THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. FURTHER DETAILS OF THE FUNDRAISING AND THE SALE ARE SET OUT BELOW.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW SHARES OF OR SALE SHARES IN FACILITIES BY ADF PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
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 AND THE SALE.
TERMS NOT OTHERWISE DEFINED HEREIN (INCLUDING THE APPENDIX TO THIS ANNOUNCEMENT) SHALL HAVE THE MEANINGS GIVEN IN THE SECTION ENTITLED "DEFINITIONS" OF THIS ANNOUNCEMENT.
22 August 2024
FACILITIES BY ADF PLC
("Facilities by ADF", "ADF", the "Company" and together with its subsidiaries the "Group")
Proposed Acquisition of Autotrak Portable Roadways Limited
Proposed Placing and Retail Offer to raise gross proceeds of up to £10.5 million for the Group
Proposed Sale to raise gross proceeds of not less than £10.0 million for the Selling Shareholders
Facilities by ADF (AIM: ADF), the leading provider of premium serviced production facilities to the UK film and high-end television industry ("HETV"), is pleased to announce that it has conditionally agreed to acquire the entire issued share capital of Autotrak Portable Roadways Limited for a consideration of up to £21.3 million. In order to finance the Acquisition, the Company proposes to raise gross proceeds of £10.0 million (before fees and expenses) by way of a placing of 20,000,000 new Ordinary Shares at an Issue Price of 50 pence per Ordinary Share.
In addition, the Selling Shareholders are seeking to raise not less than a further £10.0 million through the sale of not less than 20,000,000 Existing Ordinary Shares at the Issue Price.
Transaction Highlights
· Acquisition of Autotrak, one of the market-leading suppliers of portable roadway and one of the largest privately owned suppliers of panels to the film and TV sector in the UK, whilst also servicing festivals & outdoor events and construction related industries for a client base of more than 165 customers, for an aggregate consideration payable to the Vendors of up to a maximum of £21.3 million:
o Initial consideration of £10.0 million on a cash-free-debt-free basis in cash and 5,915,357 Consideration Shares.
o Contingent consideration deferred over three years from Completion of an aggregate of up to approximately £4.2 million payable in cash in equal annual tranches contingent on maintenance of forecast FY24 levels of adjusted EBITDA performance from FY25 to FY27.
o Earnout consideration of up to approximately £4.0 million in aggregate payable in cash in FY28 based on growth in adjusted EBITDA performance from FY25 to FY27.
· In the year to 31 December 2023, Autotrak generated revenues of £8.3 million and adjusted underlying EBITDA(1) of £4.3 million.
· The Acquisition is the next step in the delivery of the Group's vision for ADF as a one-stop shop for film and HETV production, operating across multiple businesses and run by talented local management and accelerates ADF's diversification of product offering and customer base, including across complementary industries.
· The Acquisition will be significantly earnings per share accretive following integration into the Group.
· Placing with new and existing institutional and other investors to raise gross proceeds of £10.0 million. The net proceeds of the Placing of approximately £9.1 million will be applied towards the cash component of the Initial Consideration.
· Two institutional investors have confirmed their intention to seek to invest an aggregate £7.6 million in the Placing.
· Retail Offer to raise up to an additional £0.5 million at the Issue Price which will provide ADF with additional capital with which to continue to execute upon the Group's growth strategy.
· Sale of not less than 20,000,000 Sale Shares at the Issue Price on behalf of the Selling Shareholders in order to meet strong institutional demand.
· The Issue Price represents a discount of approximately 6.0 per cent. to the closing mid-market price of an Ordinary Share of 53.0 pence on 21 August 2024 (being the latest practicable business day prior to this Announcement).
· General Meeting to approve the Resolutions in connection with the transaction to be held at the Company's offices at Kitsmead Lane, Longcross, Lyne, Chertsey KT16 0EF at 10 a.m. on 9 September 2024.
· Following the passing of the Resolutions at the General Meeting, Admission of the New Shares and completion of the Acquisition and the Sale are expected to occur on or around 8.00 a.m. on 10 September 2024.
(1) adjusted earnings before interest, taxes, depreciation and amortisation ("EBITDA") and adjusted to reflect normalized and underlying FY23 adjusted EBITDA in adjusted for the effects of in period industry strikes.
Cavendish is acting as nominated adviser, broker and sole bookrunner in connection with the Acquisition, the Fundraising and the Sale. The Placing and the Sale will be conducted by way of an accelerated bookbuild (the "Accelerated Bookbuild"), which will be launched immediately following this announcement, in accordance with the terms and conditions set out in the appendix to this Announcement.
The timing for the close of the Accelerated Bookbuild and allocation of the Placing Shares and the Sale Shares shall be at the absolute discretion of Cavendish, in consultation with the Company. The final number of Placing Shares to be issued pursuant to the Placing will be agreed by Cavendish and the Company at the close of the Accelerated Bookbuild. The result of the Placing and the Sale will be announced as soon as practicable thereafter. Neither the Placing nor the Sale is being underwritten nor are they conditional on the Retail Offer taking place. The Placing Shares and the Sale Shares are not subject to scaleback and are not part of the Retail Offer.
Marsden Proctor, Chief Executive Officer of Facilities by ADF, commented:
"I am delighted to announce the conditional acquisition of Autotrak, which marks a material step in our stated strategy of being the provider of choice for the HETV & film industry across a diversified product and service offering. The Acquisition will therefore be a further endorsement of ADF's aspirations of generating £100m of revenues in the medium term.
"ADF already has an excellent working relationship with Autotrak which has provided demonstrable evidence of the strong cultural and technological fit which will be of great benefit to the enlarged Group's customers."
Michael Fox, Managing Director of Autotrak, said:
"By joining the ADF family, we at Autotrak believe that ADF's expertise in the film and TV sector will positively influence our day-to-day operations, enhancing the value we deliver to our customers. Aligning with ADF's vision of industry leadership, for everyone at Autotrak, this integration represents an exciting opportunity to expand our reach and influence".
Further information on the Fundraising and the Sale, including the expected timetable of principal events, is set out below. This Announcement should be read in its entirety.
The person responsible for arranging the release of this Announcement on behalf of the Company is Marsden Proctor, a Director of the Company.
For further enquiries:
| Facilities by ADF plc Marsden Proctor, Chief Executive Officer Neil Evans, Chief Financial Officer John Richards, Chairman
| via Alma
|
| Cavendish Capital Markets Limited Nominated Adviser, Broker and Sole Bookrunner Ben Jeynes / George Lawson / Hamish Waller - Corporate Finance Michael Johnson / George Budd / Sunila de Silva - Sales and ECM
| Tel: +44 (0)20 7220 0500
|
| Alma Strategic Communications Josh Royston Hannah Campbell Robyn Fisher | Tel: +44 (0)20 3405 0205 |
Introduction
The Company announces that it has conditionally agreed to acquire 100 per cent. of the issued share capital of Autotrak and that it is seeking to raise £10.5 million (before expenses and assuming that the Retail Offer is fully subscribed) by way of the Fundraising, comprising the Placing to raise gross proceeds of £10.0 million and the Retail Offer to raise gross proceeds of up to £0.5 million.
The Acquisition is expected to be significantly earnings per share accretive following integration into the Group and the net proceeds of the Placing of approximately £9.1 million will be applied towards the cash component of the Initial Consideration for the Acquisition.
The Board recognises and is grateful for the continued support received from its Shareholders and is pleased to offer Retail Shareholders in the UK the opportunity to participate in the Fundraising through the Retail Offer. The Retail Offer is being conducted via the Bookbuild Platform. The maximum amount that can be raised through the Retail Offer is £0.5 million (before expenses and assuming full take up of the Retail Offer) through the issue of up to 1,000,000 Retail Offer Shares at the Issue Price. A separate announcement will be made shortly regarding the Retail Offer and its terms. The Placing and the Sale are not conditional upon the Retail Offer. For the avoidance of doubt, the Retail Offer forms no part of the Placing or the Sale. The net proceeds of the Retail Offer will provide ADF with additional capital with which to continue to execute upon the Group's growth strategy.
Under the terms of the Acquisition, the Company has agreed to acquire 100 per cent. of Autotrak's issued share capital and will pay the Initial Consideration of £10.0 million on Completion in cash on a cash-free-debt-free basis together with share based consideration of £3.1 million to be settled through the issue of the Consideration Shares at an effective issue price of 52.54 pence per Consideration Share. The issue price of the Consideration Shares has been calculated as the volume weighted average of the closing mid-market prices of the Company's Ordinary Shares over the five days prior to the signature of the Acquisition Agreement.
The Contingent Consideration of approximately £4.2 million will be payable in cash and deferred over a three year period subject to the maintenance of forecast FY24 levels of adjusted EBITDA from FY25 to FY27 and the Earnout Consideration of up to approximately £4.0 million may be payable in cash in FY28 should growth in adjusted EBITDA performance from FY25 to FY27 meet defined hurdles. Further details regarding the terms of the Acquisition are set out in the section headed 'Terms of the Acquisition' below.
The New Shares represent approximately 33.3 per cent. of the Existing Ordinary Shares, and approximately 25.0 per cent. of the Enlarged Share Capital (assuming, in each case, that all of the Placing Shares are subscribed for and the Retail Offer is fully subscribed). The Issue Price represents approximately a 6.0 per cent. discount to the closing mid-market price of 53.0 pence per Ordinary Share on 21 August 2024, being the latest practicable business day prior to this Announcement.
The Fundraising is conditional upon, inter alia, Shareholders approving the Resolutions at the General Meeting, compliance by the Company in all material respects with its obligations under the Placing Agreement and the occurrence of Admission. In the event that the Resolutions are not passed, the Fundraising will not proceed and the Company will not be able to complete the Acquisition. The Sale is conditional, inter alia, on completion of both the Placing and the Acquisition.
The Company will require additional share authorities to allot the New Shares. Accordingly, the Placing, Retail Offer and the Acquisition are each conditional, inter alia, upon Shareholders approving the Resolutions at the General Meeting, notice of which is set out at the end of the Circular. Subject to the passing of the Resolutions, Admission is expected to occur at 8.00 a.m. on 10 September 2024 (or such later time and/or date as Cavendish and the Company may agree, not being later than the Longstop Date) and Completion will take place on Admission. Assuming the Resolutions are passed by Shareholders at the General Meeting, and Admission occurs, the New Shares will rank pari passu in all respects with the Existing Ordinary Shares and will rank in full for all dividends and other distributions declared, made or paid on the New Shares after Admission.
The Circular will be posted to Shareholders following the closing of the Placing and will contain further details on the Acquisition and the Fundraising, explaining why the Directors consider the Acquisition and the Fundraising to be in the best interests of the Company and its Shareholders as a whole. A notice of the General Meeting will accompany the Circular, containing further details.
In addition, the Selling Shareholders are also seeking to raise a further £10.0 million through the sale of not less than 20,000,000 Existing Ordinary Shares at the Issue Price pursuant to the Sale.
Background to, reasons for and Benefits of the Acquisition
Facilities by ADF plc is the leading provider of premium serviced production facilities to the UK film and HETV. Its production fleet is made up of 700 premium mobile make-up, costume and artiste trailers, production offices, mobile bathrooms, diners, school rooms and technical vehicles.
The Group remains committed to growth with an ambition to increase its revenue to £100 million in the medium term and the goal of becoming a one stop shop for film and HETV production through both organic growth as well as through appropriate acquisitions.
In FY23, ADF officially opened its flagship central hub at Longcross, Surrey, highlighting the Group's commitment to its growth strategy and added 133 units to its fleet, predominantly in the first half of the year, bringing the total to 703 units by the end of the financial year.
In November 2022, ADF acquired Location One Ltd, the UK's largest integrated TV and film location service and equipment hire company, bringing highly complementary services and providing cross selling opportunities to the enlarged Group, as well as delivering efficiencies through central services.
Since its acquisition, Location One has opened new branches at Longcross, Bridgend, and Glasgow and the enlarged Group is now cross-selling to an increasing number of HETV and film companies in the UK, delivering services in a more efficient way, and moving the Group closer to its goal of becoming a one stop shop for film and HETV production.
The Acquisition represents the next step in the delivery of the Group's stated strategy and is strategically important for the continued development of the Group - bringing both commercial and corporate benefits.
The Acquisition will further diversify ADF's product offering and end customer base, enabling ADF to leverage significant additional cross-selling opportunities across productions and additional events such as festivals and outdoor events not currently serviced by the Group.
The Acquisition is expected to be significantly earnings per share accretive post Autotrak's integration into the Group and would result in an enlarged group with pro-forma FY23 revenue of £43.1 million and FY23 pro-forma adjusted EBITDA of £11.7 million - despite the well documented impact of industry strikes during FY23.
Information on Autotrak
Autotrak, headquartered in the UK, is one of the market-leading suppliers of portable roadway to many of the world's largest production companies and streaming platforms in the TV & Film industry. Autotrak supplies a range of aluminium and plastic panels and flooring to festivals and other events and the construction sector, as well as the TV & Film industry. Autotrak has expanded significantly in recent years through investment in its capacity of panels and installation vehicles, with £6.0 million invested in panel inventory between 2019 and 2023, taking total panel inventory to over 17,600.
Following Completion, Autotrak will become a subsidiary of the Company and Michael Fox (Managing Director of Autotrak), Maria Fox (Founding Partner of Autotrak), Timothy Fox (Operations Director of Autotrak) and Nick Russell (Business Development Manager) will stay within the Group and continue as employees and in leading the Autotrak business.
In its unaudited results for the financial year ended 31 December 2023, Autotrak reported turnover of £8.3 million and adjusted EBITDA of £4.3 million. In its unaudited results for the financial year ended 31 December 2022, Autotrak reported turnover of £9.5 million and adjusted EBITDA of £4.3 million.
Facilities by ADF Current trading and prospects
As announced on 26 April 2024, the Group reported a robust financial performance for the year ended 31 December 2023, with revenue of £34.8m and adjusted EBITDA of £7.3m, reflecting a record first half of the year as the Group worked on larger and longer productions. The announcement highlighted the following audited financials.
· FY23 Group revenues of £34.8 million (2022: £31.4 million);
· FY23 Adjusted EBITDA of £7.3 million (2022: £8.0 million);
· FY23 Adjusted EBITDA margin of 21 per cent. (2022: 25 per cent.); and
· FY23 Earnings per share of 0.99p (2022: 6.1p).
Note: Adjusted EBITDA is the adjusted profit before tax, prior to the addition of finance income and deduction of depreciation, amortisation, and finance expenses. The adjusted EBITDA measurement removes non-recurring, irregular and one-time items that may distort EBITDA.
Following the end of the strikes in November 2023, and the continued growth in demand for ADF's services as evidenced by the current order book, the Company expects the financial performance in the six months ended 30 June 2024 ("H1-FY24") to be significantly ahead of the H2-FY23.
Although the impact of the strikes on the film and HETV industry has carried on into the first few months of 2024, with producers having to reorganise the schedules of all relevant parties, ADF expects the situation will continue to normalise as the first half of the year progresses before returning to a full second half, more in line with pre-strike levels. Underlying market drivers still provide high confidence that the demand for ADF's services will continue to expand over the medium to long term.
At 31 December 2023, the Company had cash balances of approximately £3.5 million and, subject to review, the Company currently expects to report unaudited H1-FY24 revenues of approximately £15.2 million and H1-FY24 adjusted EBITDA of approximately £2.5 million.
The Group remains committed to growth and will continue to review acquisition opportunities in line with its strategy.
Use of proceeds
The net proceeds from the Placing, expected to be approximately £9.1 million, will be applied towards the cash component of the Initial Consideration. Additional proceeds raised pursuant to the Retail Offer will provide additional resources with which the Company can continue to execute upon the Group's growth strategy.
Terms of the Acquisition
The Company has entered into the Acquisition Agreement with the Vendors pursuant to which it has conditionally agreed to acquire 100 per cent. of the entire issued share capital of Autotrak for an Initial Consideration consisting of £10.0 million on a cash-free-debt-free basis (subject to certain post-completion net-cash adjustments) in cash and the issue of 5,915,357 Consideration Shares to the Vendors and future Contingent Consideration and Earnout Consideration as further described below.
The Company and Cavendish have entered into a lock-in agreement with each of the Vendors, pursuant to which it has been agreed that:
· Maria Fox and Michael Fox shall not dispose of, in aggregate, 1,774,607 of their Consideration Shares (being 50% of their aggregate Consideration Shares) for a period of 24 months from the date of Admission. It has also been agreed that 1,774,607 of their Consideration Shares (being the remaining 50% of their aggregate Consideration Shares) will only be dealt through the Company's nominated broker for a period of 12 months following Admission with a view to maintaining an orderly market; and
· Timothy Fox and Nick Russell shall not dispose of, in aggregate, 2,336,143 of their Consideration Shares (being 100% of their aggregate Consideration Shares) for a period of 24 months from the date of Admission.
The Contingent Consideration of approximately £4.2 million is to be paid to the Vendors in cash in equal annual tranches for three years from Completion and is contingent on Autotrak maintaining adjusted EBITDA of not less than £4.4 million in each of the years ending 31 December 2025 ("FY25"), 31 December 2026 ("FY26") and 31 December 2027 ("FY27"). There will be a downwards adjustment to the Contingent Consideration if adjusted EBITDA falls below £4.4 million.
The Earnout Consideration, capped at approximately £4.0 million, will be payable in cash in FY28 in an amount determined by reference to Autotrak's adjusted EBITDA performance and capital expenditure during FY25 to FY27. The Earnout Consideration will be paid based on a 3x multiple on the incremental increases in adjusted EBITDA less up to an aggregate of £5 million of capital expenditure in the period FY25 to FY27.
The Contingent Consideration and Earnout Consideration will be satisfied in cash from the ADF's existing cash resources, as supplemented by Autotrak, at the time of any payment. The maximum overall consideration payable by ADF in respect of the Acquisition to the Vendors, including the Earnout Consideration, is capped at £21.3 million.
The Acquisition Agreement contains customary warranties and indemnities from the Vendors for a transaction such as the Acquisition, including a tax covenant against unpaid and underpaid tax.
Prior to the entering into of the Acquisition Agreement, certain undeveloped land at Heathfield in Kidlington (the "Heathfield Site") was transferred from Autotrak to the Vendors. Autotrak will enter into an option agreement (the "Option Agreement") with the Vendors in respect of the Heathfield Site as part of Completion. It is intended that the Vendors will seek planning permission to redevelop the Heathfield Site and so Autotrak is entering into the Option Agreement to allow it to call for the grant of a lease to use the Heathfield Site as its headquarters should it be suitably redeveloped in due course (the "Lease"). The option period will commence on the date of the Option Agreement until the earlier of (i) the fifth anniversary of the Option Agreement; and (ii) the date that is 6 months from the practical completion date of the redevelopment of the Heathfield Site. The terms of the Lease, if entered into, will be a new 10-year lease term with a tenant only break option on the fifth anniversary of the term. The annual rent will be determined based on an open market valuation following exercise of the option by Autotrak.
Completion of the Acquisition is conditional inter alia upon sufficient funds being received by the Company pursuant to the Placing, on the passing of the Resolutions at the General Meeting and Admission. Completion shall take place on Admission and, following Completion, the Vendors will hold approximately 5.49 per cent. of the Enlarged Share Capital.
Group Acquisition Pipeline
The Acquisition is the next step in the delivery of the Group's vision for Facilities by ADF as a one-stop-shop for film & HETV production, operating across multiple businesses run by talented local management.
The Group continues to have a strong pipeline of further potential bolt-on acquisition opportunities and is in active discussions in relation to other opportunities with parallel and diversified business activities - but still all broadly in film, TV and outdoor broadcast. Whilst there can be no certainty that the Group will be able to conclude any of these opportunities nor the terms on which any future acquisition may be concluded, the Group's current bolt-on acquisition pipeline includes:
· Site equipment hire company supplying film, TV & other events across the UK with unaudited revenues in the year to 31 December 2023 of c.£3.0 million and EBITDA of c.£1.0 million. This opportunity is the most advanced in the Company's pipeline.
· Asset storage business for film & TV with wide geographic coverage.
· Specialist transport and haulage company for film & TV equipment, props etc.
· Other regional and national facilities companies similar to ADF's core business.
Since its listing on the AIM Market, the Group has demonstrated its disciplined approach to the execution of acquisition opportunities. In progressing any future acquisition opportunity, the Company would expect to follow its historical acquisition model of seeking to pay initial consideration in a mix of cash and shares in an amount of 4x-6x maintainable EBITDA, with additional contingent consideration tied to the maintenance of profitability for a multi-year period and earn outs payable for growth in target profitability.
The terms of the Fundraising
The Placing
The Company is seeking to raise £10.0 million (before expenses) by way of the Placing of 20,000,000 new Ordinary Shares at a price of 50 pence per Ordinary Share pursuant to the Placing Agreement. The Placing is not being underwritten nor is it conditional on the Retail Offer taking place. Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM.
The Issue Price was determined having regard to market conditions at the time the Placing Agreement was entered into. The closing mid-market price on AIM on the trading day prior to this Announcement of the Placing was 53.0 pence and the Issue Price represents approximately a 6.0 per cent. discount. The Directors believe that the Issue Price is fair and reasonable insofar as Shareholders are concerned.
The Company will require additional share authorities to allot the Placing Shares. Accordingly, the Placing is conditional, inter alia, upon the passing of the Resolutions by Shareholders at the General Meeting. The Resolutions are contained in the Notice of General Meeting at the end of the Circular.
The Placing is conditional, inter alia, on the following:
· the Resolutions being passed at the General Meeting;
· the Placing Agreement not having been terminated prior to Admission and becoming unconditional in all respects;
· the Acquisition Agreement not having been terminated prior to Admission and becoming unconditional in all respects (save for Admission); and
· Admission having become effective.
The Placing Agreement contains customary indemnities and warranties from the Company in favour of Cavendish together with provisions which enable Cavendish to terminate the Placing Agreement in certain circumstances, including circumstances where any of the warranties are found to be untrue or inaccurate in any material respect.
Admission is expected to occur at 8.00 a.m. on 10 September 2024 (or such later time and/or date as Cavendish and the Company may agree, not being later than the Longstop Date).
The Placing Shares will be allotted and credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or after the date on which they are issued.
Retail Offer
The Company values its Retail Shareholder base and believes that it is appropriate to provide eligible Retail Investors in the United Kingdom with the opportunity to participate in the Retail Offer.
The Company is therefore making the Retail Offer available in the United Kingdom through the financial intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/WQL651/authorised-intermediaries
Cavendish will be acting as retail offer coordinator in relation to this Retail Offer (the "Retail Offer Coordinator").
Existing Retail Shareholders can contact their broker or wealth manager ("intermediary") to participate in the Retail Offer. In order to participate in the Retail Offer, each intermediary must be on-boarded onto the Bookbuild Platform, be approved by the Retail Offer Coordinator as an intermediary in respect of the Retail Offer, and agree to the final terms and terms and conditions of the Retail Offer, which regulate the conduct of the Retail Offer on market standard terms and provide for the payment of commission to any intermediary that elects to receive a commission and/or fee (to the extent permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on behalf of the Company).
Any expenses incurred by any intermediary are for its own account. Investors should confirm separately with any intermediary whether there are any commissions, fees or expenses that will be applied by such intermediary in connection with any application made through that intermediary pursuant to the Retail Offer.
The Retail Offer will be open to eligible investors in the United Kingdom at 4.35 p.m. on 22 August 2024. The Retail Offer is expected to close at 4:30 p.m. on 29 August 2024. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.
The Retail Offer will, at all times, only be made to, directed at and may only be acted upon by those persons who are Shareholders. To be eligible to participate in the Retail Offer, applicants must meet the following criteria before they can submit an order for Retail Offer Shares: (i) be a customer of one of the participating intermediaries listed on the above website; (ii) be resident in the United Kingdom and (iii) be a Shareholder in the Company (which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations and includes persons who hold their Ordinary Shares directly or indirectly through a participating intermediary). For the avoidance of doubt, persons who only hold CFDs, Spreadbets and/or similar derivative instruments in relation to Ordinary Shares are not eligible to participate in the Retail Offer.
It is vital to note that once an application for Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.
The Retail Offer is an offer to subscribe for transferable securities, the terms of which ensure that the Company is exempt from the requirement to issue a prospectus under Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended from time to time). The aggregate total consideration for the Retail Offer does not exceed £0.5 million (or the equivalent in Euros) and therefore the exemption from the requirement to publish a prospectus, as set out in section 86(1) FSMA, will apply.
As set out above, a separate announcement has been made by the Company regarding the Retail Offer and its terms.
The Company reserves the right to scale back any order under the Retail Offer at its discretion. The Company reserves the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.
Conditional on completion of the Placing and Admission, up to 1,000,000 Retail Offer Shares will be issued pursuant to the Retail Offer at the Issue Price to raise proceeds of up to £0.5 million (before expenses). The Retail Offer Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares.
Details of the Sale
The Selling Shareholders are seeking, pursuant to the Selling Shareholder Agreement, to sell not less than 20,000,000 Existing Ordinary Shares at the Issue Price, as detailed below.
| Selling Shareholder | Existing Ordinary Shares | Percentage of Existing Ordinary Shares | Minimum number of Sale Shares to be sold | Maximum number of Ordinary Shares held on Admission | Max. percentage of Ordinary Shares on Admission1 |
| Andrew Dixon | 9,543,600 | 11.80% | 6,134,996 | 3,408,604 | 3.16% |
| Sian Dixon | 6,012,400 | 7.43% | 3,865,004 | 2,147,396 | 1.99% |
| Stephen Haines | 9,333,600 | 11.54% | 6,000,000 | 3,333,600 | 3.09% |
| Julie Fletcher | 6,222,400 | 7.69% | 4,000,000 | 2,222,400 | 2.06% |
| Total | 31,112,000 | 38.45% | 20,000,000 | 11,112,000 | 10.31% |
1. Based on the Retail Offer and Placing being fully subscribed
Pursuant to the terms of the Selling Shareholders Agreement, Cavendish has conditionally agreed to use its reasonable endeavours to procure purchasers for the Sale Shares at the Issue Price. The Sale is not being underwritten.
The Sale is conditional, inter alia, on:
· the Selling Shareholders Agreement not having been terminated in accordance with its terms prior to Admission;
· the Placing Agreement having become unconditional in all respects; and
· Admission becoming effective by no later than 8.00 a.m. on 10 September 2024 or such later time and/or date as the Company and Cavendish may agree (being no later than 8.00 a.m. on 30 September 2024).
Pursuant the Selling Shareholders Agreement, the Selling Shareholders have agreed, subject to certain customary exceptions, not to dispose of any other Existing Ordinary Shares for a period of 12 months from the date of Admission. Following this period, the Selling Shareholders have agreed to customary orderly marketing arrangements for a further 12 months.
Irrevocable undertakings
The Company has received irrevocable undertakings to vote in favour of the Resolutions from the Selling Shareholders and Directors John Richards and Marsden Proctor in respect of an aggregate of 34,912,000 Ordinary Shares, representing in aggregate 43.15 per cent. of the Company's Existing Ordinary Shares.
Circular and General Meeting
A Circular to Shareholders in respect of the Acquisition, the Sale and the Fundraising is expected to be posted to Shareholders on or around 23 August 2024 giving notice of a General Meeting of the Company. The General Meeting will be held on 9 September 2024 at 10 a.m. at the Company's offices at Kitsmead Lane, Longcross, Lyne, Chertsey KT16 0EF. Following posting, a copy of the Circular will be available on the Company's website: www.facilitiesbyadf.com.
Shareholders should be aware that if the Resolutions are not approved at the General Meeting, the Fundraising will not occur, the net proceeds required to finance and complete the Acquisition will not be received by the Company and, consequently the Acquisition and the Sale will not complete.
The Directors believe that the Resolutions to be proposed at the General Meeting are in the best interests of the Company and Shareholders as a whole and unanimously recommend that Shareholders vote in favour of the Resolutions. The Directors intend to vote in favour of all the Resolutions in respect of, in aggregate, 3,800,000 Ordinary Shares, representing approximately 4.70 per cent. of the Company's Existing Ordinary Shares.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
|
| 2024 |
| Announcement of the Fundraising, the Sale and the Acquisition | 22 August |
| Announcement of the Retail Offer | 22 August |
| Announcement of the results of the Placing and the Sale | 23 August |
| Posting and publication of the Circular and Form of Proxy | 23 August |
| Expected close of the Retail Offer | 29 August |
| Announcement of the result of the Retail Offer | 29 August |
| Latest time and date for receipt of Forms of Proxy and CREST proxy instructions | 10 a.m. on 5 September |
| General Meeting | 10 a.m. on 9 September |
| Announcement of the result of General Meeting | 9 September |
| Admission of the New Shares to trading on AIM, commencement of dealings and completion of the Sale and the Acquisition | 8.00 a.m. on 10 September |
| CREST accounts to be credited for New Shares and Sale Shares to be held in uncertificated form | 10 September |
| Dispatch of definitive share certificates for New Shares and Sale Shares to be held in certificated form | within 10 working days of Admission |
The Company and Cavendish reserve the right to alter the dates and times referred to above. If any of the dates and times referred to above are altered by the Company, the revised dates and times will be announced through a Regulatory Information Service without delay.
All references to time in this Announcement are to London time, unless otherwise stated.
All events listed in the above timetable following the General Meeting are conditional on the passing of the Resolutions at the General Meeting.
TRANSACTION STATISTICS
| Issue Price | 50 pence |
| Number of Ordinary Shares in issue at the date of this Announcement | 80,907,419 |
| Number of Placing Shares | 20,000,000 |
| Number of Retail Offer Shares | Up to 1,000,000 |
| Number of Consideration Shares Number of New Shares(i)(ii) | 5,915,357 26,915,357 |
| Number of Sale Shares | 20,000,000 |
| Number of Ordinary Shares in issue immediately following Admission(i)(ii) | 107,822,776 |
| Percentage of the Enlarged Share Capital represented by the New Shares(i)(ii) | 25.0 per cent. |
| Gross proceeds of the Placing | £10.0 million |
| Gross proceeds of the Retail Offer(ii) | Up to £0.5 million |
| Estimated cash proceeds of the Fundraising receivable by the Company (net of expenses)(ii) | £9.6 million |
(i) Assumes that the Placing is fully subscribed and that (save for the New Shares) no other Ordinary Shares are issued following the date of this Announcement prior to Admission.
(ii) Assuming full take up of the Retail Offer
DEFINITIONS
The following definitions apply throughout this Announcement, unless the context otherwise requires:
| "Acquisition" | the proposed acquisition of 100 per cent. of Autotrak's issued and to be issued share capital |
| "Acquisition Agreement" | the conditional agreement dated 22 August 2024 between the Company and the Vendors relating to the Acquisition |
| "Admission" | admission of the New Shares to AIM becoming effective in accordance with Rule 6 of the AIM Rules |
| "AIM" | the market of that name operated by London Stock Exchange |
| "AIM Rules" | the AIM Rules for Companies published by London Stock Exchange from time to time |
| "Announcement" | this announcement |
| "Autotrak" | Autotrak Portable Roadways Limited, a company incorporated and registered in England and Wales under number 02999669 |
| "Board" | the board of directors of the Company |
| "Bookbuild" or "Bookbuild Platform" | the online capital markets platform developed by BB Technologies Limited, a company registered in England and Wales with company number 10153507 and whose registered office is at Gable House, 239 Regents Park Road, London N3 3LF |
| "Cavendish" | Cavendish Capital Markets Limited, corporate broker to the Company |
| "certificated" or "in certificated form" | refers to an Ordinary Share which is not in uncertificated form (that is, not in CREST) |
| "Circular" | the explanatory circular, in the agreed form, to be issued by the Company to Shareholders explaining, inter alia, the Acquisition, the Fundraising and the Sale and incorporating the notice of General Meeting |
| "Companies Act" | the Companies Act 2006, as amended |
| "Company", "Facilities by ADF" or "ADF" | Facilities by ADF plc, a company incorporated in England and Wales under the Companies Act 1985 with registered number 13761460 |
| "Completion" | completion of the Acquisition pursuant to the terms of the Acquisition Agreement |
| "Consideration Shares" | the 5,915,357 Ordinary Shares to be allotted and issued to the Vendors in accordance with the Acquisition Agreement |
| "CREST" | the computerised settlement system operated by Euroclear which facilitates the transferring of title to shares in uncertificated form |
| "Contingent Consideration" | the contingent consideration deferred over three years from Completion of an aggregate of up to circa £4.2 million payable in cash in equal annual tranches contingent on maintenance of forecast FY24 levels of adjusted EBITDA performance from FY25 to FY27 pursuant to the Acquisition Agreement |
| "Directors" | the directors of the Company or any duly authorised committee thereof |
| "Earnout Consideration" | the earnout consideration of up to circa £4.0 million in aggregate payable in cash in FY28 based on FY25 to FY27 adjusted EBITDA performance pursuant to the Acquisition Agreement |
| "Enlarged Share Capital" | the 107,822,776 Ordinary Shares in issue immediately following Admission (assuming all of the Placing Shares are issued and full take up of the Retail Offer) |
| "Euroclear" | Euroclear UK & International Limited |
| "Existing Ordinary Shares" | the 80,907,419 issued Ordinary Shares of the Company as at the date of this Announcement |
| "FCA" | Financial Conduct Authority |
| "Form of Proxy" | the form of proxy for use at the General Meeting to be enclosed with the Circular |
| "FSMA" | the Financial Services and Markets Act 2000, as amended |
| "Fundraising" | together, the Placing and the Retail Offer |
| "Fundraising Shares" | together, the Placing Shares and the Retail Offer Shares |
| "FY23 Results" | the announcement of the Company's final results for the financial year ended 31 December 2023 |
| "General Meeting" | the general meeting of the Company to be held at 10 a.m. on 9 September 2024 at the offices of the Company at Kitsmead Lane, Longcross, Lyne, Chertsey KT16 0EF, notice of which is set out in the Circular |
| "Group" | the Company and its subsidiary undertakings (as defined in the Companies Act) as at the date of this Announcement |
| "Initial Consideration" | the initial consideration of £13.1 million payable on or shortly after Completion pursuant to the Acquisition Agreement, of which £10.0 million is to be settled in cash and the balance via the issuance of the Consideration Shares |
| "Issue Price" | 50 pence per New Share |
| "London Stock Exchange" | London Stock Exchange plc |
| "Longstop Date" | 8.00 a.m. on 30 September 2024 |
| "MAR" | the Market Abuse Regulation (EU/596/2014) as it forms part of the domestic law of England and Wales by virtue of the European Union (Withdrawal) Act 2018 (as amended from time to time) |
| "New Shares" | together, the Fundraising Shares and the Consideration Shares |
| "Notice of General Meeting" | the notice convening the General Meeting to be set out at the end of the Circular |
| "Ordinary Shares" | the ordinary shares of £0.01 each in the capital of the Company |
| "Placing" | the placing by Cavendish on behalf of the Company at the Issue Price pursuant to the Placing Agreement subject to, inter alia, the passing of the Resolutions and Admission |
| "Placing Agreement" | the conditional agreement dated 22 August 2024 between the Company and Cavendish relating to the Placing and the Retail Offer |
| "Placing Shares" | 20,000,000 new Ordinary Shares to be issued pursuant to the Placing |
| "Registrars" | Neville Registrars Limited, a limited company registered in England and Wales (No. 04770411) with its registered office at Neville House, Steelpark Road, Halesowen, West Midlands, United Kingdom, B62 8HD |
| "Regulatory Information Service" | has the meaning given to it in the AIM Rules |
| "Results Agreement" | the agreed form results agreement to be entered into between the Company and Cavendish pursuant to the Placing Agreement |
| "Resolutions" | the resolutions to be proposed at the General Meeting as set out in the Notice of General Meeting |
| "Retail Investors" or "Retail Shareholders" | existing Shareholders, who are resident in the United Kingdom and are a customer of an intermediary who agrees conditionally to subscribe for Retail Offer Shares in the Retail Offer |
| "Retail Offer" | the proposed conditional offer of Retail Offer Shares to Retail Investors through intermediaries on the Bookbuild Platform pursuant to the Retail Offer Intermediaries Agreements and the Retail Offer documents |
| "Retail Offer Intermediaries Agreements" | the Retail Offer terms and conditions and the final terms which together set out the terms and conditions upon which each intermediary agrees to make the UK Retail Offer available to UK Retail Investors |
| "Retail Offer Shares" | up to 1,000,000 new Ordinary Shares being made available pursuant to the Retail Offer |
| "Sale" | the conditional sale of the Sale Shares at the Issue Price pursuant to the Selling Shareholders Agreement |
| "Sale Shares" | not less than 20,000,000 Existing Ordinary Shares being conditionally sold by Cavendish on behalf of the Selling Shareholders pursuant to the Selling Shareholders Agreement; |
| "Selling Shareholders" | those persons selling Sale Shares pursuant to the Sale, namely Andrew Dixon, Sian Dixon, Stephen Haines and Julie Fletcher who are the founders of the Company |
| "Selling Shareholders Agreement" | the conditional agreement between the Selling Shareholders, the Company and Cavendish relating to the sale of the Sales Shares, further details of which are set out in this Announcement |
| "uncertificated" or "in uncertificated form" | recorded on a register of securities maintained by Euroclear in accordance with the CREST Regulations as being in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST |
| "United Kingdom" or "UK" | the United Kingdom of Great Britain and Northern Ireland |
| "United States" or "US" | the United States of America, its territories, or possessions, and any state of the United States of America, the District of Columbia and all areas subject to its jurisdiction, or any political subdivision thereof |
| "Vendors" | Michael Fox, Maria Fox, Timothy Fox and Nick Russell |
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING OR THE SALE. 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 REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") 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; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN FACILITIES BY ADF PLC.
NEITHER THE NEW SHARES NOR THE SALE SHARES HAVE BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR THE "US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE UNITED STATES. THE NEW SHARES AND SALE SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF 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 NEW SHARES OR THE SALE SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
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 OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS BEING MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Placing and/or issue of the New Shares and/or the Sale and/or the sale of the Sale Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Cavendish or any of their respective affiliates, agents, directors, officers, consultants, partners or employees ("Representatives") that would permit an offer of the New Shares and/or the Sale Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such New Shares and/or Sale Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Cavendish to inform themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the New Shares or the Sale Shares is being made in any such jurisdiction.
All offers of the New Shares and/or the Sale Shares in the United Kingdom or the EEA will be made pursuant to an exemption from the requirement to produce a prospectus under the UK Prospectus Regulation or the EU Prospectus Regulation, as appropriate. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) does not require the approval of the relevant communication by an authorised person.
Neither the New Shares nor the Sale Shares have 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, the Sale 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 from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the New Shares or the Sale Sales; and the New Shares and the Sale 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 the United States, Australia, Canada, the Republic of South Africa or Japan. Accordingly, the New Shares and the Sale 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 the United States, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom or the EEA.
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 such action.
By participating in the Bookbuilding Process, the Placing and/or the Sale, each person who is invited to and who chooses to participate in the Placing and/or the Sale (a "Placee") by making an oral, electronic or written and legally binding offer to acquire Placing Shares and/or Sale Shares (as applicable) will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares and/or Sale Shares (as applicable) on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in the Appendix. Members of the public are not eligible to take part in the Placing or the Sale and no public offering of Placing Shares or Sale Shares is being or will be made.
This Announcement may contain, or may be deemed to contain, "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
Cavendish Capital Markets Limited is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Accelerated Bookbuild, the Fundraising and the Sale, and Cavendish will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Accelerated Bookbuild, the Fundraising or the Sale or any other matters referred to in this Announcement.
Cavendish's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the Exchange and are not owed to the Company or to any director of the Company or 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 Cavendish or by any of its Representatives as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
The price of shares and any income expected 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 New Shares to be issued pursuant to the Fundraising will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
Information to Distributors
UK product governance
Solely for the purposes of the product governance requirements contained within Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the New Shares and the Sale Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the New Shares and the Sale Shares may decline and investors could lose all or part of their investment; (b) the New Shares and the Sale Shares offer no guaranteed income and no capital protection; and (c) an investment in the New Shares and/or the Sale Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing and/or the Sale. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Cavendish 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 Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Shares and/or the Sale Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the New Shares and the Sale Shares and determining appropriate distribution channels.
EEA product governance
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures in the European Economic Area (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Shares and the Sale Shares have been subject to a product approval process, which has determined that the New Shares and the Sale Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the New Shares and the Sale Shares may decline and investors could lose all or part of their investment; the New Shares and the Sale Shares offer no guaranteed income and no capital protection; and an investment in the New Shares and/or the Sale Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing and the Sale. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, Cavendish will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU 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 New Shares and/or the Sale Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the New Shares and the Sale Shares and determining appropriate distribution channels.
APPENDIX - TERMS AND CONDITIONS OF THE PLACING AND THE SALE
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING AND THE SALE.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING OR THE SALE. 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 REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") 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; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN FACILITIES BY ADF PLC.
NEITHER THE PLACING SHARES NOR THE SALE SHARES HAVE BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR THE "US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES AND THE SALE SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF 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 OR THE SALE SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THIS 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 OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS BEING MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares and/or the Sale and/or the sale of the Sale Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Cavendish or any of its Representatives that would permit an offer of the Placing Shares and/or the Sale Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares and/or the Sale Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Cavendish to inform themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares and/or the Sale Shares is being made in any such jurisdiction.
All offers of the Placing Shares and/or the Sale Shares in the United Kingdom or the EEA will be made pursuant to an exemption from the requirement to produce a prospectus under the UK Prospectus Regulation or the EU Prospectus Regulation, as appropriate. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) (the "FSMA") does not require the approval of the relevant communication by an authorised person.
Neither the Placing Shares nor the Sale Shares have 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, the Sale 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 from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares or the Sale Shares and the Placing Shares and the Sale 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 the United States, Australia, Canada, the Republic of South Africa or Japan. Accordingly, the Placing Shares and the Sale 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 the United States, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom or the EEA.
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 such action.
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.
By participating in the Accelerated Bookbuild, the Placing and/or the Sale, each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares and/or Sale Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF THE PLACING SHARES AND/OR THE SALE SHARES.
In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) to Cavendish and the Company that:
1. it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares and/or Sale Shares that are allocated to it for the purposes of its business;
2. in the case of a Relevant Person in the United Kingdom who acquires any Placing Shares and/or Sale Shares pursuant to the Placing and/or the Sale:
(a) it is a Qualified Investor within the meaning of Article 2(e) of the UK Prospectus Regulation; and
(b) in the case of any Placing Shares and/or Sale Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation:
i. the Placing Shares and/or Sale Shares acquired by it in the Placing and/or the Sale have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom other than Qualified Investors or in circumstances in which the prior consent of Cavendish has been given to the offer or resale; or
ii. where Placing Shares and/or Sale Shares have been acquired by it on behalf of persons in the United Kingdom other than Qualified Investors, the offer of those Placing Shares and/or Sale Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons; and
3. in the case of a Relevant Person in a member state of the EEA (each a "Relevant State") who acquires any Placing Shares and/or Sale Shares pursuant to the Placing and/or the Sale:
(a) it is a Qualified Investor within the meaning of Article 2(e) of the EU Prospectus Regulation; and
(b) in the case of any Placing Shares and/or Sale Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation:
i. the Placing Shares and/or Sale Shares acquired by it in the Placing and/or the Sale have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in a Relevant State other than Qualified Investors or in circumstances in which the prior consent of Cavendish has been given to the offer or resale; or
ii. where Placing Shares and/or Sale Shares have been acquired by it on behalf of persons in a Relevant State other than Qualified Investors, the offer of those Placing Shares and/or Sale Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons; and
4. it is acquiring the Placing Shares and/or Sale Shares for its own account or is acquiring the Placing Shares and/or Sale Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement; and
5. it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix; and
6. 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 5 above) is outside of the United States acquiring the Placing Shares and/or Sale Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act; and
7. the Company and Cavendish will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.
No prospectus
The Placing Shares and/or Sale 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, the Sale, the Placing Shares or the Sale Shares and Placees' commitments will be made solely on the basis of (i) the information contained in this Announcement, (ii) any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or prior to the date of this Announcement and (iii) the business and financial information that the Company is required to publish in accordance with the AIM Rules and the Market Abuse Regulation (EU Regulation No. 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "MAR") (together, the "Publicly Available Information") and subject to any further terms set out in the contract note, electronic trade confirmation or other (oral or written) confirmation to be sent to individual Placees.
Each Placee, by participating in the Placing and/or the Sale, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of Cavendish or the Company or any other person and none of Cavendish, the Company nor any other person acting on such person's behalf nor any of their respective Representatives has or shall have any liability for any Placee's decision to participate in the Placing and/or the Sale based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and/or the Sale. No Placee should consider any information in this Announcement to be legal, tax or business advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Selling Shareholders Agreement
Cavendish has today entered into a placing agreement (the "Placing Agreement") with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, Cavendish, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares. The Placing is not being underwritten.
The Placing Shares will, when issued, be subject to the articles of association of the Company, be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such Existing Ordinary Shares after the date of issue of the Placing Shares.
Cavendish has also today entered into a selling shareholders agreement (the "Selling Shareholders Agreement") with the Selling Shareholders and the Company under which, on the terms and subject to the conditions set out in the Selling Shareholders Agreement, Cavendish, as agent for and on behalf of the Selling Shareholders, has agreed to use its reasonable endeavours to procure Placees for the Sale Shares. The Sale is not being underwritten.
In connection with the Sale, the Selling Shareholders have agreed with Cavendish that they will not, for a period of 12 months after Admission, directly or indirectly, offer, sell, contract to sell, pledge, grant any option over or otherwise dispose any Ordinary Shares or other equity securities of the Company or any securities convertible into, or exercisable, or exchangeable for, such securities. This agreement is subject to certain customary exceptions.
The Placing Agreement and the Selling Shareholders Agreement each contain certain customary warranties given by the Company and the Selling Shareholders, respectively, in favour of Cavendish. Save for any condition relating to the other agreement, the Placing Agreement will not become unconditional unless the Selling Shareholders Agreement becomes unconditional, and vice-versa.
Lock-up
As part of the Placing, the Company has agreed that it will not for a period of 90 days after (but including) Admission, directly or indirectly, issue, offer, sell, lend, pledge, contract to sell or issue, grant any option, right or warrant to purchase or otherwise dispose of any Ordinary Shares (or any interest therein or in respect thereof) or other securities of the Company exchangeable for, convertible into or representing the right to receive Ordinary Shares or any substantially similar securities or otherwise enter into any transaction (including derivative transaction) directly or indirectly, permanently or temporarily, to dispose of any Ordinary Shares or undertake any other transaction with the same economic effect as any of the foregoing or announce an offering of Ordinary Shares or any interest therein or to announce publicly any intention to enter into any transaction described above. This agreement is subject to certain customary exceptions and does not prevent the grant or exercise of options under any of the Company's existing share incentives and share option schemes, or following Admission the issue by the Company of any Ordinary Shares upon the exercise of any right or option or the conversion of a security already in existence or in connection with a transaction or proposal that is referred to in the Circular and this Announcement.
Application for admission to trading
Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM.
It is expected that Admission will take place on or before 8.00 a.m. on 10 September 2024 and that dealings in the Placing Shares on AIM will commence at the same time.
The Accelerated Bookbuild
Cavendish will commence the Accelerated Bookbuild to determine demand for participation in the Placing and the Sale by Placees immediately following the publication of this Announcement. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing and/or the Sale. No commissions will be paid to Placees or by Placees in respect of any Placing Shares and/or Sale Shares.
Cavendish and the Company shall be entitled to effect the Placing and the Sale by such alternative method to the Accelerated Bookbuild as they may, in their sole discretion, determine.
Principal terms of the Accelerated Bookbuild, the Placing and the Sale
1. Cavendish is acting as bookrunner to:
a. the Placing, as agent for and on behalf of the Company; and
b. the Sale, as agent for and on behalf of the Selling Shareholders.
2. Participation in the Placing and/or the Sale will only be available to persons who may lawfully be, and are, invited by Cavendish to participate. Cavendish and any of its affiliates are entitled to enter bids in the Accelerated Bookbuild.
3. The price per Placing Share and Sale Share (the "Issue Price") is fixed at 50 pence and is payable to Cavendish (as agent for the Company and/or the Selling Shareholders, as applicable) by all Placees whose bids are successful. The number of Placing Shares and Sale Shares will be agreed between Cavendish and the Company following completion of the Accelerated Bookbuild. The number of New Shares will be announced by the Company (such announcement being the "Placing Results Announcement") following the completion of the Accelerated Bookbuild and the entry into:
a. the Placing Agreement by the Company and Cavendish; and
b. the Selling Shareholder Agreement by the Company, the Selling Shareholders and Cavendish.
4. To bid in the Accelerated Bookbuild, Placees should communicate their bid by telephone or email to their usual sales contact at Cavendish. Each bid should state the number of Ordinary Shares which a Placee wishes to acquire at the Issue Price. Bids may be scaled down by Cavendish on the basis referred to in paragraph 9 below. Cavendish is arranging the Placing as agent of the Company and the Sale as agent of the Selling Shareholders.
5. The Accelerated Bookbuild is expected to close no later than 5.00 p.m. on 23 August 2024 but may be closed earlier or later subject to the agreement of Cavendish and the Company. Cavendish may, in agreement with the Company, accept bids that are received after the Accelerated Bookbuild has closed. The Company reserves the right (upon agreement of Cavendish) to reduce or seek to increase the amount to be raised pursuant to the Placing and/or the Sale, in its discretion.
6. Each Placee's allocation will be determined by Cavendish in its discretion following consultation with the Company and will be confirmed to Placees either orally or by email by Cavendish. Cavendish may choose to accept bids, either in whole or in part, on the basis of allocations determined at its absolute discretion, in consultation with the Company, and may scale down any bids for this purpose on the basis referred to in paragraph 9 below.
7. The Company will release the Placing Results Announcement following the close of the Accelerated Bookbuild detailing the aggregate number of the Placing Shares and Sale Shares to be issued.
8. Each Placee's allocation and commitment will be evidenced by a contract note, electronic trade confirmation or other (oral or written) confirmation issued to such Placee by Cavendish. The terms of this Appendix will be deemed incorporated in that contract note, electronic trade confirmation or other (oral or written) confirmation.
9. Subject to paragraphs 4, 5 and 6 above, Cavendish may choose to accept bids, either in whole or in part, on the basis of allocations determined at its discretion and may scale down any bids for this purpose on such basis as it may determine or be directed. Cavendish may also, notwithstanding paragraphs 4, 5 and 6 above, subject to the prior consent of the Company:
(a) allocate Placing Shares and/or the Sale Shares after the time of any initial allocation to any person submitting a bid after that time; and
(b) allocate Placing Shares and/or the Sale Shares after the Accelerated Bookbuild has closed to any person submitting a bid after that time.
10. A bid in the Accelerated Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with Cavendish's consent will not be capable of variation or revocation after the time at which it is submitted. Following Cavendish's oral or written confirmation of each Placee's allocation and commitment to acquire Placing Shares and/or the Sale Shares, each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Cavendish (as agent for the Company and/or the Selling Shareholders, as applicable), to pay to it (or as it may direct) in cleared funds an amount equal to the product of Issue Price and the number of Placing Shares and/or the Sale Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.
11. Except as required by law or regulation, no press release or other announcement will be made by Cavendish or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
12. Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing and/or the Sale is/are confirmed, settlement for all Placing Shares and Sale Shares to be acquired pursuant to the Placing and/or the Sale will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
13. All obligations under the Accelerated Bookbuild, the Placing and/or the Sale will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing and/or the Sale not being terminated on the basis referred to below under "Termination of the Placing".
14. By participating in the Accelerated Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing and/or the Sale will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
15. To the fullest extent permissible by law and applicable FCA rules and regulations, neither:
(a) Cavendish;
(b) any of its Representatives; nor
(c) to the extent not contained within (a) or (b), any person connected with Cavendish as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of Cavendish);
shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither Cavendish nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of Cavendish's conduct of the Accelerated Bookbuild or of such alternative method of effecting the Placing as Cavendish and the Company may agree. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and Cavendish shall have no liability to the Placees for any failure by the Company to fulfil those obligations.
Registration and Settlement
If Placees are allocated any Placing Shares and/or the Sale Shares in the Placing and/or the Sale they will be sent a contract note, electronic trade confirmation or other (oral or written) confirmation which will confirm the number of Placing Shares and/or the Sale Shares allocated to them, the Issue Price and the aggregate amount owed by them to Cavendish.
Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by Cavendish in accordance with either the standing CREST or certificated settlement instructions which they have in place with Cavendish.
Settlement of transactions in the Placing Shares and/or the Sale Shares (ISIN: GB00BNZGNM64) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST is expected to occur on 10 September 2024 (the "Settlement Date") in accordance with the contract note, electronic trade confirmation or other (oral or written) confirmation. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing and/or the Sale, the Company and Cavendish may agree that the Placing Shares and/or the Sale Shares should be issued in certificated form. Cavendish reserves the right to require settlement for the Placing Shares and/or the Sale Shares, and to deliver the Placing Shares and/or the Sale Shares to Placees, by such other means as it deems necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 3 percentage points above the prevailing base rate of Barclays Bank plc as determined by Cavendish.
Subject to the conditions set out above, payment in respect of the Placees' allocations is due as set out below. Each Placee should provide its settlement details in order to enable instructions to be successfully matched in CREST.
The relevant settlement details for the Placing Shares and/or the Sale Shares are as follows:
| CREST Participant ID of Cavendish: | 601 (Pershing) |
| Expected trade time & date: | 08.00 a.m. on 6 September 2024 |
| Settlement date: | 10 September 2024 |
| ISIN code for the Placing Shares and Sale Shares: | GB00BNZGNM64 |
| Deadline for Placee to input instructions into CREST: | 12.00 p.m. on 9 September 2024 |
Each Placee is deemed to agree that, if it does not comply with these obligations, Cavendish may sell any or all of the Placing Shares and/or the Sale Shares allocated to that Placee on their behalf and retain from the proceeds, for Cavendish's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the Issue Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) imposed in any jurisdiction which may arise upon the sale of such Placing Shares and/or Sale Shares on its behalf. By communicating a bid for Placing Shares and/or the Sale Shares, such Placee confers on Cavendish all such authorities and powers necessary to carry out such sale and agrees to ratify and confirm all actions which Cavendish lawfully takes in pursuance of such sale.
If Placing Shares and/or the Sale Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional contract note, electronic trade confirmation or other (oral or written) confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares and/or the Sale Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares and/or the Sale Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. If there are any circumstances in which any United Kingdom 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 or agreement to transfer Placing Shares and/or the Sale Shares), the Company shall not be responsible for payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing and/or the Sale.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.
The obligations of Cavendish under the Placing Agreement are, and the Placing is, conditional upon, inter alia:
(a) the Acquisition Agreement having become unconditional in all respects (save in respect of Admission) and, prior to Admission:
i. no breach of any of the warranties, agreements or undertakings or other obligations on the part of any Seller under the Acquisition Agreement having occurred; or
ii. the Acquisition Agreement not being terminated in accordance with its terms;
(b) Escrow Completion having occurred;
(c) the Resolutions having been duly passed (without amendment) at the General Meeting (or at any adjournment thereof);
(d) none of the representations, warranties and undertakings on the part of the Company contained in the Placing Agreement being untrue, inaccurate or misleading at the applicable time (being 4.30 p.m. on the date on which the Results Agreement is signed or such other time as is notified to the Company by Cavendish or Admission), by reference to the facts and circumstances then subsisting;
(e) the Company complying with its obligations under the Placing Agreement to the extent that they fall to be performed on or before Admission;
(f) the Company and Cavendish agreeing the final number of Placing Shares and executing the Results Agreement no later than 4.30 p.m. on the date of this Announcement (or such later time and/or date as Cavendish may agree with the Company);
(g) the Company having allotted, subject only to Admission, the Placing Shares in accordance with the Placing Agreement; and
(h) Admission having become effective at or before 8.00 a.m. on 10 September 2024 or such later time as Cavendish may agree with the Company (not being later than 8.00 a.m. on 30 September 2024),
(all conditions to the obligations of Cavendish included in the Placing Agreement being together, the "Conditions").
If any of the Conditions are not fulfilled or, where permitted, waived by Cavendish in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and Cavendish may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placees' rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.
By participating in the Accelerated Bookbuild, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.
Cavendish may, in its absolute discretion and upon such terms as it thinks fit, waive fulfilment of all or any of the Conditions in whole or in part, or extend the time provided for fulfilment of one or more Conditions, save that certain Conditions including the condition relating to Admission referred to above may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.
Cavendish may terminate the Placing Agreement in certain circumstances, details of which are set out below.
Neither Cavendish nor any of its affiliates nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Cavendish.
Termination of the Placing
Cavendish may, in its absolute discretion, by notice to the Company, terminate the Placing Agreement at any time up to Admission if, inter alia:
(a) there has, in the opinion of Cavendish, been a breach of the warranties given to it;
(b) there has, in the good faith opinion of Cavendish, been a material adverse change;
(c) there has been a breach of any of the warranties, agreements or undertakings or other obligations on the part of any Seller under the Acquisition Agreement which is material in the context of the Placing and/or the Acquisition Agreement is terminated in accordance with its terms;
(d) the Company failing to comply with any of its material obligations under the Placing Agreement;
(e) any statement contained in this Announcement, the Placing Results Announcement or any other document or announcement issued or published by or on behalf of the Company in connection with the Placing is or has become untrue or inaccurate in any material respect or misleading; or
(f) in the opinion of Cavendish, there has been a force majeure event.
If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.
By participating in the Accelerated Bookbuild, each Placee agrees with the Company and Cavendish that the exercise by the Company or Cavendish of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or Cavendish or for agreement between the Company and Cavendish (as the case may be) and that neither the Company nor Cavendish need make any reference to such Placee and that none of the Company, Cavendish nor any of their respective Representatives shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise. Each Placee further agrees that they will have no rights against Cavendish, the Company or any of their respective directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).
By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it after the issue by Cavendish of a contract note, electronic trade confirmation or other (oral or written) confirmation confirming each Placee's allocation and commitment in the Placing.
Representations, warranties and further terms
By submitting a bid in the Accelerated Bookbuild, each Placee (and any person acting on such Placee's behalf) irrevocably confirms, represents, warrants, acknowledges and agrees (for itself and for any such prospective Placee) with the Company and Cavendish (in its capacity as bookrunner and Placing agent of the Company in respect of the Placing and its capacity as bookrunner and sale agent of the Selling Shareholders in respect of the Sale) that (save where Cavendish expressly agrees in writing to the contrary):
1. it has read and understood this Announcement in its entirety and that its acquisition of the Placing Shares and/or Sale Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Sale, the Company, the Placing Shares, the Sale Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;
2. it has not received and will not receive a prospectus or other offering document in connection with the Placing and/or the Sale and acknowledges that no prospectus or other offering document:
(a) is required under the UK Prospectus Regulation or other applicable law; and
(b) has been or will be prepared in connection with the Placing and/or the Sale;
3. the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules for the Companies (the "AIM Rules") and the Market Abuse Regulation (EU Regulation No. 596/2014 as it applies in the United Kingdom as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "MAR")), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;
4. it has made its own assessment of the Placing Shares and/or the Sale Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and/or the Sale and neither Cavendish nor the Company nor any of their respective Representatives nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares and/or the Sale Shares or the Company or any other person other than the information in this Announcement or the Publicly Available Information; nor has it requested Cavendish, the Company, any of their respective Representatives or any person acting on behalf of any of them to provide it with any such information;
5. neither Cavendish nor any person acting on behalf of it nor any of its Representatives has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
6.
(a) the only information on which it is entitled to rely on and on which it has relied in committing to acquire the Placing Shares and/or the Sale Shares is contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and/or the Sale Shares and it has made its own assessment of the Company, the Placing Shares and/or the Sale Shares and the terms of the Placing and/or the Sale based on the information in this Announcement and the Publicly Available Information;
(b) neither Cavendish, nor the Company (nor any of their respective Representatives) have made any representation or warranty to it, express or implied, with respect to the Company, the Placing and/or the Sale or the Placing Shares and/or the Sale Shares or the accuracy, completeness or adequacy of the Publicly Available Information, nor will it provide any material or information regarding the Company, the Placing and/or the Sale or the Placing Shares and/or the Sale Shares;
(c) it has conducted its own investigation of the Company, the Placing (including its terms and conditions) and/or the Sale and the Placing Shares and/or the Sale Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing and/or the Sale; and
(d) it has not relied on any investigation that Cavendish or any person acting on its behalf may have conducted with respect to the Company, the Placing and/or the Sale or the Placing Shares and/or the Sale Shares;
7. the content of this Announcement and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither Cavendish nor any persons acting on its behalf nor any of their respective Representatives is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement or the Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing and/or the Sale based on any information, representation, warranty or statement contained in this Announcement, the Publicly Available Information or otherwise. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;
8. neither it nor the beneficial owner of the Placing Shares and/or the Sale Shares is, nor will, at the time the Placing Shares and/or the Sale Shares are acquired, be a resident of the United States, Australia, Canada, the Republic of South Africa or Japan;
9. the Placing Shares and/or the Sale Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares and/or the Sale Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, Australia, Canada, the Republic of South Africa or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, Canada, the Republic of South Africa or Japan or in any country or jurisdiction where any such action for that purpose is required;
10. it may be asked to disclose in writing or orally to Cavendish: (i) if he or she is an individual, his or her nationality; or (ii) if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned;
11. it has the funds available to pay for the Placing Shares and/or the Sale Shares for which it has agreed to acquire and acknowledges and agrees that it will pay the total subscription amount in accordance with the terms of this Announcement on the due time and date set out herein, failing which the relevant Placing Shares and/or the Sale Shares may be placed with other Placees or sold at such price as Cavendish determines;
12. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares and/or the Sale Shares pursuant to the Placing and/or the Sale under the laws and regulations of all relevant jurisdictions;
(b) has fully observed such laws and regulations;
(c) has the capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and/or Sale Shares and will honour such obligations; and
(d) has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares and/or the Sale Shares;
13. it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares and/or the Sale Shares are acquired will not be, a resident of, or with an address in, or subject to the laws of, the United States, Australia, Canada, the Republic of South Africa or Japan, and it acknowledges and agrees that the Placing Shares and/or the Sale Shares have not been and will not be registered or otherwise qualified under the securities legislation of the United States, Australia, Canada, the Republic of South Africa or Japan and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;
14. it and the beneficial owner of the Placing Shares and/or the Sale Shares is, and at the time the Placing Shares and/or the Sale Shares are acquired will be, outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;
15. it understands that the Placing Shares and/or the Sale have not been, and will not be, registered under the Securities Act and may not be offered, sold or resold in or into or from the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws; and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares and/or the Sale Shares;
16. it (and any account for which it is purchasing) is not acquiring the Placing Shares and/or the Sale Shares with a view to any offer, sale or distribution thereof within the meaning of the Securities Act;
17. it understands that:
(a) the Placing Shares and the Sale Shares are "restricted securities" within the meaning of Rule 144(a)(3) of the Securities Act and will be subject to restrictions on resale and transfer subject to certain exceptions under US law;
(b) no representation is made as to the availability of the exemption provided by Rule 144 of the Securities Act for resales or transfers of Placing Shares and/or the Sale Shares; and
(c) it will not deposit the Placing Shares and/or the Sale Shares in an unrestricted depositary receipt programme in the United States or for US persons (as defined in the Securities Act);
18. it will not offer, sell, transfer, pledge or otherwise dispose of any Placing Shares and/or Sale Shares except:
(a) in an offshore transaction in accordance with Rules 903 or 904 of Regulation S under the Securities Act; or
(b) pursuant to another exemption from registration under the Securities Act, if available,
and in each case in accordance with all applicable securities laws of the states of the United States and other jurisdictions;
19. no representation has been made as to the availability of the exemption provided by Rule 144, Rule 144A or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares and/or the Sale Shares;
20. it understands that the Placing Shares and/or the Sale Shares are expected to be issued to it through CREST but may be issued to it in certificated, definitive form and acknowledges and agrees that the Placing Shares may, to the extent they are delivered in certificated form, bear a legend to the following effect unless agreed otherwise with the Company:
"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE SECURITIES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE COMPANY'S SECURITIES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.";
21. it is not taking up the Placing Shares and/or the Sale Shares as a result of any "general solicitation" or "general advertising" efforts (as those terms are defined in Regulation D under the Securities Act) or any "directed selling efforts" (as such term is defined in Regulation S under the Securities Act);
22. it understands that there may be certain consequences under United States and other tax laws resulting from an investment in the Placing and/or the Sale 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;
23. 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;
24. none of Cavendish, the Company nor any of their respective Representatives nor any person acting on behalf of any of them is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and/or the Sale and that participation in the Placing and/or the Sale is on the basis that it is not and will not be a client of Cavendish and that Cavendish has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing and/or the Sale nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement and/or the Selling Shareholders 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;
25. it will make payment to Cavendish for the Placing Shares and/or the Sale Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement, failing which the relevant Placing Shares and/or the Sale Shares may be placed with others on such terms as Cavendish determines in its absolute discretion without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the Placing proceeds of such Placing Shares and/or the Sale 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 and/or the Sale Shares on its behalf;
26. its allocation (if any) of Placing Shares and/or the Sale Shares will represent a maximum number of Placing Shares and/or the Sale Shares which it will be entitled, and required, to acquire, and that the Company may call upon it to acquire a lower number of Placing Shares and/or Sale Shares (if any), but in no event in aggregate more than the aforementioned maximum;
27. no action has been or will be taken by any of the Company, Cavendish, the Selling Shareholders or any person acting on behalf of the Company, Cavendish or the Selling Shareholders that would, or is intended to, permit a public offer of the Placing Shares and/or the Sale Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;
28. the person who it specifies for registration as holder of the Placing Shares and/or the Sale Shares will be:
(a) the Placee; or
(b) a nominee of the Placee, as the case may be,
and that Cavendish and the Company will not be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares and/or the Sale Shares pursuant to the Placing and agrees to indemnify the Company and Cavendish in respect of the same on the basis that the Placing Shares and/or the Sale Shares will be allotted or transferred to a CREST stock account of Cavendish or transferred to a CREST stock account of Cavendish who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;
29. the sale, allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares and/or the Sale Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing and/or the Sale as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares and/or the Sale Shares would give rise to such a liability;
30. if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares and/or the Sale Shares that are allocated to it for the purposes of its business only;
31. it has not offered or sold and will not offer or sell any Placing Shares and/or the Sale Shares to persons in the United Kingdom or a Relevant State prior to the expiry of a period of six months from Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA or within the meaning of the UK Prospectus Regulation, or an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation;
32. if it is within the United Kingdom, it is a Qualified Investor as defined in Article 2(e) of the UK Prospectus Regulation and if it is within a Relevant State, it is a Qualified Investor as defined in Article 2(e) of the EU Prospectus Regulation;
33. it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares and/or the Sale Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by Cavendish in its 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 financial promotion by an authorised person;
34. it has complied and it will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares and/or the Sale Shares (including all relevant provisions of the FSMA and the MAR in respect of anything done in, from or otherwise involving the United Kingdom);
35. if it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, the Placing Shares and/or the Sale Shares acquired by it in the Placing and/or the Sale 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, or in circumstances in which the express prior written consent of Cavendish has been given to each proposed offer or resale;
36. if in the United Kingdom, unless otherwise agreed by Cavendish, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS") and it is acquiring Placing Shares and/or the Sale Shares for investment only and not with a view to resale or distribution;
37. if it has received any inside information (for the purposes of the MAR and section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in advance of the Placing and/or the Sale Shares, it warrants that it has received such information within the market soundings regime provided for in Article 11 of MAR and has not:
(a) dealt (or attempted to deal) in the securities of the Company or cancelled or amended a dealing in the securities of the Company;
(b) encouraged, recommended or induced another person to deal in the securities of the Company or to cancel or amend an order concerning the Company's securities; or
(c) unlawfully disclosed such information to any person, prior to the information being made publicly available;
38. Cavendish and its affiliates, acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and/or the Sale Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares and/or the Sale Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares and/or the Sale Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, Cavendish and/or any of its affiliates acting as an investor for its or their own account(s). Neither Cavendish nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;
39. it:
(a) has complied with its obligations 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, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) and all 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 "Money Laundering Regulations");
(b) is not a person:
i. with whom transactions are prohibited under the US Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury;
ii. named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or
iii. subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law,
(together with the Money Laundering Regulations, the "Regulations") and if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to Cavendish such evidence, if any, as to the identity or location or legal status of any person which it may request from it in connection with the Placing (for the purpose of complying with the Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by Cavendish on the basis that any failure by it to do so may result in the number of Placing Shares that are to be acquired by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Cavendish may decide at its sole discretion;
40. in order to ensure compliance with the Regulations, Cavendish (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 Cavendish or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares and/or Sale Shares may be retained at Cavendish's absolute discretion or, where appropriate, delivery of the Placing Shares and/or the Sale Shares to it in uncertificated form may be delayed at Cavendish'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 Cavendish (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either Cavendish and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing and/or the Sale, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
41. its participation in the Placing and/or the Sale 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;
42. any money held in an account with Cavendish 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. 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 from Cavendish's money in accordance with the client money rules and will be used by Cavendish in the course of its business; and the Placee will rank only as a general creditor of Cavendish;
43. Cavendish may choose to invoke the CASS Delivery Versus Payment exemption (under CASS 7.11.14R within the FCA Handbook Client Assets Sourcebook) with regard to settlement of funds, in connection with the Placing and/or the Sale, should it see fit;
44. neither it nor, as the case may be, its clients expect Cavendish to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the COBS, and that Cavendish is not acting for it or its clients, and that Cavendish will not be responsible for providing the protections afforded to clients of Cavendish or for providing advice in respect of the transactions described in this Announcement;
45. it acknowledges that its commitment to acquire Placing Shares and/or the Sale Shares on the terms set out in this Announcement and in the contract note, the electronic trade confirmation or other (oral or written) confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and/or the Sale and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Cavendish's conduct of the Placing and/or the Sale;
46. it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares and/or the Sale 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 and/or the Sale. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing and/or the Sale, including the merits and risks involved;
47. it irrevocably appoints any duly authorised officer of Cavendish 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 and/or the Sale Shares for which it agrees to acquire upon the terms of this Announcement;
48. the Company, Cavendish and others (including each of their respective Representatives) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to Cavendish on its own behalf and on behalf of the Company and are irrevocable;
49. it is acting as principal only in respect of the Placing and/or the Sale or, if it is acquiring the Placing Shares and/or the Sale Shares as a fiduciary or agent for one or more investor accounts, it:
(a) is duly authorised to do so and it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts; and
(b) will remain liable to the Company and Cavendish for the performance of all its obligations as a Placee in respect of the Placing and/or the Sale (regardless of the fact that it is acting for another person);
50. subject to acquiring any Placing Shares and/or the Sale Shares, it will be bound by the terms of the articles of association of the Company;
51. time is of the essence as regards its obligations under this Appendix;
52. any document that is to be sent to it in connection with the Placing and/or the Sale will be sent at its risk and may be sent to it at any address provided by it to Cavendish;
53. the Placing Shares and the Sale Shares will be issued or sold (as applicable) subject to the terms and conditions of this Appendix; and
54. the terms and conditions contained in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire Placing Shares and/or Sale Shares pursuant to the Accelerated Bookbuild and/or the Placing and/or the Sale and all non-contractual or other obligations arising out of or in connection with them, will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of such contract (including any dispute regarding the existence, validity or termination or 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 and/or the Sale Shares (together with interest chargeable thereon) may be taken by the Company or Cavendish in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.
By participating in the Placing and/or the Sale, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, Cavendish and each of their respective Representatives harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred by Cavendish, the Company or each of their respective Representatives arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive after the completion of the Placing and the Sale.
The rights and remedies of Cavendish 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.
The agreement to allot and issue Placing Shares and/or the sale of Sale Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue or sale (as applicable) to Placees, or such persons as they nominate as their agents, direct by the Company. Such agreement assumes that the Placing Shares and/or the Sale Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares and/or Sale Shares into a clearance service. If there are any such arrangements, or the settlement related to any other dealings in the Placing Shares and/or Sale Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor Cavendish shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and they should notify Cavendish accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares and/or Sale Shares or the agreement by them to acquire any Placing Shares and/or Sale Shares and each Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom it is participating in the Placing and/or the Sale as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares or the sale or delivery of Sale Shares has given rise to such non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Cavendish in the event that either the Company and/or Cavendish have incurred any such liability to such taxes or duties.
The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to Cavendish for itself and on behalf of the Company and are irrevocable.
Cavendish Capital Markets Limited is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Accelerated Bookbuild, the Sale and the Fundraising, and Cavendish will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Accelerated Bookbuild, the Sale or the Fundraising or any other matters referred to in this Announcement.
Each Placee and any person acting on behalf of the Placee acknowledges that Cavendish does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement or the Selling Shareholders Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Cavendish may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.
When a Placee or any person acting on behalf of the Placee is dealing with Cavendish, any money held in an account with Cavendish 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 Cavendish's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.
References to time in this Announcement are to London time, unless otherwise stated.
All times and dates in this Announcement may be subject to amendment. Placees will be notified of any changes.
No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
The price of shares and any income expected 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 or the Sale Shares to be sold pursuant to the Sale will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
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