be near completion, should
active project milestones be delivered on currently anticipated timelines.
Should the Open Offer be fully subscribed, the net proceeds of the Open Offer
will provide the Company with a clear pathway to profitability and the
resources to progress opportunities in Central America and Southeast Asia,
thereby creating a presence in the marine bunkering hubs of Panama and
Singapore and enable progress with bioMSAR development.
IMPORTANT NOTICES
This Announcement, and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States, Australia, Canada, Japan, New Zealand or
the Republic of South Africa, or any other jurisdiction where to do so might
constitute a violation of the relevant laws or regulations of such
jurisdiction (the "Restricted Jurisdictions").
The New Ordinary Shares referred to herein have not been and will not be
registered under the US Securities Act of 1933, as amended (the "Securities
Act"), or under any securities laws of any state or other jurisdiction of the
United States and may not be offered, sold, resold, transferred or delivered,
directly or indirectly, in or into the United States except in transactions
exempt from, or not subject to, the registration requirements of the
Securities Act and in compliance with the securities laws of any state or
other jurisdiction of the United States. The New Ordinary Shares are being
offered and sold solely outside the United States in "offshore transactions"
as defined in and pursuant to Regulation S under the Securities Act. No public
offering of New Ordinary Shares is being made in the United States.
This Announcement does not constitute or form part of an offer to sell or
issue or a solicitation of an offer to buy, subscribe for or otherwise acquire
any securities in any jurisdiction including, without limitation, the
Restricted Jurisdictions or any other jurisdiction in which such offer or
solicitation would be unlawful. This Announcement and the information
contained in it is 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, Bookrunners or Cavendish or any of
their respective directors, officers, partners, agents, employees or
affiliates that would permit an offer of the New Ordinary Shares or possession
or distribution of this Announcement or any other publicity material relating
to such New Ordinary 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 restrictions contained in this
Announcement.
This Announcement is directed only at: (a) persons in member states of the
European Economic Area who are "qualified investors", as defined in article 2
(e) of the Regulation (EU) 2017/1129 (together with its delegated and
implementing regulations) (the "EU Prospectus Regulation"), (b) in the United
Kingdom, persons who (i) have professional experience in matters relating to
investments who fall within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"), or are high net worth
companies, unincorporated associations or partnerships or trustees of high
value trusts as described in Article 49(2) of the Order and (ii) are
"qualified investors", as defined in Article 2 (e) of the Regulation (EU)
2017/1129 as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation"), and (c)
persons to whom it may otherwise lawfully be communicated (each such person
being a "Relevant Person"). No other person should act on or rely on this
Announcement and persons distributing this Announcement must satisfy
themselves that it is lawful to do so. By accepting the terms of this
announcement, investors represent and agree that they are a Relevant Person.
This Announcement must not be acted on or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which this
Announcement or the Placing relate is available only to Relevant Persons and
will be engaged in only with Relevant Persons. As regards all persons other
than Relevant Persons, the details of the Placing set out in this Announcement
are for information purposes only.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.
This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of the Financial Services and Markets Act 2000 (as
amended) ("FSMA") by Cavendish, the Bookrunners or any other person authorised
under FSMA. This Announcement is being distributed and communicated to persons
in the United Kingdom only in circumstances in which section 21(1) of FSMA
does not apply.
No prospectus or offering document will be made available in connection with
the matters contained in this Announcement and no such prospectus is required
(in accordance with the UK Prospectus Regulation) to be published.
Certain statements in this Announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are not
historical facts. These forward-looking statements involve risks, assumptions
and uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Group's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements. Forward-looking
statements speak only as of the date of such statements and, except as
required by the Financial Conduct Authority in the United Kingdom ("FCA"), the
London Stock Exchange or applicable law, the Company undertakes no obligation
to update or revise publicly any forward-looking statements, whether as a
result of new information, future events or otherwise.
Any indication in this Announcement of the price at which the Company's shares
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 Group.
Cavendish, which is authorised and regulated in the United Kingdom by the FCA,
is acting as nominated adviser exclusively for the Company and no one else in
connection with the Fundraise and will not regard any other person (whether or
not a recipient of this Announcement) as a client in relation to the Open
Offer and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients, nor for providing advice,
in relation to the Fundraise or any other matter referred to in this
Announcement. Cavendish's responsibilities as the Company's nominated adviser
under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are
owed to the London Stock Exchange and the Company and not to any other person.
Shore Capital and VSA Capital, who are authorised and regulated in the United
Kingdom by the FCA, are acting exclusively for the Company as joints
bookrunners and brokers and no one else in connection with the Fundraise and
will not regard any other person (whether or not a recipient of this
Announcement) as their client in relation to the Fundraise and will not be
responsible to anyone other than the Company for providing the protections
afforded to its clients, nor for providing advice, in relation to the
Fundraise or any other matter referred to in this Announcement. The
responsibilities of Shore Capital and VSA Capital as the Company's joint
brokers are owed to the London Stock Exchange and not to any other person.
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 or on behalf of the Company, Cavendish, Shore Capital or VSA Capital or by
their affiliates or their respective agents, directors, officers and employees
as to, or in relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly available
to any interested party or its advisers, and any liability therefor is
expressly disclaimed.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than to trading on AIM.
Appendix 1 to 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 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 Appendix 1.
Members of the public are not eligible to take part in the Placing and no
public offering of Placing Shares is being or will be made.
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.
APPENDIX 1
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT, INCLUDING THIS APPENDIX 1 AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") (WHICH IS FOR INFORMATION PURPOSES
ONLY) ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR
AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN THE UNITED KINGDOM,
QUALIFIED INVESTORS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE
"ORDER") ("INVESTMENT PROFESSIONALS") OR FALL WITHIN ARTICLE 49(2)(a) TO (d)
(HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR
(B) PERSONS TO WHOM THEY MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH
PERSONS, INCLUDING INVESTMENT PROFESSIONALS, TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR
SUBSCRIPTION OR A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY SECURITIES
IN THE COMPANY.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, PLEDGED, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, IN EACH CASE, AND IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE
UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN
ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE WHERE SUCH
OFFERING WOULD BE UNLAWFUL.
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 OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (THE "RESTRICTED
JURISDICTIONS").
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL, TAX OR BUSINESS
CONSEQUENCES AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.
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 or the
Republic of South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia, Canada,
Japan or the Republic of South Africa.
Persons (including without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
This Announcement (including this Appendix 1) should be read in its entirety.
In particular, any Placee should read and understand the information provided
in the "Important Notices" section of this Announcement.
By participating in the Bookbuild (as defined below) and the Placing, each
Placee will be deemed (i) to have read and understood this Announcement in its
entirety, (ii) to be participating, making an offer to acquire and acquiring
Placing Shares on the terms and conditions contained herein and (iii) to be
providing the representations, warranties, indemnities, acknowledgements and
undertakings contained in this Announcement (including for the avoidance of
doubt this Appendix 1).
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) that:
1. it is a Relevant Person and undertakes that it
will acquire, hold, manage or dispose of any Placing Shares that are allocated
to it for the purposes of its business;
2. it is acquiring the Placing Shares for its own
account or is acquiring the Placing Shares for an account with respect to
which it exercises sole investment discretion and has the authority to make
and does make the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement (including for the
avoidance of doubt this Appendix 1;
3. it understands (or if acting for the account of
another person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix 1; and
4. except as otherwise permitted by the Company and
subject to any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 2 above) is outside the United States
acquiring the Placing Shares in offshore transactions as defined in, and in
accordance with, Regulation S under the US Securities Act.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No prospectus or other
offering document has been or will be submitted to be approved by the FCA in
relation to the Placing or the Placing Shares and Placees' commitments will be
made solely on the basis of their own assessment of the Company, the Placing
Shares and the Placing, based on the information contained in this
Announcement, the announcement of the pricing of the Placing (the "Result of
Placing Announcement") (together, the "Placing Documents") and any information
publicly announced through a regulatory information service ("RIS") by or on
behalf of the Company on or prior to the date of this Announcement (the
"Publicly Available Information") and subject to any further terms set forth
in the Form of Confirmation sent to Placees by Shore Capital or VSA Capital to
confirm their acquisition of Placing Shares.
Each Placee, by participating in the Placing, agrees that the content of the
Placing Documents is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any information (other
than the Publicly Available Information), representation, warranty or
statement made by or on behalf of Shore Capital, VSA Capital or the Company or
any other person and none of Shore Capital, VSA Capital the Company nor any
other person acting on such person's behalf nor any of their respective
affiliates has or shall have any responsibility or liability for any Placee's
decision to participate in the Placing based on any other information,
representation, warranty or statement (regardless of whether or not such
information, representation, warranty or statement was given or made by or on
behalf of any such persons). Each Placee acknowledges and agrees that it has
relied on its own investigation of the business, financial or other position
of the Company in accepting a participation in the Placing. No Placee should
consider any information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own attorney, tax advisor and business
advisor for legal, tax and business advice regarding an investment in the
Placing Shares. Nothing in this paragraph shall exclude the liability of any
person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Shore Capital and VSA Capital are acting as bookrunners and placing agent in
connection with the Placing and have entered into the Placing Agreement with
the Company and Cavendish under which, on the terms and subject to the
conditions set out in the Placing Agreement, Shore Capital and VSA Capital, as
agent for and on behalf of the Company, have agreed to use their reasonable
endeavours to procure placees for the Placing Shares. The Placing is not being
underwritten by Shore Capital, VSA Capital or any other person.
The price per Ordinary Share at which the Placing Shares are to be placed is
1.25 pence per Placing Share (the "Issue Price") and the final number of
Placing Shares will be decided at the close of the Bookbuild following the
execution of the placing terms by the Company, Shore Capital and VSA Capital
(the "Placing Results Agreement"). The timing of the closing of the book and
allocations are at the discretion of the Company, Shore Capital and VSA
Capital. Details of the number of Placing Shares will be announced as soon as
practicable after the close of the Bookbuild.
The Placing Shares will be duly authorised and will, when issued, be credited
as fully paid up and will be issued subject to the Company's articles of
association in place at the time and rank pari passu in all respects with the
Existing Adjusted Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid on or in respect of
the Ordinary Shares after the date of issue of the Placing Shares, and will on
issue be free of all pre-emption rights, claims, liens, charges, encumbrances
and equities.
Application for admission to trading on AIM
Application will be made to the London Stock Exchange plc (the "London Stock
Exchange") for admission to trading of the Placing Shares on AIM.
It is expected that Admission of the Placing Shares will occur at or before
8.00 a.m. BST on 26 March 2024 (or such later time or date as Shore Capital,
VSA Capital and Cavendish may agree with the Company, being no later than 8.00
a.m. BST on 31 May 2024) and that dealings in the Placing Shares will commence
at that time.
Bookbuild
Shore Capital and VSA Capital will today commence the accelerated bookbuilding
process to determine demand for participation in the Placing by Placees at the
Issue Price (the "Bookbuild"). This Announcement gives details of the terms
and conditions of, and the mechanics of participation in, the Placing. No
commissions will be paid to Placees or by Placees in respect of any Placing
Shares.
Shore Capital, VSA Capital 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
1. Shore Capital and VSA Capital are arranging the
Placing as bookrunners and placing agents of the Company.
2. Participation in the Placing will only be
available to persons who may lawfully be, and are, invited to participate by
Shore Capital and/or VSA Capital. Shore Capital and VSA Capital may themselves
agree to be a Placee in respect of all or some of the Placing Shares or may
nominate any member of their group to do so.
3. The number of Placing Shares to be issued at the
Issue Price will be agreed by Shore Capital and VSA Capital (in consultation
with the Company) following completion of the Bookbuild. Subject to the
execution of the Placing Results Agreement, the Issue Price and the number of
Placing Shares to be issued will be announced on an RIS following the
completion of the Bookbuild via the Result of Placing Announcement.
4. To bid in the Bookbuild, prospective Placees
should communicate their bid orally by telephone or in writing to their usual
sales contact at Shore Capital or VSA Capital. Each bid should state the
number of Placing Shares which the prospective Placee wishes to subscribe for
at the Issue Price. Bids may be scaled down by Shore Capital and VSA Capital
on the basis referred to in paragraph 6 below. Shore Capital and VSA Capital
reserve the right not to accept bids or to accept bids in part rather than in
whole. The acceptance of bids shall be at the absolute discretion of Shore
Capital and VSA Capital, subject to agreement with the Company.
5. The Bookbuild is expected to close no later than
6.30 p.m. (BST) today (18 March 2024) but may be closed earlier or later at
the discretion of Shore Capital and VSA Capital subject to agreement with the
Company. Shore Capital and VSA Capital may, subject to agreement with the
Company, accept bids that are received after the Bookbuild has closed. The
Company reserves the right (subject to the agreement of Shore Capital and VSA
Capital) to reduce the number of shares to be issued pursuant to the Placing,
in its absolute discretion.
6. Allocations of the Placing Shares will be
determined by Shore Capital and VSA Capital after consultation with the
Company (the proposed allocations having been supplied by Shore Capital and
VSA Capital to the Company in advance of such consultation). Allocations will
be confirmed orally by Shore Capital or VSA Capital and a Form of Confirmation
will be despatched as soon as possible thereafter. Shore Capital or VSA
Capital oral confirmation, as applicable, to such Placee constitutes an
irrevocable legally binding commitment upon such person (who will at that
point become a Placee), in favour of Shore Capital, VSA Capital and the
Company, to acquire the number of Placing Shares allocated to it and to pay
the Issue Price in respect of such Placing Shares on the terms and conditions
set out in this Appendix 1 and in accordance with the Company's articles of
association. A bid in the Bookbuild will be made on the terms and subject to
the conditions in this Announcement (including this Appendix 1) and will be
legally binding on the Placee on behalf of which it is made and except with
Shore Capital and VSA Capital consent, such commitment will not be capable of
variation or revocation after the time at which it is submitted.
7. Each Placee's allocation and commitment will be
evidenced by a Form of Confirmation issued to such Placee by Shore Capital or
VSA Capital. The terms of this Appendix 1 will be deemed incorporated in that
Form of Confirmation.
8. Irrespective of the time at which a Placee's
allocation pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be required to be
made at the same time, on the basis explained below under "Registration and
Settlement".
9. All obligations under the Bookbuild and the
Placing will be subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and to the
Placing not being terminated on the basis referred to below under "Right to
terminate under the Placing Agreement".
10. 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.
11. To the fullest extent permissible by law, neither
Shore Capital, nor VSA Capital nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any
responsibility or liability to Placees (or to any other person whether acting
on behalf of a Placee or otherwise). In particular, none of Shore Capital, VSA
Capital, the Company, nor any of their respective affiliates, agents,
directors, officers or employees shall have any responsibility or liability
(including to the extent permissible by law, any fiduciary duties) in respect
of Shore Capital or VSA Capital conduct of the Placing.
12. The Placing Shares will be issued subject to the
terms and conditions of this Announcement and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will continue
notwithstanding any amendment that may in future be made to the terms and
conditions of the Placing and Placees will have no right to be consulted or
require that their consent be obtained with respect to the Company's, Shore
Capital's or VSA Capital's conduct of the Placing.
13. All times and dates in this Announcement may be
subject to amendment. Shore Capital or VSA Capital, as applicable, shall
notify the Placees and any person acting on behalf of the Placees of any
changes.
Conditions of the Placing
The Placing is conditional upon, inter alia, (i) the conditions in the Placing
Agreement relating to the Placing being fulfilled and (ii) the Placing
Agreement not having been terminated in accordance with its terms. The
obligations of Shore Capital and VSA Capital under the Placing Agreement are
conditional on customary conditions, including (amongst others) (the
"Conditions"):
1. the London Stock Exchange agreeing to admit the
Placing Shares and Subscription Shares to trading on AIM (subject only to
allotment);
2. the Placing Results Agreement having been
executed by the Company and the Bookrunners no later than 6.00 p.m. BST on 18
March 2024 (or such later time or date as Shore Capital and VSA Capital may
otherwise agree with the Company);
3. the delivery by the Company to Shore Capital and
VSA Capital of a warranty confirmation certificate signed by a Director for
and on behalf of the Company not later than 5.00 p.m. BST on the Business Day
immediately prior to the date on which First Admission is expected to occur
(and dated as of such date);
4. the Company having complied in all material
respects with its obligations which fall to be performed on or prior to First
Admission under the Placing Agreement;
5. the Subscription having become unconditional in
accordance with its terms, save for any condition as to First Admission; and
6. First Admission occurring no later than 8.00 a.m.
BST on 26 March 2024 (or such later time or date as Shore Capital and VSA
Capital may otherwise agree with the Company, being no later than 8.00 a.m.
BST on 31 May 2024) (the "Closing Date").
Shore Capital and VSA Capital may, at their discretion and upon such terms as
they think fit, waive compliance by the Company with the whole or in part of
any of the Company's obligations in relation to the Conditions or extend the
time or date provided for fulfilment of any such Conditions in respect of all
or any part of the performance thereof. Any such extension or waiver will not
affect Placees' commitments as set out in this Announcement.
If (i) any of the Conditions are not fulfilled or (where permitted) waived
by Shore Capital and VSA Capital by the relevant time or date specified (or
such later time or date as Shore Capital and VSA Capital may agree with the
Company, being no later than 8.00 a.m. BST on 31 May 2024) or (ii) the Placing
Agreement is terminated in the circumstances specified below under "Right to
terminate under the Placing Agreement", the Placing will not proceed and the
Placees' rights and obligations hereunder in relation to the Placing Shares
shall cease and terminate at such time and each Placee agrees that no claim
can be made by it or on its behalf (or any person on whose behalf the Placee
is acting) in respect thereof.
Neither Shore Capital, VSA Capital nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees shall have any
liability to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision they may make as to whether or
not to waive or to extend the time and/or date for the satisfaction of any
Condition to the Placing, nor for any decision they may make as to the
satisfaction of any Condition or in respect of the Placing generally, and by
participating in the Placing each Placee agrees that any such decision is
within the absolute discretion of Shore Capital and VSA Capital.
Right to terminate under the Placing Agreement
Each of Shore Capital and VSA Capital is entitled, but after prior
consultation with Cavendish, at any time before First Admission or Second
Admission (as the case may be), to terminate the Placing Agreement in
accordance with its terms in certain circumstances, including (amongst other
things):
1. Shore Capital or VSA Capital becomes aware of any
fact, matter or circumstance which constitutes or might reasonably be expected
to constitute a breach of the warranties in the Placing Agreement or which
indicates that any of such warranties has become or might reasonably be
expected to become untrue, inaccurate or misleading by reference to the facts
and circumstances then subsisting; or
2. the Company fails to comply in any material
respect with any of its obligations under the Placing Agreement, or with the
requirements of any laws or regulations in relation to the Placing, the
Subscription and/or Open Offer or it comes to the attention of Shore Capital
or VSA Capital that the Company has failed, in any material respect, to comply
with any of its obligations under the Placing Agreement; or
3. it comes to the attention of Shore Capital or VSA
Capital that any statement contained in the Placing Documents is untrue,
inaccurate or misleading which Shore Capital or VSA Capital (acting
reasonably) considers to be material in the context of the Fundraise or that
matters have arisen which would, if the Placing Documents were issued at that
time, constitute an omission therefrom which Shore Capital or VSA Capital
(acting reasonably) considers to be material in the context of the Placing,
the Subscription and/or Open Offer; or
4. there has occurred a force majeure event, or any
material adverse change has occurred in the financial position or prospects or
business of the Company and its subsidiary undertakings (taken as whole)
which, in the opinion of Shore Capital or VSA Capital (acting reasonably),
will or is likely to be prejudicial to the Placing, the Subscription and/or
the Open Offer.
If either Shore Capital or VSA Capital (the "Withdrawing Bookrunner") elects
to terminate the Placing Agreement in accordance with its terms but the other
Bookrunner (the "Continuing Bookrunner") elects not to do so, then the
Continuing Bookrunner has the right to elect to continue to act as the sole
placing agent of the Company in connection with the Placing (the "Step-in
Right") and in those circumstances the Placing Agreement will continue, the
Continuing Bookrunner will assume all rights of the Withdrawing Bookrunner
under the Placing Agreement and all obligations of the Withdrawing Bookrunner
will cease and determine, subject to certain exceptions.
Assuming the Step-in Right is not exercised and the Placing Agreement is
terminated, upon termination, the parties to the Placing Agreement shall be
released and discharged (except for any liability arising before or in
relation to such termination) from their respective obligations under or
pursuant to the Placing Agreement, subject to certain exceptions.
By participating in the Placing, each Placee agrees that (i) the exercise by
Shore Capital or VSA Capital of any right of termination or of any other
discretion under the Placing Agreement shall be within the absolute discretion
of Shore Capital or VSA Capital and that it need not make any reference to, or
consult with, Placees and that it shall have no liability to Placees
whatsoever in connection with any such exercise or failure to so exercise and
(ii) its rights and obligations terminate only in the circumstances described
above under "Right to terminate under the Placing Agreement" and "Conditions
of the Placing", and its participation will not be capable of rescission or
termination by it after oral confirmation by Shore Capital or VSA Capital of
the allocation and commitments following the close of the Bookbuild.
Restriction on Further Issue of Shares
The Company has undertaken to Shore Capital and VSA Capital that, between the
date of the Placing Agreement and 90 days after the date of First Admission
(the "Restricted Period"), it will not, without the prior written consent of
Shore Capital and VSA Capital directly or indirectly offer, issue, lend, sell
or contract to sell, issue options in respect of or otherwise dispose of or
announce an offering or issue of any Ordinary Shares (or any interest therein
or in respect thereof) or any other securities exchangeable for or convertible
into, or substantially similar to, Ordinary Shares or enter into any
transaction with the same economic effect as, or agree to do, any of the
foregoing (whether or not legally or contractually obliged to do so) provided
that the foregoing restrictions shall not restrict the ability of the Company
or any other member of the Group during the Restricted Period to grant of
options under, or the allotment and issue of shares pursuant to options under,
any employee or non-executive share or option schemes or long term incentive
plans of the Company (in accordance with its normal practice), or the
allotment and issue of the Open Offer Shares pursuant to the provisions of the
Open Offer.
By participating in the Placing, Placees agree that the exercise by Shore
Capital and VSA Capital of any power to grant consent to the undertaking by
the Company of a transaction which would otherwise be subject to the
restrictive provisions on further issuance under the Placing Agreement shall
be within the absolute discretion of Shore Capital and VSA Capital and that it
need not make any reference to, or consult with, Placees and that it shall
have no liability to Placees whatsoever in connection with any such exercise
of the power to grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB00B11DDB67)
following First Admission will take place within the system administered by
Euroclear ("CREST"), subject to certain exceptions. Shore Capital and VSA
Capital reserve the right to require settlement for, and delivery of, the
Placing Shares (or any part thereof) to Placees by such other means that they
may deem necessary if delivery or settlement is not possible or practicable
within the CREST system or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Shore Capital and VSA Capital are acting as settlement banks. Following the
close of the Bookbuild, each Placee to be allocated Placing Shares in the
Placing will be sent a Form of Confirmation stating the number of Placing
Shares allocated to them at the Issue Price, the aggregate amount owed by such
Placee to Shore Capital or VSA Capital (as the case may be) and settlement
instructions. Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with the standing
CREST or certificated settlement instructions in respect of the Placing Shares
that it has in place with Shore Capital or VSA Capital.
The Company will deliver the Placing Shares to CREST accounts operated by
Shore Capital and VSA Capital as agent for the Company and Shore Capital and
VSA Capital will enter their respective delivery instructions into the CREST
system. The input to CREST by a Placee of a matching or acceptance instruction
will then allow delivery of the relevant Placing Shares to that Placee against
payment.
It is expected that settlement in respect of the Placing Shares will take
place on 26 March 2024 on a delivery versus payment basis.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above LIBOR as determined by Shore Capital or VSA Capital
(as the case may be).
Each Placee is deemed to agree that, if it does not comply with these
obligations, Shore Capital or VSA Capital (as the case may be) may sell any or
all of the Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for Shore Capital or VSA Capital account and
benefit, an amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and will be required to bear
any stamp duty or stamp duty reserve tax or other taxes or duties (together
with any interest or penalties) imposed in any jurisdiction which may arise
upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the Form of Confirmation is copied and delivered
immediately to the relevant person within that organisation. Insofar as
Placing Shares are issued in a Placee's name or that of its nominee or in the
name of any person for whom a Placee is contracting as agent or that of a
nominee for such person, such Placing Shares should, subject as provided
below, be so registered free from any liability to UK stamp duty or stamp duty
reserve tax. If there are any circumstances in which any stamp duty or stamp
duty reserve tax or other similar taxes or duties (including any interest and
penalties relating thereto) is payable in respect of the allocation,
allotment, issue, sale, transfer or delivery of the Placing Shares (or, for
the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable
in connection with any subsequent transfer of or agreement to transfer Placing
Shares), neither Shore Capital, VSA Capital nor the Company shall be
responsible for payment thereof.
Representations, warranties, undertakings and acknowledgements
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with Shore Capital and VSA Capital
(in their capacity as bookrunners and placing agents of the Company in respect
of the Placing) and the Company, in each case as a fundamental term of their
application for Placing Shares, the following:
1. it has read and understood this Announcement in
its entirety and its acquisition 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 it has
not relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any person in
connection with the Placing, the Company, the Placing Shares or otherwise
other than the information contained in the Placing Documents and the Publicly
Available Information;
2. the Ordinary Shares are admitted to trading on
AIM and that the Company is therefore required to publish certain business and
financial information in accordance with the rules and practices of AIM, which
includes a description of the Company's business and the Company's financial
information, including balance sheets and income statements, and that it is
able to obtain or has access to such information without undue difficulty, and
is able to obtain access to such information or comparable information
concerning any other publicly traded companies, without undue difficulty;
3. to be bound by the terms of the articles of
association of the Company;
4. the person whom it specifies for registration as
holder of the Placing Shares will be (a) itself or (b) its nominee, as the
case may be. Neither Shore Capital, VSA Capital nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve tax or other
similar taxes or duties imposed in any jurisdiction (including interest and
penalties relating thereto) ("Indemnified Taxes"). Each Placee and any person
acting on behalf of such Placee agrees to indemnify the Company, VSA Capital
and Shore Capital on an after-tax basis in respect of any Indemnified Taxes;
5. neither Shore Capital, VSA Capital, nor any of
their affiliates agents, directors, officers and employees accepts any
responsibility for any acts or omissions of the Company or any of the
directors of the Company or any other person in connection with the Placing;
6. time is of the essence as regards its obligations
under this Announcement;
7. 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 or VSA Capital;
8. it will not redistribute, forward, transfer,
duplicate or otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing (including
electronic copies thereof) to any person and represents that it has not
redistributed, forwarded, transferred, duplicated, or otherwise transmitted
any such documents to any person;
9. no prospectus or other offering document is
required under the UK Prospectus Regulation or the EU Prospectus Regulation,
nor will one be prepared in connection with the Bookbuild, the Placing or the
Placing Shares and it has not received and will not receive a prospectus or
other offering document in connection with the Bookbuild, the Placing or the
Placing Shares;
10. in connection with the Placing, Shore Capital, VSA
Capital and any of their affiliates acting as an investor for its own account
may subscribe for Placing Shares in the Company and in that capacity may
retain, purchase or sell for its own account such Placing Shares in the
Company and any securities of the Company or related investments and may offer
or sell such securities or other investments otherwise than in connection with
the Placing. Accordingly, references in this Announcement to the Placing
Shares being issued, offered or placed should be read as including any issue,
offering or placement of such shares in the Company to Shore Capital, VSA
Capital or any of their affiliates acting in such capacity;
11. Shore Capital, VSA Capital and their affiliates may
enter into financing arrangements and swaps with investors in connection with
which Shore Capital, VSA Capital and any of their affiliates may from time to
time acquire, hold or dispose of such securities of the Company, including the
Placing Shares;
12. Shore Capital and VSA Capital do not intend to
disclose the extent of any investment or transactions referred to in
paragraphs 10 and 11 above otherwise than in accordance with any legal or
regulatory obligation to do so;
13. Shore Capital and VSA Capital do not owe any
fiduciary or other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing Agreement;
14. its participation in the Placing is on the basis
that it is not and will not be a client of any of Shore Capital or VSA Capital
in connection with its participation in the Placing and that neither Shore
Capital nor VSA Capital have any duties or responsibilities to it for
providing the protections afforded to its clients or customers or for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right;
15. the content of the Placing Documents and the
Publicly Available Information has been prepared by and is exclusively the
responsibility of the Company and neither Shore Capital, VSA Capital nor any
of their affiliates agents, directors, officers or employees nor any person
acting on behalf of any of them is responsible for or has or shall have any
responsibility or liability for any information, representation or statement
contained in, or omission from, this Announcement, the Publicly Available
Information or otherwise nor will they be liable for any Placee's decision to
participate in the Placing based on any information, representation, warranty
or statement contained in this Announcement, the Publicly Available
Information or otherwise, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by such person;
16. the only information on which it is entitled to rely
and on which such Placee has relied in committing itself to subscribe for
Placing Shares is contained in the Placing Documents or any Publicly Available
Information (save that in the case of Publicly Available Information, a
Placee's right to rely on that information is limited to the right that such
Placee would have as a matter of law in the absence of this paragraph 16),
such information being all that such Placee deems necessary or appropriate and
sufficient to make an investment decision in respect of the Placing Shares;
17. it has neither received nor relied on any other
information given, or representations, warranties or statements, express or
implied, made, by Shore Capital, VSA Capital or the Company nor any of their
respective affiliates, agents, directors, officers or employees acting on
behalf of any of them (including in any management presentation delivered in
respect of the Bookbuild) with respect to the Company, the Placing or the
Placing Shares or the accuracy, completeness or adequacy of any information
contained in the Placing Documents, or the Publicly Available Information or
otherwise;
18. neither Shore Capital, VSA Capital nor the Company,
nor any of their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them has provided, nor will
provide, it with any material or information regarding the Placing Shares or
the Company or any other person other than the information in the Placing
Documents or the Publicly Available Information; nor has it requested any of
Shore Capital, VSA Capital, the Company, any of their respective affiliates or
any person acting on behalf of any of them to provide it with any such
material or information;
19. neither Shore Capital, VSA Capital nor the Company
will be liable for any Placee's decision to participate in the Placing based
on any other information, representation, warranty or statement, provided that
nothing in this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
20. it may not rely, and has not relied, on any
investigation that Shore Capital, VSA Capital, any of their affiliates or any
person acting on its behalf, may have conducted with respect to the Placing
Shares, the terms of the Placing or the Company, and none of such persons has
made any representation, express or implied, with respect to the Company, the
Placing, the Placing Shares or the accuracy, completeness or adequacy of the
information in the Placing Documents, the Publicly Available Information or
any other information;
21. in making any decision to subscribe for Placing
Shares it:
(a) has such knowledge and experience in financial and
business matters to be capable of evaluating the merits and risks of
subscribing for the Placing Shares;
(b) will not look to Shore Capital or VSA Capital for
all or part of any such loss it may suffer;
(c) is experienced in investing in securities of this
nature in this sector and is aware that it may be required to bear, and is
able to bear, the economic risk of an investment in the Placing Shares;
(d) is able to sustain a complete loss of an investment
in the Placing Shares;
(e) has no need for liquidity with respect to its
investment in the Placing Shares;
(f) has made its own assessment and has satisfied
itself concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the Placing Shares; and
(g) has conducted its own due diligence, examination,
investigation and assessment of the Company, the Placing Shares and the terms
of the Placing and has satisfied itself that the information resulting from
such investigation is still current and relied on that investigation for the
purposes of its decision to participate in the Placing;
22. it is subscribing for the Placing Shares for its own
account or for an account with respect to which it exercises sole investment
discretion and has the authority to make and does make the acknowledgements,
representations and agreements contained in this Announcement;
23. it is acting as principal only in respect of the
Placing or, if it is acting for any other person, it is:
(a) duly authorised to do so and has full power to make
the acknowledgments, representations and agreements herein on behalf of each
such person; and
(b) will remain liable to the Company and/or Shore
Capital or VSA Capital for the performance of all its obligations as a Placee
in respect of the Placing (regardless of the fact that it is acting for
another person);
24. it and any person acting on its behalf is entitled
to subscribe for the Placing Shares under the laws and regulations of all
relevant jurisdictions that apply to it and that it has fully observed such
laws and regulations, has capacity and authority and is entitled to enter into
and perform its obligations as a subscriber of Placing Shares and will honour
such obligations, and has obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it to commit
to this participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any person on
whose behalf it is acting, all necessary consents and authorities to agree to
the terms set out or referred to in this Announcement) and will honour such
obligations and that it has not taken any action or omitted to take any action
which will or may result in Shore Capital, VSA Capital the Company or any of
their respective directors, officers, agents, employees or advisers acting in
breach of the legal or regulatory requirements of any jurisdiction in
connection with the Placing;
25. where it is subscribing for Placing Shares for one
or more managed accounts, it is authorised in writing by each managed account
to subscribe for the Placing Shares for each managed account;
26. it irrevocably appoints any duly authorised officers
of Shore Capital or VSA Capital as its agent for the purpose of executing and
delivering to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the Placing
Shares for which it agrees to subscribe for upon the terms of this
Announcement;
27. the Placing Shares have not been and will not be
registered or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or legislation
of the Restricted Jurisdictions, or any state, province, territory or
jurisdiction thereof;
28. the Placing Shares may not be offered, sold, or
delivered or transferred, directly or indirectly, in or into the above
jurisdictions or any jurisdiction (subject to certain exceptions) in which it
would be unlawful to do so and no action has been or will be taken by any of
the Company, Shore Capital, VSA Capital or any person acting on behalf of the
Company, VSA Capital or Shore Capital that would, or is intended to, permit a
public offer of the Placing Shares in the Restricted Jurisdictions or any
country or jurisdiction, or any state, province, territory or jurisdiction
thereof, where any such action for that purpose is required;
29. no action has been or will be taken by any of the
Company, Shore Capital, VSA Capital or any person acting on behalf of the
Company or Shore Capital or VSA Capital that would, or is intended to, permit
a public offer of the Placing Shares in the United States or in any country or
jurisdiction where any such action for that purpose is required;
30. unless otherwise specifically agreed with Shore
Capital and VSA Capital, it is not and at the time the Placing Shares are
subscribed for, neither it nor the beneficial owner of the Placing Shares will
be, a resident of, nor have an address in, Australia, New Zealand, Japan, the
Republic of South Africa or any province or territory of Canada;
31. it may be asked to disclose in writing or orally to
Shore Capital or VSA Capital, as applicable:
(a) if he or she is an individual, his or her
nationality; or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
32. it is and the prospective beneficial owner of the
Placing Shares is, and at the time the Placing Shares are subscribed for will
be (i) outside the United States and is acquiring the Placing Shares in an
"offshore transaction" as defined in, and in accordance with, Regulation S
under the US Securities Act or (ii) a QIB and will duly execute a US investor
letter and deliver the same to Shore Capital, VSA Capital or their affiliates;
33. it has not been offered to purchase or subscribe for
Placing Shares by means of any "directed selling efforts" as defined in
Regulation S under the US Securities Act or by means of any "general
solicitation" or "general advertising" within the meaning of Regulation D
under the US Securities Act;
34. it understands that the Placing Shares have not
been, and will not be, registered under the US Securities Act and may not be
offered, sold or resold, pledged or delivered in or into or from the United
States except pursuant to (i) an effective registration statement under the US
Securities Act; or (ii) pursuant to an exemption from the registration
requirements of the US Securities Act and, in each case, in accordance with
applicable United States state securities laws and regulations;
35. it (and any account for which it is purchasing) is
not acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the US Securities Act;
36. it will not distribute, forward, transfer or
otherwise transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into or from
the United States (including electronic copies thereof) to any person, and it
has not distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
37. it understands that there may be certain
consequences under United States and other tax laws resulting from an
investment in the Placing and it has made such investigation and has consulted
its own independent advisers or otherwise has satisfied itself concerning,
without limitation, the effects of United States federal, state and local
income tax laws and foreign tax laws generally;
38. it understands that the Company has not undertaken
to determine whether it will be treated as a passive foreign investment
company ("PFIC") for US federal income tax purposes for the current year, or
whether it is likely to be so treated for future years and neither the
Company, VSA Capital nor Shore Capital make any representation or warranty
with respect to the same. Accordingly, neither the Company nor Shore Capital
or VSA Capital can provide any advice to United States investors as to whether
the Company is or is not a PFIC for the current tax year, or whether it will
be in future tax years. Accordingly, neither the Company nor Shore Capital and
VSA Capital undertakes to provide to United States investors or shareholders
any information necessary or desirable to facilitate their filing of annual
information returns, and United States investors and shareholders should not
assume that this information will be made available to them;
39. if in a member state of the EEA, unless otherwise
specifically agreed with Shore Capital and VSA Capital in writing, it is a
qualified investor as defined in article 2 (e) of the EU Prospectus Regulation
("Qualified Investors");
40. it has not offered or sold and will not offer or
sell any Placing Shares to persons in the EEA except to Qualified Investors or
otherwise in circumstances which have not resulted in and which will not
result in an offer to the public in any member state of the EEA within the
meaning of the EU Prospectus Regulation;
41. if a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation, the Placing Shares subscribed
for or acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to, persons in the United Kingdom other than Qualified
Investors (as defined in Article 2(e) of the UK Prospectus Regulation), or in
circumstances in which the prior consent of Shore Capital and VSA Capital has
been given to each proposed offer or resale;
42. if in the United Kingdom, that it is a person (i)
having professional experience in matters relating to investments who falls
within the definition of "investment professionals" in Article 19(5) of the
Order or (ii) who falls within Article 49(2) (a) to (d) ("High Net Worth
Companies, Unincorporated Associations, etc") of the Order, or (iii) to whom
it may otherwise lawfully be communicated;
43. it has not offered or sold and will not offer or
sell any Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted and which will
not result in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the Financial Services and Markets Act 2000, as amended
("FSMA");
44. it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning
of section 21 of FSMA) relating to the Placing Shares in circumstances in
which section 21(1) of FSMA does not require approval of the communication by
an authorised person and it acknowledges and agrees that the Placing Documents
have not and will not have been approved by Shore Capital and VSA Capital in
their capacity as an authorised person under section 21 of the FSMA and it may
not therefore be subject to the controls which would apply if it was made or
approved as a financial promotion by an authorised person;
45. it has complied and will comply with all applicable
laws with respect to anything done by it or on its behalf in relation to the
Placing Shares (including all applicable provisions in FSMA and MAR) in
respect of anything done in, from or otherwise involving, the United Kingdom);
46. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with applicable laws and
regulations;
47. it has complied with its obligations under the
Criminal Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection
with money laundering and terrorist financing under the Proceeds of Crime Act
2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006
and the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 (as amended) and any related or
similar rules, regulations or guidelines, issued, administered or enforced by
any government agency having jurisdiction in respect thereof and the Money
Laundering Sourcebook of the FCA (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;
48. in order to ensure compliance with the Regulations,
Shore Capital and VSA Capital (for themselves and as agents on behalf of the
Company) or the Company's registrars may, in their absolute discretion,
require verification of its identity. Pending the provision to Shore Capital,
VSA 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 and VSA Capital's absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated form may
be delayed at Shore Capital, VSA Capital or the Company's registrars', as the
case may be, absolute discretion. If within a reasonable time after a request
for verification of identify Shore Capital or VSA Capital (for themselves and
as agents on behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, either Shore Capital, VSA 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;
49. the allocation, allotment, issue and delivery to it,
or the person specified by it for registration as holder, of Placing Shares
will not give rise to a stamp duty or stamp duty reserve tax liability under
(or at a rate determined under) any of sections 67, 70, 93 or 96 of the
Finance Act 1986 (depositary receipts and clearance services) and that the
Placing Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer Placing Shares into a clearance
service;
50. it (and any person acting on its behalf) has the
funds available to pay for the Placing Shares for which it has agreed to
subscribe and acknowledges and agrees that it will make payment in respect of
the Placing Shares allocated to it in accordance with this Announcement on the
due time and date set out herein, failing which the relevant Placing Shares
may be placed with other subscribers or sold as Shore Capital or VSA Capital
may in its sole discretion determine and without liability to such Placee, who
will remain liable for any amount by which the net proceeds of such sale falls
short of the product of the relevant Issue Price and the number of Placing
Shares allocated to it and will be required to bear any stamp duty, stamp duty
reserve tax or other taxes or duties (together with any interest, fines or
penalties) imposed in any jurisdiction which may arise upon the sale of such
Placee's Placing Shares;
51. any money held in an account with Shore Capital or
VSA Capital on behalf of the Placee and/or any person acting on behalf of the
Placee and/or any person acting on behalf of the Placee will not be treated as
client money within the meaning of the relevant rules and regulations of the
FCA made under the FSMA. Each Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as a
consequence this money will not be segregated from Shore Capital or VSA
Capital, as appropriate, money in accordance with the client money rules and
will be held by it under a banking relationship and not as trustee;
52. its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that Shore Capital, VSA Capital or the Company
may call upon it to subscribe for a lower number of Placing Shares (if any),
but in no event in aggregate more than the aforementioned maximum;
53. Shore Capital, VSA Capital nor any of their
affiliates, nor any person acting on behalf 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;
54. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993 or other
applicable law) in relation to the Company and its securities in advance of
the Placing, it confirms that it has received such information within the
market soundings regime provided for in article 11 of MAR and associated
delegated regulations and it has not:
(a) used that inside information to acquire or dispose
of securities of the Company or financial instruments related thereto or
cancel or amend an order concerning the Company's securities or any such
financial instruments;
(b) used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the Company or
financial instruments related thereto or to cancel or amend an order
concerning the Company's securities or such financial instruments; or
(c) unlawfully disclosed such information to any person,
prior to the information being made publicly available;
55. the rights and remedies of the Company, VSA Capital
and Shore Capital under the terms and conditions in this Announcement are in
addition to any rights and remedies which would otherwise be available to each
of them and the exercise or partial exercise of one will not prevent the
exercise of others; and
56. these terms and conditions of the Placing and any
agreements entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out of or in
connection with them, shall be governed by and construed in accordance with
the laws of England and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of any such
contract (including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or other
obligation arising out of or in connection with such contract), except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
either the Company or Shore Capital or VSA 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 foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings are given for the benefit of the Company as well
Shore Capital and VSA Capital and are irrevocable. Shore Capital, VSA Capital
the Company and their respective affiliates and others will rely upon the
truth and accuracy of the foregoing representations, warranties,
confirmations, acknowledgements, agreements and undertakings. Each prospective
Placee, and any person acting on behalf of such Placee, irrevocably authorises
the Company, VSA Capital and Shore Capital to produce this Announcement,
pursuant to, in connection with, or as may be required by any applicable law
or regulation, administrative or legal proceeding or official inquiry with
respect to the matters set forth herein.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify on an after tax basis and hold the
Company, Shore Capital, VSA Capital and their respective affiliates, agents,
directors, officers and employees harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee (and any
person acting on such Placee's behalf) in this Announcement or incurred by
Shore Capital or VSA Capital, the Company or any of their respective
affiliates, agents, directors, officers or employees arising from the
performance of the Placees' obligations as set out in this Announcement, and
further agrees that the provisions of this Announcement shall survive after
completion of the Placing.
Taxation
The agreement to allot and issue Placing Shares to Placees (and/or to persons
for whom such Placee is contracting as agent) free of stamp duty and stamp
duty reserve tax relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, direct from the Company for the
Placing Shares in question. Such agreement also assumes that the Placing
Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the settlement
relates to any other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax or other similar taxes or duties may be payable, for which neither
the Company nor Shore Capital nor VSA Capital will be responsible and the
Placees shall indemnify the Company, Shore Capital and VSA Capital on an
after- tax basis for any stamp duty or stamp duty reserve tax or other similar
taxes or duties (together with interest, fines and penalties) in any
jurisdiction paid by the Company or Shore Capital or VSA Capital in respect of
any such arrangements or dealings. If this is the case, each Placee should
seek its own advice and notify Shore Capital or VSA Capital accordingly.
Placees are advised to consult with their own advisers regarding the tax
aspects of the subscription for Placing Shares.
The Company, Shore Capital and VSA Capital are not liable to bear any taxes
that arise on a sale of Placing Shares subsequent to their acquisition by
Placees, including any taxes arising otherwise than under the laws of any
country in the EEA. Each prospective Placee should, therefore, take its own
advice as to whether any such tax liability arises and notify Shore Capital or
VSA Capital and the Company accordingly. Furthermore, each prospective Placee
agrees to indemnify on an after-tax basis and hold Shore Capital, VSA Capital
and/or the Company and their respective affiliates harmless from any and all
interest, fines or penalties in relation to stamp duty, stamp duty reserve tax
and all other similar duties or taxes in any jurisdiction to the extent that
such interest, fines or penalties arise from the unreasonable default or delay
of that Placee or its agent.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable, whether inside or outside the UK, by them or any other
person on the subscription, acquisition, transfer or sale by them of any
Placing Shares or the agreement by them to subscribe for, acquire, transfer or
sell any Placing Shares.
No statement in the Placing Documents is intended to be a profit forecast or
estimate, and no statement in the Placing Documents should be interpreted to
mean that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings per share of the Company. Past performance is no guide to future
performance and persons needing advice should consult an independent financial
adviser.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM, a market operated by the
London Stock Exchange.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, the
Placing Documents.
DEFINITIONS
The following definitions apply in Appendix 1 and, as the context shall admit,
in the Announcement:
"Admission" means First Admission and/or Second Admission, as the context requires
"AIM" AIM, a market operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange (as updated
from time to time)
"Application Form" the application form relating to the Open Offer for use by Qualifying
Non-CREST Shareholders in connection with the Open Offer and, in certain
limited circumstances, Qualifying CREST Shareholders
"Bookbuild" the bookbuilding process to be conducted by Shore Capital and VSA Capital to
arrange participation by Placees in the Placing
"BST" British Summer Time
"Cargill" Cargill NV, a company organised and existing under the laws of Belgium, having
its registered office at Bedrijvenlaan 9, 2800 Mechelen, Belgium
"Cavendish" Cavendish Capital Markets Limited
"Circular" the circular to be published by the Company in connection with, inter alia,
the Open Offer
"Company" Quadrise plc
"CREST" the relevant system (as defined in the Uncertificated Securities Regulations
2001) in respect of which Euroclear UK & Ireland Limited is the operator
(as defined in those regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (S.I. 2001 No 3755) (as
amended)
"EEA" the European Economic Area
"Euroclear" Euroclear UK & International Limited, the operator of CREST
"Excluded Shareholders" Shareholders with registered addresses in, or who are located or resident in,
citizens of, or corporations, partnerships or other entities created or
organised under the applicable laws of any Restricted Jurisdiction and to whom
Application Forms are not to be sent or whose stock accounts in CREST are not
to be credited with Open Offer Entitlements
"Existing Ordinary Shares" the 1,562,478,823 ordinary shares of £0.01 each in issue in the capital of
the Company at the date of this Announcement, all of which are admitted to
trading on AIM
"FCA" the Financial Conduct Authority
"First Admission" admission of the Placing Shares and Subscription Shares to trading on AIM
"Form of Confirmation" the form of confirmation or contract note made between Shore Capital or VSA
Capital (as applicable) and the Placees which incorporate by reference the
terms and conditions of the Placing contained in this Announcement
"FSMA" the Financial Services and Markets Act 2000, as amended
"Fundraise" means the Placing, Subscription and Open Offer
"Group" the Company and its subsidiary undertakings (and "Group Company" shall be
construed accordingly)
"Issue Price" 1.25 pence per Ordinary Share
"London Stock Exchange" London Stock Exchange plc
"MAC²" MAC2 Solutions NV, a company organised and existing under the laws of Belgium,
having its registered office at Blauwe Weg 7 - kaai 261 2030, Antwerp, Belgium
"MAR" the EU Market Abuse Regulation (2014/596/EU) as it forms part of UK domestic
law by virtue of the European Union (Withdrawal) Act 2018 and as modified by
or under the European Union (Withdrawal) Act 2018 or other domestic law
"MMU" MSAR® Manufacturing Unit
"MSC" MSC Shipmanagement Limited, a limited company registered in Cyprus and located
at 8 Spyrou Kyprianou Avenue, Limassol, which is a 100% subsidiary of the MSC
Group, a global shipping company which provides worldwide seaborne
transportation solutions, including in the container sector
"New Ordinary Shares" the new Ordinary Shares to be issued in the capital of the Company pursuant to
the Fundraise
"Open Offer" the conditional offer by the Company to Qualifying Shareholders to subscribe
for the Open Offer Shares on and subject to the terms and conditions set out
in the Circular and, in the case of Qualifying Non-CREST Shareholders only, in
the Application Form
"Open Offer Entitlement" entitlement to subscribe for Open Offer Shares, allocated to a Qualifying
Shareholder pursuant to the Open Offer
"Open Offer Shares" the number of New Ordinary Shares to be offered to Qualifying Shareholders
pursuant to the Open Offer as will be set out in the Circular;
"Ordinary Shares" means ordinary shares of £0.01 each in the capital of the Company
"Placees" persons who agree to subscribe for Placing Shares at the Issue Price
"Placing" the conditional placing of the Placing Shares by Shore Capital on behalf of
the Company at the Issue Price, in accordance with the Placing Agreement
"Placing Agreement" the conditional placing and open offer agreement dated 18 March 2024 between
the Company, Cavendish, Shore Capital and VSA Capital in relation to the
Placing
"Placing Results Agreement" the terms of the Placing setting out the Issue Price and the number of Placing
Shares to be issued in the Placing, to be executed in accordance with the
Placing Agreement by the Company, Shore Capital and VSA Capital
"Placing Shares" 118,922,107 New Ordinary Shares to be issued pursuant to the Placing
"QIL" Quadrise International Limited, a wholly-owned subsidiary of the Company
"Qualifying CREST Shareholders" Qualifying Shareholders whose Ordinary Shares on the register of members of
the Company on the Record Date are in uncertificated form
"Qualifying non-CREST Shareholders" Qualifying Shareholders whose Ordinary Shares on the register of members of
the Company on the Record Date are in certificated form
"Qualifying Shareholders" Shareholders whose names appear in the register of members of the Company at
the close of business on the Record Date, other than Excluded Shareholders
"Record Date" has the meaning given to it is the Circular
"RIS" shall have the same meaning as in the AIM Rules
"Second Admission" admission of the Open Offer Shares to trading on AIM
"Shareholder" a holder of Ordinary Shares from time to time
"Shore Capital" Shore Capital Stockbrokers Limited, joint broker to the Company and placing
agent in respect of the Placing
"Subscribers" means each subscriber for the Subscription Shares
"Subscription Letters" the agreements between the Company and each of the Subscribers dated on or
around the date of this Placing Agreement
"Subscription Shares" 1,077,893 New Ordinary Shares as will be recorded in the Subscription Letters
from each of the Subscribers to the Company pursuant to the Subscription at
the Issue Price, and "Subscription Share" shall be construed accordingly
"Valkor" means Valkor Technologies LLC, a Delaware limited liability company
"VSA Capital" VSA Capital Limited, joint broker to the Company and placing agent in respect
of the Placing
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