THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA, JAPAN OR TO BE TRANSMITTED OR DISTRIBUTED TO, OR SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN OF ANY SUCH COUNTRIES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS. PLEASE SEE THE IMPORTANT NOTICE IN THE APPENDIX TO THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN HAYDALE GRAPHENE INDUSTRIES PLC OR ANY OTHER ENTITY IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF HAYDALE GRAPHENE INDUSTRIES PLC.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDIX WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (596/2014/EU) ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
9 September 2020
HAYDALE GRAPHENE INDUSTRIES PLC
("Haydale", the "Company" or the "Group")
Proposed placing by way of an accelerated bookbuild ("Placing")
Subscriptions by certain Directors and others ("Subscription")
to raise approximately £3.0 million (the Placing, and Subscription together the "Fundraising")
Announcement of Contract Win
Haydale, the global technologies group and service provider that facilitates the integration of graphene and other nanomaterials into the next generation of industrial materials and commercial technologies, today announces its intention to conduct a placing of 68,428,526 new Ordinary Shares ("Placing Shares") and Subscription of 16,571,424 new Ordinary Shares ("Subscription Shares") at a price of 3.5 pence per share (being the "Issue Price") with new and existing shareholders.
The funds raised by the Placing will be used predominantly as working capital to finance the operations of the Company.
The Placing will be conducted through an accelerated book building process (the "Bookbuilding Process") which will be launched immediately following this announcement. The Placing is subject to the terms and conditions set out in the appendix to this announcement (the "Appendix") (the Appendix forms part of this announcement, such announcement and its Appendix together being this "Announcement").
Reason for the Placing
In March 2019, Haydale raised a net £5.6 million through an equity fund raising to fund general working capital, restructuring costs and investment with a focus on the delivery of short-term commercial targets. Following that fundraising, Keith Broadbent was appointed as Chief Executive Officer of the Company to deliver this strategy.
Over the last 18 months Haydale has made significant progress in moving from a research and development focused organisation to one that the Directors believe is on the threshold of making an impact on the diverse markets and industries that the Company's technology can positively impact. The Directors believe that they have delivered on their mandate from the 2019 fund raise as follows:
Focused investment in R&D
Haydale brings together two state of the art technologies - a patented plasma functionalisation process and an understanding of graphene and other nano materials (together "Graphene"). Over the past 18 months the Group has invested in both the degree of functionalisation and its capacity to scale production to commercial volumes.
‐ Haydale has developed a globally patented process to functionalise Graphene to allow it to interact with the targeted host and to enhance the electrical, thermal or mechanical properties of the end material. The level of enhancement depends on the level of surface functionalisation and Haydale continues to invest in advancing that process. Some recent developments include:
o Increase in surface oxygen levels up to 28%, a level which allows Haydale potential access to the graphene oxide market and indirectly elements of the electronics sector;
o Development of next generation functionalised inks with resistivity reduced to 10 ohms which allows for the replacement of silver and copper in certain elements of the growing RFID and NFC sectors. A cost effective and environmentally friendly application;
o Development of inks to surface coat fabrics and other garment material to create anti-microbial and anti-bacterial applications; and
o Graphene enhanced resins and polymers which can protect commercial aircraft, from lightning strike damage. Use of graphene enhance materials could make the copper 'Faraday' cage redundant and reduce the unloaded weight of the plane.
‐ Haydale has concentrated on technologies where it can demonstrate and sustain a technological advantage and where it can see a clear commercial pathway. To take advantage of that opportunity Haydale needs to be able to produce industrial volumes cost effectively. In the last 18 months Haydale has significantly increased its production capacity whilst improving the consistency of that output. The new contract win announced below requires Haydale to manufacture a significant volume of functionalised Graphene and this level of output is now possible.
Group Restructuring and Cost Reductions
Haydale had expanded quickly in APAC through 2015-17 but had failed to fulfil its potential within the region. As announced in January 2020, Haydale took the decision to close its loss-making Taiwan facility and repatriated this operation to its ink development hubs in Ammanford and Bangkok. Haydale recently signed a commission agreement with U-Win, a specialist materials and technology focused sales organisation, who have a mandate to sell Haydale's specialist inks and composites into the biomedical sensor and automotive and sports equipment manufacturers. The Directors are pleased with the early progress of this arrangement. Within the wider APAC region, Haydale has established a memorandum of understanding with a Sino-UK facilitator for business development purposes in China. Whilst it is still early days, we are seeing encouraging interest in the region for our PATit anti-counterfeiting product and in the silicon carbide ("SiC") manufactured by Haydale's US division.
In UK operations, it was imperative that Haydale improved its productivity, reduced its costs, and realigned its team to focus on sales and market development. Over the past 18 months the Directors have:
‐ Reduced the headcount by a third from 75 to 50, and specifically reduced the level of senior managers within the business units. Despite this overall reduction, Haydale has invested in expanding its global sales resource to ensure that it has the capacity to deliver on its commercial strategy;
‐ Closed a loss-making facility; and
‐ Realised significant savings across the wider business and the Directors expect to make further cost savings in the current financial year ending 30 June 2021.
Focus on Short Term Commercial Goals
The Directors have realigned the organization to focus on both the immediate commercial prospects and the longer-term potential of sales opportunity. This business pipeline is collated and analysed within the global sales tracker which assists in the allocation of sales, marketing, production, technical, and financial resource to enable a profitable outcome. Some key opportunities resulting from this systematic process are:
‐ Working with a UK based global RFID manufacturer to replace silver within a range of RFID tags in some applications;
‐ A four-year contract with Uniqe Aviation for the supply of electrically enhanced masterbatch in the Chinese civil aviation sector
‐ As detailed below, a three-year contract for sale of GNP-02 for the production of cosmetic face sheets. Haydale is currently negotiating a contract to sell the separate graphene enhanced PPE masks in the European market;
‐ Planned field trial of CeramycShield™, a cost-effective treatment that restores and renews cracked and old concrete, with a UK water utility company;
‐ Discussing sales and licensing of PATit anti-counterfeit capacitant ink with a number of parties both in Europe and APAC into sectors as diverse as food and drink, tobacco and security;
‐ At plant trial stage with a multi-national company to lightweight consumer packaging;
‐ Working with an automotive manufacturer to replace solvent based primers with water-based primers.
Haydale is focused on delivering these and other projects to drive the top line revenue of the Group.
The Directors have delivered on the strategy set out in March 2019, although that delivery has taken longer than anticipated and has been impacted by the Covid-19 pandemic. Haydale has used that crisis to further reassess the focus and direction of the business and where some markets have diminished, they have moved rapidly to open and exploit other potential revenue sources. The crisis has been a catalyst for further change which will lay a strong foundation for the business as it moves into the next phase of its evolution.
The Company announced on 4 March 2020 that its graphene had been incorporated by iCraft into a recently launched cosmetic face mask sheet. The Directors are pleased to announce that on the 8 September 2020 the Company signed an exclusive agreement with iCraft. Co. Limited ("iCraft"), a South Korean global technology company with interests in security and network solutions as well as the health and beauty sector. Haydale will be the exclusive supplier of functionalised graphene nano platelets for incorporation into iCraft's cosmetic face sheet mask range. The Agreement is for an initial period of three years and with the following contractual minimum volume drawdown:
The Directors note that this is the largest volume contract to date that Haydale has signed for functionalised nano materials and believes that this demonstrates that Graphene is moving firmly out of the laboratory and into the commercial sphere.
As indicated in the trading update of 16 April 2020 the Company has been adversely impacted by Covid-19 especially in the US division where demand for its SiC blanks has been indirectly affected by the severely reduced demand for global aviation. Whilst this has undoubtedly delayed Haydale's progress, the Directors have acted decisively to reduce the medium-term exposure of this business unit to the US aviation sector. In particular, the Group has, amongst other actions:
· established ties with a large UK engineering tooling supplier for the distribution of its SiC blanks;
· contracted with an experienced German agent for the sale of SiC blanks into parts of the European market and other markets that are geographically linked to Europe;
· Successfully completed initial tests of lower grade SiC blanks from the Asia Pacific region which should allow the Group to target the larger carbide tooling market;
· As previously announced, Haydale was appointed the exclusive UK distributor to the water sector for US based Zirconia Inc for its CeramycShield™ product that renews and restores, old or decaying concrete. Haydale is working closely with a UK water utility company and other water facility management companies and expect to participate in a field trial shortly.
The Directors have taken advantage of national Covid-19 schemes and have accessed support from the US Cares Act, the UK Bounceback loan scheme and Coronavirus Job Retention Scheme. The immediate action to preserve the cash position of the Company that was taken at the onset of the Covid-19 crisis has enabled the Company to continue to make progress through the summer of 2020, and to respond to opportunities that have arisen as our customers have worked towards their new normal. As at the end of August 2020, all our UK employees have returned to work albeit some on a part time basis.
The Group has made a positive start to financial year ending 30 June 2021. However, notwithstanding the progress towards a sound commercial foundation outlined above, given the wider economic backdrop, the Directors are taking a prudent approach and only anticipating a modest recovery for the current year.
Results for the year ended 30 June 2020 ("FY20")
As noted above, the Company has been adversely impacted by Covid-19 especially in the US division. We advised in April 2020 that it was likely that the overall Group would fall markedly short of its trading expectations and this has transpired with sales of SiC blanks being especially affected
Subject to audit, revenue for FY20 is expected to be approximately £2.9 million (2019: £3.5 million). Whilst the Directors are disappointed with this result they are pleased to report that the Group's gross profit is expected to show a small improvement (2019 £1.90 million) and that gross profit margins are expected to increase to circa 70% (2019 - 55%). Other operating income for the year is expected to be materially the same as the prior year (2019 - £0.8 million).
The Group has continued to reduce its cost base during the year and expects Adjusted Administrative expenses to reduce by circa £0.9 million on a like-for-like basis excluding the impact of IFRS 16 (2019 - £6.9 million). The Directors are pleased to report that despite the shortfall in revenue, the actions taken to bolster gross profit and to reduce operating costs both before and during the Covid-19 lockdown should result in a marked reduction in the loss from trading in the year (2019 - £5.8 million).
Cash as at 30 June 2020 was £0.8 million (2019 - £4.7 million), with the Group's Operating Cash outflow reduced by approximately £2.0 million (2019 - £4.6 million) but this was offset by a rise of c. £1.5 million in working capital in the year (2019 - £0.2 million). The Directors expect this working capital build up, principally in the US operation, to unwind over the next 12 - 18 months. The Directors anticipate that the reduction in working capital and the annualised benefit of the cost savings achieved will reduce the Net Cash Used in Operations in the year ended June 2021.
The Directors anticipate that the audited results for the year ended 30 June 2020 will be announced in October 2020.
The Board considers that the long-term outlook remains unchanged and believe that Haydale's proprietary technology and its capacity to functionalise nano and other materials and to significantly enhance the properties of host materials continues to deliver confidence in the prospects of the Group.
Whilst the business is well placed to benefit from a recovery in the aviation industry, given the uncertainty surrounding this sector it believes that it has put in place robust plans to grow the business whilst reducing reliance on any one particular product or sector.
The Company is proposing to raise approximately £3.0 million (before expenses) pursuant to the Placing and the Subscriptions. The Placing will be conducted by the Company in accordance with the terms and conditions set out in the Appendix to this Announcement. The Placing is being conducted through an accelerated bookbuilding process (the "Bookbuilding Process") which will commence immediately following this Announcement.
The Bookbuilding Process will determine final demand for and participation in the Placing. The Bookbuilding Process is expected to close not later than 4.30 p.m. (London) today, 9 September 2020, but may be closed at such earlier or later time as Arden may after consultation with the Company, in its absolute discretion, determine. The allocations will be determined at the absolute discretion of Arden and will be confirmed orally or by email by Arden following the close of the Bookbuilding Process. A further announcement will be made following the completion of the Bookbuilding Process (the "Result of Bookbuild Announcement").
The Appendix (which forms a part of this Announcement) contains the detailed terms and conditions of the Placing.
Each of the directors of the Company, Anthony Best, Bluebell Investment & Consulting GmbH (a company controlled by Nicholas Money-Kyrle) and other(s) have entered into Subscription Agreements to participate in the Fundraising at the Issue Price. Further details will be announced in the Result of Bookbuild Announcement.
Announcement of the Fundraising and Bookbuild commences
7.00 a.m. 9 September
Admission and commencement of dealings in the New Shares
8.00 a.m. 15 September
New Shares in uncertificated form expected to be credited to accounts in CREST
As soon as possible after 8.00 a.m. 15 September
Despatch of definitive share certificates for the New Shares in certificated form
Each of the times and dates above refer to London time and are subject to change by the Company. Any such change will be notified to Shareholders by an announcement on a Regulatory Information Service.
Further information on the Fundraising and Admission is included in the section headed 'Additional Information' below. Attention is also drawn to the section headed 'Important Information' of this Announcement and the terms and conditions of the Placing (representing important information for Placees only) in the Appendix to this Announcement.
Capitalised terms used but not defined in this Announcement shall have the meanings given to such terms in the section headed 'Definitions' below save that any capitalised term defined in the Appendix shall have such meaning in the Appendix to the exclusion, in the Appendix only, of any definition of such term elsewhere in this Announcement.
This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market soundings (as defined in MAR) were taken in connection with the Fundraising as a result of which certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received such inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.
Haydale Graphene Industries plc
Tel: 01269 842 946
Chief Executive Officer
Tel: 0207 614 5900
Paul Shackleton / Benjamin Cryer
This Announcement has been issued by, and is the sole responsibility, of the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Arden or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
This Announcement is released by Haydale Graphene Industries Plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"). It is disclosed in accordance with the Group's obligations under Article 17 of MAR.
For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this Announcement is being made on behalf of the Group by Mark Chapman.
This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company. In particular, the New Ordinary Shares have not been, and will not be, registered under the United States Securities Act of 1933 as amended or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Canada, Australia, the Republic of South Africa, Japan, New Zealand or Russia and, subject to certain exceptions, may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of Canada, Australia, the Republic of South Africa, Japan, New Zealand or Russia.
The distribution or transmission of this Announcement and the offering of the New Ordinary Shares in certain jurisdictions other than the UK may be restricted or prohibited by law or regulation. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken by the Company that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company to inform themselves about, and to observe, such restrictions. In particular, this Announcement may not be distributed, directly or indirectly, in or into the United States, Canada, the Republic of South Africa, Australia, Japan, New Zealand or Russia. Overseas Shareholders and any person (including, without limitation, nominees and trustees), who have a contractual or other legal obligation to forward this Announcement to a jurisdiction outside the UK should seek appropriate advice before taking any action.
This Announcement includes "forward-looking statements" which includes all statements other than statements of historical fact, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this Announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules.
No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
Arden Partners plc, which is authorised and regulated by the FCA in the United Kingdom, is acting as nominated adviser, lead broker and bookrunner to the Company in connection with the Placing. Arden Partners plc will not be responsible to any person other than the Company for providing the protections afforded to clients of Arden Partners plc or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company. Arden Partners plc is not making any representation or warranty, express or implied, as to the contents of this Announcement. Arden Partners plc has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Arden Partners plc for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information.
The New Ordinary Shares will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.
The Appendix to this Announcement (which forms part of this Announcement) sets out the terms and conditions of the Placing. By participating in the Placing, each person who is invited to and who chooses to participate in the Placing by making or accepting an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions set out in this Announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in the Appendix.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.
The following definitions apply throughout this Announcement unless the context otherwise requires:
the Companies Act 2006, as amended
the admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules
the market of that name operated by the London Stock Exchange
the AIM Rules for Companies governing the admission to and operation of AIM published by the London Stock Exchange as amended from time to time
this announcement, including the Appendix
Arden Partners plc, the Company's nominated adviser and broker
the articles of association of the Company in force at the date of this Announcement
"Board" or "the Directors"
the directors of the Company or any duly authorised committee thereof
"certificated" or "in certificated form"
in relation to a share or other security, a share or other security that is not in uncertificated form, that is not in CREST
the City Code on Takeovers and Mergers
the closing middle market quotation of a share as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange
"Company" or "Haydale"
Haydale Graphene Industries Plc a company incorporated in England and Wales with company number 7228939 whose registered office is at Clos Fferws, Parc Hendre, Capel Hendre, Ammanford, Carmarthenshire, SA18 3BL
the relevant system (as defined in the CREST Regulations 2001) for the paperless settlement of trades and the holding of uncertificated securities, operated by Euroclear, in accordance with the same regulations
the Uncertificated Securities Regulations 2001 (SI 2001 No. 3875), as amended
"Enlarged Share Capital"
the issued Ordinary Share capital of the Company immediately following the issue of the New Ordinary Shares
Euroclear UK & Ireland Limited, the operator of CREST
"Existing Ordinary Shares"
the Ordinary Shares in issue as at the date of this Announcement being the entire issued share capital of the Company prior to the Fundraising
the Financial Conduct Authority of the UK
the Financial Services and Markets Act 2000 (as amended)
together, the Placing, and the Subscriptions
together the Company and its subsidiary undertakings
International Securities Identification Number
"London Stock Exchange"
London Stock Exchange plc
"member account ID"
the identification code or number attached to any member account in CREST
"New Shares" or "New Ordinary Shares"
together, the Placing Shares and the Subscription Shares
ordinary shares of 2 pence each in the capital of the Company having the rights and being subject to the restrictions contained in the Articles
Shareholders with registered addresses, or who are citizens or residents of, or incorporated in, countries outside of the United Kingdom
persons who agree to subscribe for Placing Shares under the Placing
the placing by Arden, as agent of and on behalf of the Company, of the Placing Shares at the Issue Price on the terms and subject to the conditions in the Placing Agreement
the conditional agreement dated 9 September 2020 between the Company and Arden, relating to the Placing
"Receiving Agent", "Registrar", or "Share Registrars"
Share Registrars Limited The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR
"Regulatory Information Service"
a service approved by the London Stock Exchange for the distribution to the public of AIM announcements and included within the list on the website of the London Stock Exchange
the United States, Australia, Canada, Japan, New Zealand, Republic of South Africa , Russia and any other jurisdiction where the extension or availability of the Placing would breach any applicable law
the United States Securities Act of 1933, as amended
registered holders of Ordinary Shares
certain persons including each of the Directors, Anthony Best and Bluebell Investment & Consulting GmbH (a company controlled by Nicholas Money-Kyrle) who propose to subscribe for the Subscription Shares pursuant to the Subscription Agreements
the proposed conditional subscriptions by the Subscribers for the Subscription Shares at the Issue Price proposed to be made on the terms and subject to the conditions set out in the Subscription Agreements
the conditional letter agreements proposed to be entered into between the Company and each of the Subscribers, relating to the Subscriptions
the 16,571,424 new Ordinary Shares which are proposed to be issued pursuant to the Subscriptions
the United Kingdom of Great Britain and Northern Ireland
the UK Listing Authority, being the FCA acting as the competent authority for the purposes of Part VI of the FSMA
"uncertificated" or " in uncertificated form"
a share or other security recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF THE PROSPECTUS REGULATION (EU) 2017/1129 AND SUPPLEMENTS THERETO (THE "PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (3) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW OR REGULATION. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of the Placing Shares is being made in the United States. The Placing (as defined below) is being made solely outside the United States to persons in offshore transactions (as defined in Regulation S under the Securities Act ("Regulation S")) meeting the requirements of Regulation S. Persons receiving this announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing.
This Announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any Restricted Jurisdiction. This announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. No action has been taken by the Company, Arden or any Arden Affiliates or Haydale Affiliates (as defined below) that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any such restrictions.
All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan, New Zealand, the Republic of South Africa or Russia. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan, New Zealand, the Republic of South Africa, Russia or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.
Any indication in this Announcement of the price at which the existing Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser.
No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.
Arden, which is authorised and regulated in the United Kingdom by the FCA, is acting for Haydale and for no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Placing or Admission and will not be responsible to anyone other than Haydale for providing the protections afforded to clients of Arden or for affording advice in relation to the Placing or Admission, or any other matters referred to herein.
By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making or accepting an oral and/or written legally binding offer to subscribe for Placing Shares is deemed to have read and understood this Announcement in its entirety (including this Appendix) and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING SHARES.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the Placing Agreement with Arden. Pursuant to the Placing Agreement, Arden has, subject to the terms and conditions set out therein, agreed to use reasonable endeavours, as agent of the Company, to procure subscribers for the Placing Shares pursuant to the Bookbuilding Process described in this Announcement and as set out in the Placing Agreement.
The Placing is conditional on the Placing becoming unconditional and not being terminated in accordance with the terms of the Placing Agreement.
The Placing is not being underwritten. No element of the Fundraising is being underwritten.
The Placing Shares will, when issued, be subject to the Articles, be credited as fully paid and rank pari passu in all respects with each other and with the Ordinary Shares then in issue, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the date of Admission.
The Placing Shares will be issued free of any encumbrance, lien or other security interest.
Application for listing and admission to trading
Application will be made to the London Stock Exchange for the Placing Shares to be admitted to AIM. Subject to the satisfaction or waiver of the conditions of the Placing Agreement ("Conditions"), it is expected that Admission will take place and dealings in the Placing Shares will commence on AIM on or around 8.00 a.m. on 15 September 2020.
Commencing today, Arden will be conducting the Bookbuilding Process to determine demand for participation in the Placing by Placees. This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. However, Arden will be entitled to effect the Placing by such alternative method to the Bookbuilding Process as it may, after consultation with the Company, determine. No commissions will be paid by or to Placees in respect of any participation in the Placing or subscription for Placing Shares.
Participation in, and principal terms of, the Bookbuilding Process
Participation in the Placing is by invitation only and will only be available to persons who may lawfully be, and are, invited to participate by Arden. Arden and Arden Affiliates are entitled to participate as Placees in the Bookbuilding Process.
The Bookbuilding Process will establish the number of Placing Shares to be issued pursuant to the Placing.
The book will open with immediate effect. The Bookbuilding Process is expected to close not later than 4.30 p.m. on 9 September 2020, but may be closed at such earlier or later time as Arden may, in its absolute discretion (after consultation with the Company), determine. The Result of Bookbuild Announcement will be released following the close of the Bookbuilding Process.
A bid in the Bookbuilding Process will be made on the terms and conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and, except with Arden's consent, will not be capable of variation or revocation after the close of the Bookbuilding Process.
A Placee who wishes to participate in the Bookbuilding Process should communicate its bid by telephone to its usual sales contact at Arden. Each bid should either state the number of Placing Shares which the prospective Placee wishes to subscribe for or a fixed monetary amount at, in either case, the Issue Price. If successful, Arden will re-contact and confirm orally to Placees following the close of the Bookbuilding Process the size of their respective allocations and a trade confirmation will be despatched as soon as possible thereafter. Arden's oral confirmation of the size of allocations and each Placee's oral commitments to accept the same will constitute an irrevocable legally binding agreement in favour of the Company and Arden pursuant to which each such Placee will be required to accept the number of Placing Shares allocated to the Placee at the Issue Price on the terms and subject to the conditions set out herein and in accordance with the Articles. Each Placee's allocation and commitment will be evidenced by a trade confirmation issued to such Placee by Arden. The terms of this Appendix will be deemed incorporated in that trade confirmation.
Arden reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in the event that the Placing is oversubscribed. Arden also reserves the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The acceptance and, if applicable, scaling back of offers shall be at the absolute discretion of Arden.
Each Placee's obligations will be owed to the Company and to Arden. Following the oral confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Company and Arden, as agent of the Company, to pay to Arden (or as Arden may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares allocated to such Placee.
To the fullest extent permissible by law, none of Arden, any holding company of Arden, any subsidiary of Arden, any subsidiary of any such holding company, any branch, affiliate or associated undertaking of any such company nor any of their respective directors, officers and employees (each an "Arden Affiliate") nor any person acting on their behalf shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of Arden, any Arden Affiliate nor any person acting on their behalf shall have any liability (including, to the extent legally permissible, any fiduciary duties), in respect of its conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as Arden may determine.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the securities referred to in this Announcement will be subject to a product approval process, which is expected to determine that the securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, recipients of this Announcement should note that: the price of the securities may decline and investors could lose all or part of their investment; the securities offer no guaranteed income and no capital protection; and an investment in the securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore it is noted that, notwithstanding the Target Market Assessment, Arden will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the securities.
Each distributor is responsible for undertaking its own target market assessment in respect of the securities and for determining appropriate distribution channels.
Persons who are invited to and who choose to participate in the Placing, by making an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety and to be making such offer to acquire Placing Shares on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings contained in this Appendix.
In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) by whom or on whose behalf a commitment to take up Placing Shares has been given and who has been invited to participate in the Placing by Arden.
All obligations of Arden under the Placing will be subject to fulfilment of the conditions referred to in this Announcement including without limitation those referred to below under "Conditions of the Placing".
Conditions of the Placing
The Placing is conditional upon the Placing becoming unconditional and not having been terminated in accordance with the terms of the Placing Agreement.
The obligations of Arden under the Placing Agreement are conditional, amongst other things, on:
1. the warranties on the part of the Company contained in the Placing Agreement being true and accurate and not misleading on and as of the date of the Placing Agreement and at all times during the period up to and including Admission;
2. the performance by the Company of its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;
3. the obligations of Arden not having been terminated (as described below under "Right to terminate under the Placing Agreement"); and
4. Admission occurring not later than 8.00 a.m. on 15 September 2020 or such later time and/or date as Arden may agree in writing with the Company (but in any event not later than 8.00 a.m. on 29 September 2020).
If (a) the Conditions of the Placing are not fulfilled (or to the extent permitted under the Placing Agreement waived by Arden), or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. None of Arden, the Company, any Arden Affiliate, nor any holding company of the Company, any subsidiary of the Company, any subsidiary of any such holding company, any branch, affiliate or associated undertaking of any such company nor any of their respective directors, officers and employees (each a "Haydale Affiliate") shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Placing generally.
By participating in the Placing, each Placee agrees that Arden's rights and obligations in respect of the Placing terminate, inter alia, in the circumstances described below under "Right to terminate under the Placing Agreement".
Right to terminate under the Placing Agreement
Arden may, at any time before Admission and in its absolute discretion, terminate the Placing Agreement with immediate effect if, amongst other things:
1. any statement contained in any investor presentation or any announcement relating to the Placing is untrue, incorrect or misleading in any respect or that matters have arisen which constitute a significant new factor;
2. any of the warranties, was, when given, or becomes, untrue, inaccurate or misleading;
3. the Company has failed to comply materially with any of its obligations under the Placing Agreement;
4. any of the Conditions of the Placing have become incapable of fulfilment;
5. there has occurred any material adverse change affecting the financial condition, operations, earnings, business affairs or prospects of the Company and its subsidiaries; or
6. there has occurred any international crisis, act of terrorism, outbreak of hostilities, change in national or international financial, monetary, economic, industrial, political or market conditions including fluctuations in exchange rates, or the suspension of trading in securities generally on the London Stock Exchange or the New York Stock Exchange (including a material deterioration in, or a material escalation in response to, the coronavirus outbreak, being the disease named as "COVID-19" by the World Health Organisation on 11 February 2020), or trading is limited or minimum prices established on any such exchange, or the declaration of a banking moratorium in London or by the US Federal or New York State authorities or material disruption to any commercial banking or securities settlement services in the US or the UK, or there comes into effect any government regulation which Arden in its absolute discretion believe is, will or may be materially prejudicial to the Company or to the successful outcome of the Placing.
By participating in the Placing, each Placee agrees with Arden that the exercise by Arden of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Arden and that Arden need not make any reference to the Placees in this regard and that, to the fullest extent permitted by law, neither the Company, Arden, any Arden Affiliate nor any Haydale Affiliate shall have any liability whatsoever to the Placees in connection with any such exercise or failure to so exercise.
No offering document or prospectus has been or will be prepared in relation to the Placing and no such prospectus is required (in accordance with the Prospectus Regulation) to be published or submitted to be approved by the FCA and Placees' commitments will be made solely on the basis of the information contained in this Announcement. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) does not apply.
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms to Arden and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of Arden (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below), any Arden Affiliate, any persons acting on its or their behalf or the Company or any Haydale Affiliate and none of Arden, any Arden Affiliate, any persons acting on their behalf, the Company, any Haydale Affiliate nor any persons acting on their behalf will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges to and agrees with Arden for itself and as agent for the Company that, except in relation to the information contained in this Announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding whether to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
The Company has undertaken to Arden that for a period of 60 calendar days after the date of Admission, it will not, without the prior consent of Arden (such consent not to be unreasonably withheld or delayed) enter into certain transactions involving or relating to the Ordinary Shares, subject to certain exceptions agreed between Arden and the Company.
By participating in the Placing, Placees agree that the exercise by Arden of any power to grant consent to waive the undertaking by the Company of a transaction which would otherwise be subject to the lock-up under the Placing Agreement shall be within the absolute discretion of Arden and that they need not make any reference to, or consultation with, Placees and that they 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 following Admission will take place within the CREST system, using the DVP mechanism, subject to certain exceptions. Arden reserves the right to require settlement for and delivery of the Placing Shares to Placees by such other means as Arden may deem necessary, including, without limitation, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
The expected timetable for settlement will be as follows:
10 September 2020
15 September 2020
Deadline for input instruction into CREST
3.00 p.m. on 15 September 2020
CREST ID for Arden
Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it, the Issue Price, the aggregate amount owed by such Placee to Arden and settlement instructions. Placees should settle against the Arden CREST ID shown above. It is expected that such trade confirmation will be despatched on the expected trade date shown above. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with Arden.
It is expected that settlement will take place on the Settlement Date shown above on a DVP basis in accordance with the instructions set out in the trade confirmation unless otherwise notified by Arden.
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 the base rate of Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with these obligations, Arden may sell any or all of the Placing Shares allocated to the Placee on such Placee's behalf and retain from the proceeds, for Arden's own account and profit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The Placee will, however, remain liable for any shortfall below the aggregate amount owed by such Placee and it may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, the Placee should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to any levy, stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither Arden nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations, warranties and terms
By participating in the Placing, each Placee (and any person acting on such Placee's behalf):
1. represents and warrants that it has read and understood this Announcement in its entirety (including this Appendix) and acknowledges that its participation in the Placing and the issue of the Placing Shares will be governed by the terms of this Announcement (including this Appendix);
2. acknowledges that no prospectus or offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Bookbuilding Process, the Placing or the Placing Shares;
3. agrees to indemnify on an after-tax basis and hold harmless each of the Company, Arden, Arden Affiliates and Haydale Affiliates and any person acting on their behalf from any and all costs, losses, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Announcement and further agrees that the provisions of this Announcement shall survive after completion of the Placing;
4. acknowledges that the Placing Shares will be admitted to AIM and the Company is therefore required to publish and has published certain business and financial information in accordance with the AIM Rules and MAR and other applicable laws and regulations (the "Exchange Information"), which includes certain business and financial and the Company's announcements and circulars published in the past 12 months, and that the Placee is able to obtain or access this Exchange Information without undue difficulty and is aware of the contents of the Exchange Information;
5. acknowledges that none of Arden, any Arden Affiliate or any person acting on their behalf has provided, and will not provide, it with any material or information regarding the Placing Shares or the Company; nor has it requested any of Arden, nor any Arden Affiliate nor any person acting on their behalf to provide it with any such material or information;
6. acknowledges that (i) none of Arden or any Arden Affiliate or any person acting on behalf of any of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of Arden and that Arden does not have any duties or responsibilities to it (or any person acting on behalf of a Placee) for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings, agreements or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right, and (ii) neither it nor, as the case may be, its clients expect Arden to have any duties or responsibilities to it similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook contained in the FCA's Handbook of Rules and Guidance, and that Arden is not acting for it or its clients, and that Arden will not be responsible to any person other than the Company for providing protections afforded to its clients;
7. acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that none of Arden, nor any Arden Affiliate nor any person acting on their behalf will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this Announcement or any information previously published by or on behalf of the Company and none of Arden, nor any Arden Affiliate nor any person acting on their behalf will be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing to subscribe for the Placing Shares is contained in this Announcement, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares, and that it has relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to subscribe for the Placing Shares and acknowledges that it is not relying on any other information whatsoever and in particular it is not relying on any investigation that Arden, any Arden Affiliate or any person acting on their behalf may have conducted with respect to the Placing Shares or the Company and none of such persons has made any representations to it, express or implied, with respect thereto;
8. acknowledges that it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has had sufficient time to consider and conduct its own investigation in connection with its subscription for the Placing Shares, including all tax, legal and other economic considerations and has relied upon its own examination of, and due diligence on, the Company, and the terms of the Placing, including the merits and risks involved;
9. unless paragraph 10 applies, represents and warrants that it has neither received nor relied on any inside information for the purposes of MAR and section 56 of the Criminal Justice Act 1993 (the "CJA") in relation to the Company or its participation in the Placing;
10. it acknowledges and agrees that, if it has received any inside information (for the purpose of MAR and section 56 of the CJA) in relation to the Company and its securities in advance of the Placing, it has consented to receive inside information for the purposes of MAR and the CJA and it acknowledges that it was an insider or a person who has received a market sounding for the purpose of such legislation and it confirms that it has not: (a) dealt (or attempted to deal) in the securities of the Company (or cancelled or amended an order in relation thereto); (b) encouraged, recommended or induced another person to deal in the securities of the Company (or to cancel or amend an order in relation thereto); (c) unlawfully disclosed inside information to any person, in each case, prior to the information being made publicly available;
11. acknowledges that it is not entitled to rely on any information (including, without limitation, any information contained in any management presentation given in relation to the Placing) other than that contained in this Announcement (including this Appendix) and any Exchange Information and represents and warrants that it has not relied on any representations relating to the Placing, the Placing Shares or the Company other than the information contained in this Announcement or in any Exchange Information;
12. acknowledges that it has not relied on any information relating to the Company contained in any research reports prepared by Arden or any Arden Affiliate or any person acting on their behalf and understands that (i) none of Arden, nor any Arden Affiliate nor any person acting on their behalf has or shall have any liability for any public information relating to the Company or otherwise or any representation; (ii) none of Arden, nor any Arden Affiliate, nor any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this Announcement or otherwise; and that (iii) none of Arden, nor any Arden Affiliate, nor any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;
13. represents and warrants that (i) it is entitled to acquire the Placing Shares for which it is subscribing under the laws and regulations of all relevant jurisdictions which apply to it; (ii) it has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities which may be required or necessary in connection with its subscription for Placing Shares and its participation in the Placing and has complied with all other necessary formalities in connection therewith; (iii) it has all necessary capacity to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations; (iv) it has paid any issue, transfer or other taxes due in connection with its subscription for Placing Shares and its participation in the Placing in any territory; and (v) it has not taken any action which will or may result in the Company, Arden or any Arden Affiliate or Haydale Affiliate or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing;
14. represents and warrants that it understands that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and are not being offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;
15. represents and warrants that its acquisition of the Placing Shares has been or will be made in an "offshore transaction" as defined in and pursuant to Regulation S;
16. represents and warrants that it will not offer or sell, directly or indirectly, any of the Placing Shares in the United States except in accordance with Regulation S or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;
17. represents and warrants that, if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA which has implemented the Prospectus Regulation other than "qualified investors" as defined in Article 2(e) of the Prospectus Regulation, or in circumstances in which the prior consent of Arden has been given to such an offer or resale;
18. represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the EEA except in circumstances falling within Article 3(2) of the Prospectus Regulation which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Regulation;
19. represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which it is permitted to do so pursuant to section 21 of FSMA;
20. represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;
21. represents and warrants that it has complied with its obligations: (i) under the CJA and MAR; (ii) in connection with the laws of all relevant jurisdictions which apply to it and it has complied, and will fully comply, with all such laws (including where applicable, the Criminal Justice Act 1988, the Terrorism Act 2000, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002 (as amended) , the Terrorism Act 2006, the Counter-Terrorism Act 2008 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017) and that it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations ((i), (ii), (a) and (b), together, the "Regulations") and rules and guidance on anti-money laundering produced by the Financial Conduct Authority ("FCA") and, if it is making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations; and it is permitted to subscribe for Placing Shares in accordance with the laws of all relevant jurisdictions which apply to it and it has complied, and will fully comply, with all such laws (including where applicable, the Anti-Terrorism, Crime and Security Act 2001, the Terrorism Act 2006, the Counter-Terrorism Act 2008, the Proceeds of Crime Act 2002 (as amended) and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017);
22. if in the United Kingdom, represents and warrants that: (a) it is a person having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the FPO, or (b) it is a person who falls within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated Associations etc.") of the FPO and (c) it is a qualified investor as defined in Article 2(e) of the Prospectus Regulation and (d) it is person to whom this Announcement may otherwise lawfully be communicated;
23. represents and warrants that its participation in the Placing would not give rise to an offer being required to be made by it or any person with whom it is acting in concert pursuant to Rule 9 of the City Code on Takeovers and Mergers;
24. undertakes that it (and any person acting on its behalf) will pay for the Placing Shares acquired by it in accordance with this Announcement and with any trade confirmation sent by Arden (or on its behalf) to it in respect of its allocation of Placing Shares and its participation in the Placing on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as Arden may, in its absolute discretion, determine and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;
25. acknowledges that none of Arden, nor any Arden Affiliate nor any person acting on their behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing, and acknowledges that none of Arden, nor any Arden Affiliate nor any person acting on their behalf has any duties or responsibilities to it for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of Arden's rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;
26. undertakes that (i) the person whom it specifies for registration as holder of the Placing Shares will be (a) the Placee or (b) the Placee's nominee, as the case may be, (ii) neither Arden nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement and (iii) the Placee and any person acting on its behalf agrees to acquire the Placing Shares on the basis that the Placing Shares will be allotted to the CREST stock account of Arden which will hold them as settlement agent as nominee for the Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;
27. acknowledges that any agreements entered into by it pursuant to these terms and conditions, and any non-contractual obligations arising out of or in connection with such agreements, shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the courts of England and Wales as regards any claim, dispute or matter arising out of any such contract;
28. acknowledges that it irrevocably appoints any director of Arden as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;
29. represents and warrants that it is not a resident of any Restricted Jurisdiction and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be cleared in respect of the Placing Shares under the securities legislation of any Restricted Jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within any Restricted Jurisdiction;
30. represents and warrants that any person who confirms to Arden on behalf of a Placee an agreement to subscribe for Placing Shares and/or who authorises Arden to notify the Placee's name to the Company's registrar, has authority to do so on behalf of the Placee;
31. acknowledges that the agreement to settle each Placee's acquisition of Placing Shares (and/or the acquisition of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from the Company of the Placing Shares in question. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Arden will be responsible. If this is the case, the Placee should take its own advice and notify Arden accordingly;
32. acknowledges that when a Placee or any person acting on behalf of the Placee is dealing with Arden, any money held in an account with Arden on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated in accordance with the client money rules and will be used by Arden in the course of its business; and the Placee will rank only as a general creditor of Arden (as the case may be);
33. acknowledges and agrees that in order to ensure compliance with the Criminal Justice Act 1988, the Terrorism Act 2000, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002 (as amended) the Terrorism Act 2006, the Counter-Terrorism Act 2008 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, and, to the extent applicable, any related or similar rules, regulations of any body having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA, Arden (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Arden or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Arden's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at Arden's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity Arden (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Arden 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;
34. acknowledges and understands that the Company, Arden, and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements, undertakings and acknowledgements;
35. acknowledges that the basis of allocation will be determined by Arden at its absolute discretion and that the right is reserved to reject in whole or in part and/or scale back any participation in the Placing;
36. irrevocably authorises the Company and Arden to produce this Announcement pursuant to, in connection with, or as maybe required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;
37. acknowledges and agrees that its commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;
38. acknowledges and agrees that time is of the essence as regards its obligations under this Appendix;
39. acknowledges and agrees that any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to Arden;
40. acknowledges and agrees that it will be bound by the terms of the Articles; and
41. acknowledges and agrees that these terms and conditions in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Arden in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.
The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to each of the Company and Arden (for their own benefit and, where relevant, the benefit of any Arden Affiliate or Haydale Affiliate and any person acting on their behalf) and are irrevocable.
No claim shall be made against the Company, Arden, any Arden Affiliate, any Haydale Affiliate, or any other person acting on behalf of any of such persons by a Placee to recover any damage, cost, loss, charge or expense which it may suffer or incur by reason of or arising from or in connection with the performance of its obligations hereunder or otherwise howsoever in connection with the Placing or Admission.
No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued or transferred (as the case may be) into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to stamp duty and/or stamp duty reserve tax, for which neither the Company nor Arden will be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Arden in the event that any of the Company or any Haydale Affiliate or Arden or any Arden Affiliate has incurred any such liability to stamp duty or stamp duty reserve tax.
In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.
All times and dates in this Announcement may be subject to amendment. Arden shall notify the Placees and any person acting on behalf of the Placees of any such changes.
This Announcement has been issued by the Company and is the sole responsibility of the Company.
Each Placee, and any person acting on behalf of the Placee, acknowledges that Arden does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Arden or any Arden Affiliate may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
The rights and remedies of Arden and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise or partial exercise of one will not prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to Arden and, if so, undertakes to provide:
1. if he is an individual, his nationality;
2. if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned; and
3. such other "know your client" information as Arden may reasonably request.
References to time in this Announcement are to London time, unless otherwise stated.
All times and dates in this Announcement may be subject to amendment.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.