REG - AFC Energy Plc - Proposed Placing and Subscription
10/06/2024 17:15
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RNS Number : 8584R AFC Energy Plc 10 June 2024
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED
HEREIN (TOGETHER, "THIS ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO
MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY
OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO
ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF
AFC ENEGY PLC IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF
REGULATION (EU) NO 596/2014 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF
16 APRIL 2014 ON MARKET ABUSE (MARKET ABUSE REGULATION) AS RETAINED AS PART OF
UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED.
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
10 June 2024
AFC Energy plc
("AFC Energy", the "Group" or the "Company")
Proposed Placing and Subscription to raise approximately £13.5 million
And
REX Retail Offer of Up to £2.0 million
AFC Energy plc (AIM: AFC), a leading provider of hydrogen power generation
technologies, announces a proposed fundraising by way of a placing of new
Ordinary Shares (the "Placing") (incorporating a Firm Placing and a
Conditional Placing) and direct subscription with certain directors (the
"Subscription") to raise approximately £13.5 million in aggregate at a price
per Ordinary Share of 15 pence (the "Issue Price"). The Company also
announces a proposed financing on the "REX" platform to existing retail
investors at the Issue Price (the "REX Retail Offer") to raise up to £2.0
million (which together with the Placing and the Subscription is the "Proposed
Fundraising"). No part of the Proposed Fundraising is being underwritten.
Reasons for the Proposed Fundraising and Use of Proceeds
AFC Energy is in a growth phase and looking to continue to scale up its
manufacturing capabilities to meet increased demand for its unique hydrogen
fuel cells. The net proceeds of the Placing and Subscription will be utilised
to capitalise on the Company's existing commercial routes to market for its
H-Power generators (specifically the roll out of initial orders from Speedy
Hydrogen Solutions and, when placed, orders from TAMGO) and to support
commercial development.
Use of proceeds:
· Investment in H-Power 30kW generators - rollout of initial Speedy
Hydrogen Solutions' orders and, when placed, TAMGO orders;
· Investment in production equipment to support manufacturing scale up;
· Investment in Speedy Hire Joint Venture (Speedy Hydrogen Solutions);
and
· Commercial development and corporate overheads.
Any proceeds from the REX Retail Offer will be used for general corporate
purposes.
Fundraising Highlights:
· The Proposed Fundraising comprises:
· A non-pre-emptive firm placing of up to 74,074,964 new Ordinary
Shares at the Issue Price (the "Firm Placing Shares"), raising gross proceeds
of up to approximately £11.1 million (the "Firm Placing"). The Firm Placing
is not conditional upon Shareholder approval;
· A non-pre-emptive conditional placing of approximately 15,258,369 new
Ordinary Shares at the Issue Price (the "Conditional Placing Shares"), raising
gross proceeds of approximately £2.3 million (the "Conditional Placing"). The
Conditional Placing is conditional on, inter alia, the passing of the
Fundraising Resolutions by Shareholders at the General Meeting;
· A direct subscription with certain directors of the Company who have
indicated that they intend to subscribe for 666,666 new Ordinary Shares at the
Issue Price (the "Subscription Shares"), raising gross proceeds of
approximately £0.1m. The Subscription Shares will be allotted and admitted to
trading on AIM at the same time as the Firm Placing Shares; and
· A REX Retail Offer of up to 13,333,333 New Ordinary Shares at the
Issue Price (the "REX Retail Offer Shares"), raising gross proceeds of up to
£2.0 million. The REX Retail Offer is conditional on, inter alia, the
passing of the Fundraising Resolutions by Shareholders at the General Meeting
and any REX Retail Offer Shares are expected to be allotted and admitted to
trading on AIM at the same time as the Conditional Placing Shares.
· The Placing Shares are being offered by way of an accelerated
bookbuild, which will be launched immediately following this Announcement, in
accordance with the terms and conditions set out in Appendix I to this
Announcement.
· The Issue Price represents a discount of approximately 26.8 per cent.
to the closing mid-market price of 20.5 pence per Ordinary Share on 7 June
2024, being the latest practicable date prior to the publication of this
Announcement.
· The Directors do not currently have authority to allot the
Conditional Placing Shares or the REX Retail Offer Shares and, accordingly,
the Board is seeking the approval of Shareholders to allot the Conditional
Placing Shares and the REX Retail Offer Shares at the General Meeting. The
General Meeting is to be held at the offices of Peel Hunt LLP at 100 Liverpool
St, London EC2M 2AT at 11:00 a.m. on 28 June 2024 at which the Fundraising
Resolutions will be proposed.
· Peel Hunt and Zeus are acting as Joint Bookrunners and Joint Brokers
in connection with the Proposed Fundraising and Peel Hunt is also the
Company's Nominated Adviser.
Adam Bond, Chief Executive of AFC Energy, said:
"2024 is all about delivery at AFC Energy. Having accelerated our next
generation H-Power technology platforms and secured commercial routes to
market through our partners and customers, including Speedy Hire, we are
looking to secure funding to build out our inventory and fast track delivery
of H-Power Generators into the field. This builds on those H-Power
Generators that have already been sold to Speedy Hydrogen Solutions and
provide further buying power to drive down component and system costs as we
scale our production capacity. The drive to displace diesel generators
continues to accelerate and we aim to be at the forefront of industry as the
transition gains momentum."
This Announcement should be read in its entirety. In particular, your
attention is drawn to the detailed terms and conditions of the Placing in
Appendix I to this Announcement.
By choosing to participate in the Placing and by making an oral electronic or
written offer to acquire Placing Shares, investors will be deemed to have read
and understood this Announcement in its entirety (including the Appendices),
and to be making such offer on the terms and subject to the conditions of the
Placing contained herein, and to be providing the representations, warranties,
indemnities, acknowledgements and undertakings contained in Appendix I.
Unless otherwise indicated, capitalised terms in this Announcement have the
meaning given to them in the definitions section included in Appendix II.
A separate announcement will be made shortly by the Company regarding the REX
Retail Offer and its terms and conditions.
The ticker for the Company's ordinary shares is AFC. The Company's LEI is
213800SRJST19GNS9U35.
The person responsible for arranging release of this announcement on behalf of
the Company is Peter Dixon-Clarke, CFO.
Enquiries:
AFC Energy plc +44 (0) 14 8327 6726
Adam Bond (CEO)
Peter Dixon-Clarke (CFO)
Peel Hunt LLP - Nominated Adviser, Joint Broker and Joint Bookrunner +44 (0) 20 7148 8900
Richard Crichton / Georgia Langoulant (Investment Banking)
Sohail Akbar/Brian Hanratty (ECM)
Zeus- Joint Broker and Joint Bookrunner +44 (0) 203 829 5000
David Foreman / James Hornigold (Investment Banking)
Dominic King (Corporate Broking) / Ben Robertson (ECM)
FTI Consulting - Financial PR Advisors +44 (0) 203 727 1000
Ben Brewerton / Nick Hennis / Tilly Abraham afcenergy@fticonsulting.com (mailto:afcenergy@fticonsulting.com)
About AFC Energy
AFC Energy is a leading provider of hydrogen energy solutions, to provide
clean electricity for on and off grid power applications. The Company's fuel
cell technology is now deployable as electric vehicle chargers, off-grid
decentralised power systems for construction and temporary power with emerging
opportunities across maritime, data centres and rail as part of a portfolio
approach to the decarbonisation of society's growing electrification needs.
The Company's proprietary ammonia cracking technology further highlights
emerging opportunities across the distributed hydrogen production market with
a focus on hydrogen's role in supporting the decarbonisation of hard to abate
industries.
Additional Information
Background to, and reasons for, the Proposed Fundraise
AFC Energy is in a growth phase and looking to advance delivery across its two
core business streams: Fuel Cells & Fuel Processing.
In the Fuel Cell segment, AFC Energy is at an inflection point where it is
working with customers and partners to deploy its newly released 30kW H-Power
S Series fuel cell generator into the market with the aim of displacing diesel
generators. AFC Energy has developed a number of key routes to market with
immediate revenue potential from partners including Speedy Hire (via Speedy
Hydrogen Solutions) and Niftylift in the UK, Acciona in Europe and TAMGO in
the Saudi Arabian and MENA region.
In line with the Company's strategy, the pace of the Company's commercial
development and deployment of its fuel cell products has accelerated
substantially over the last 12 months, with some highlights noted below:
· In July 2023, the Company announced the proposed launch of a
dedicated hydrogen powered generator plant hire business alongside Speedy
Hire.
· In September 2023, the Company announced that it had entered into an
exclusive distribution agreement with Saudi Arabia's The Machinery Group LLC,
trading as TAMGO, securing distribution routes in Saudi and MENA regions.
· In November 2023, the Company announced the official launch of Speedy
Hydrogen Solutions, its 50:50 joint venture with Speedy Hire, securing first
year sales of up to £4.7m.
· In March 2024, the Company announced receipt of its first independent
Attestation of Conformity certificate for CE Mark from German certification
agency TÜV SÜD for the 30kW H-Power S Series Generator, providing assurance
that the fuel cell product is compliant with requisite laws and standards.
· In March 2024, the Company announced the successful factory
acceptance test of its first 30kW H-Power Generator pursuant to its agreement
with Speedy Hire, confirming that the 30kW H-Power Generator is now ready for
sale to Speedy Hydrogen Solutions.
· In March 2024, the Company announced a 16% reduction in operating
costs for its H-Power Generator, substantially lowering the overall cost for
AFC Energy's H-Power customers.
· In May 2024, the Company announced the appointment of North America's
Illuming Power as its first scaled manufacturer of fuel cell plates and stacks
for its S Series air cooled platform.
· In May 2024, the Company announced its agreement to supply S Series
fuel cell modules to Niftylift (UK) Limited for integration with its next
generation mobile elevating work platform.
In the Fuel Processing segment, the Company is seeing interest in fast
tracking its proprietary ammonia cracker technology to support the
decarbonisation of hard to abate industries through the adoption of hydrogen
derived from carrier fuels such as ammonia.
Some key recent highlights in the fuel processing segment include:
· In March 2023, the Company launched its advanced "Ammonia to
Hydrogen" cracker technology following extensive cracker reactor validation
testing over the preceding two years.
· In October 2023, the Company announced independent testing results
highlighting the ability of the Company's new ammonia cracking technology to
deliver fuel cell grade hydrogen on a modular, scalable basis.
· In December 2023, the Company announced commencement of the largest
"ammonia to hydrogen" modular cracker demonstration in operation worldwide.
· In January 2024, the Company secured funding for a maritime ammonia
cracker trial.
· In February 2024, the Company announced that it had achieved
operational milestones for its ammonia cracker technology, including achieving
9.5 kWh of electrical power consumed per kilogram of hydrogen generated, a 33%
reduction in electrical power over its 2023 design and hitting milestone of
<10 kWh/kg, a year ahead of schedule.
In both the Fuel Cell and Fuel Processing segments, the Company believes it is
well positioned to build on the prior three years of investment in technology,
commercial readiness and manufacturing scale up, to now accelerate time to
market for both its technology platforms. In addition, there is a potential
first mover advantage to be exploited in its respective markets and so time to
market is critical, underpinning the Company's decision to review its
financing activities.
The net proceeds of the Placing and Subscription will be utilised to
capitalise on the Company's existing commercial routes to market for its
H-Power generators (specifically the roll out of initial orders from Speedy
Hydrogen Solutions and TAMGO) and to support commercial development.
Use of proceeds:
· Investment in H-Power 30kW generators - rollout of initial Speedy
Hydrogen Solutions' orders and, when placed, TAMGO orders;
· Investment in production equipment to support manufacturing scale up;
· Investment in Speedy Hire Joint Venture (Speedy Hydrogen Solutions);
and
· Commercial development and corporate overheads.
Any proceeds from the REX Retail Offer will be used for general corporate
purposes.
Details of the Proposed Fundraising
The Proposed Fundraising comprises:
· A non-pre-emptive firm placing of up to 74,074,964 new Ordinary
Shares at the Issue Price, raising gross proceeds of up to approximately
£11.1 million. The Firm Placing is not conditional upon Shareholder approval;
· A non-pre-emptive conditional placing of approximately 15,258,369 new
Ordinary Shares at the Issue Price, raising gross proceeds of approximately
£2.3 million. The Conditional Placing is conditional on, inter alia, the
passing of the Fundraising Resolutions by Shareholders at a general meeting;
· A direct subscription with certain directors of the Company who have
indicated that they intend to subscribe for 666,666 new Ordinary Shares at the
Issue Price, raising gross proceeds of approximately £0.1m. The Subscription
Shares will be allotted and admitted to trading on AIM at the same time as the
Firm Placing Shares; and
· A REX Retail Offer of up to 13,333,333 new Ordinary Shares at the
Issue Price, raising gross proceeds of up to £2.0 million. The REX Retail
Offer is conditional on, inter alia, the passing of the Fundraising
Resolutions by Shareholders at the General Meeting and any REX Retail Offer
Shares are expected to be allotted and admitted to trading on AIM at the same
time as the Conditional Placing Shares.
Peel Hunt LLP ("Peel Hunt") and Zeus Capital Limited ("Zeus") are acting as
Joint Bookrunners in connection with the Proposed Fundraising and Peel Hunt is
also the Company's Nominated Adviser. The Placing Shares are being offered by
way of an accelerated bookbuild, which will be launched immediately following
this Announcement (as defined below), in accordance with the terms and
conditions set out in Appendix I to this Announcement.
The Placing is subject to the Terms and Conditions set out in Appendix I to
this Announcement. The number of Placing Shares to be placed at the Issue
Price in each of the Firm Placing and the Conditional Placing will be decided
following completion of the Bookbuild. The timing of the closing of the
bookbuild and allocations are at the absolute discretion of the Company and
the Joint Bookrunners. Details of the number of Placing Shares to be issued
pursuant to each of the Firm Placing and the Conditional Placing will be
announced as soon as practicable after the close of the Bookbuild. The Placing
is not underwritten.
The Firm Placing will complete whether or not the Conditional Placing
completes, whether by reason of a failure to obtain shareholder approval or
non-satisfaction of any other conditions that have not been waived.
Subject to the discretion of the Company and the Joint Bookrunners to elect
otherwise, the Firm Placing Shares and the Conditional Placing Shares will be
allocated proportionately with the same investors. An investor allocated Firm
Placing Shares will be conditionally allocated an equivalent proportion of
Conditional Placing Shares.
Details of the Subscription
Certain Directors, being Garry Bullard, Adam Bond, Peter Dixon-Clarke and
Monika Biddulph (the "Subscribers"), have indicated their intention to
subscribe for an aggregate amount of £0.1 million of Subscription Shares at
the Issue Price pursuant to the Subscription. The Subscription is not
underwritten.
If any of the conditions to the Subscription are not satisfied, the
Subscription Shares will not be issued and any monies received from the
Subscribers will be returned to them.
The Subscription Shares will not be subject to clawback and are not part of or
subject to any condition related to the REX Retail Offer or the passing of the
Fundraising Resolutions at the General Meeting.
The Subscription Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu in all
respects with the Company's then existing Ordinary Shares, including the right
to receive all dividends and other distributions declared, made or paid after
the date of their issue.
The Subscription will be conditional, inter alia, on the close of the
Bookbuild, First Admission occurring and the Placing Agreement not being
terminated prior to First Admission. Further details of the Subscription are
expected to be announced at the same time as the closing of the Bookbuild.
Details of the REX Retail Offer
The Company has separately engaged Peel Hunt to undertake an intermediaries
offer of the REX Retail Offer Shares at the Issue Price to existing retail
investors through its 'REX' platform.
The REX Retail Offer Shares do not form part of the Placing or the
Subscription and the REX Retail Offer Shares will not, when issued, constitute
either Placing Shares or Subscription Shares. The REX Retail Offer is not
being underwritten or made subject to the terms and conditions set out in
Appendix I to this Announcement. However, the allotment and issue of the REX
Retail Offer Shares is conditional, amongst other things, on the Fundraising
Resolutions being passed at the General Meeting.
As the REX Retail Offer will not be underwritten, if there is no take up by
new and existing retail investors, no additional proceeds will be received by
AFC Energy pursuant to the REX Retail Offer element of the Proposed
Fundraising.
A separate announcement will be made shortly by the Company regarding the REX
Retail Offer and its terms and conditions.
No prospectus will be published in connection with the REX Retail Offer.
Admission
Applications will be made to the London Stock Exchange for (i) admission of
the Firm Placing Shares and the Subscription Shares to trading on AIM and (ii)
admission of the Conditional Placing Shares and the REX Retail Offer Shares to
trading on AIM. It is expected that First Admission will become effective at
or around 8.00 a.m. on 13 June 2024 or such later time and date and, subject
to the passing of the Fundraising Resolutions, Second Admission will become
effective at or around 8.00 a.m. on 1 July 2024, in each case as the Joint
Bookrunners and the Company may agree.
Circular / General Meeting
The Directors do not currently have authority to allot the Conditional Placing
Shares or the REX Retail Offer Shares for cash free of statutory pre-emption
rights and, accordingly, the Board is seeking the approval of Shareholders to
allot the Conditional Placing Shares and the REX Retail Offer Shares at the
General Meeting on that basis.
The General Meeting is to be held at the offices of Peel Hunt LLP at 100
Liverpool St, London EC2M 2AT at 11:00 a.m. on 28 June 2024 at which the
Fundraising Resolutions will be proposed.
The Conditional Placing and the REX Retail Offer are conditional, inter alia,
upon Shareholders approving the Fundraising Resolutions at the General Meeting
and upon the Placing Agreement not having been terminated and becoming
unconditional in so far as it relates to the Conditional Placing. The Company
intends to publish and send the Circular to Qualifying Shareholders on or
about 12 June 2024, which will contain a notice convening the General Meeting
and proposing the necessary resolutions to authorise the Directors to allot
the Conditional Placing Shares and the REX Retail Offer Shares for cash free
of statutory pre-emption rights. The Circular and notice of General Meeting
will be available on the Company's website after publication:
https://www.afcenergy.com/ (https://www.afcenergy.com/) .
The Placing Shares are not being made available to the public and are only
available to Relevant Persons.
IMPORTANT NOTICES AND DISCLAIMER
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION,
FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE
OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED
STATES"), AUSTRALIA, CANADA, JAPAN OR REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
This Announcement or any part of it 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, Canada, Australia,
Japan or Republic of South Africa or any other jurisdiction in which the same
would be unlawful. No public offering of the New Shares is being made in any
such jurisdiction.
No action has been taken by the Company, Peel Hunt, Zeus or any of their
respective affiliates, or any person acting on its or their behalf that would
permit an offer of the New Shares or possession or distribution of this
Announcement or any other offering or publicity material relating to such New
Shares in any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the Company,
Peel Hunt and Zeus to inform themselves about, and to observe, such
restrictions.
No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this Announcement and no such prospectus is required to be published (in
accordance with Regulation (EU) No 2017/1129 (as amended) (the "EU Prospectus
Regulation") or the EU Prospectus Regulation as it is assimilated into UK
domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"),
as amended (the "UK Prospectus Regulation")). Persons needing advice should
consult a qualified independent legal adviser, business adviser, financial
adviser or tax adviser for legal, business, financial or tax advice.
The securities referred to herein have not 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 other
jurisdiction of the United States, and may not be offered, sold or
transferred, directly or indirectly, in or into the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with the
securities laws of any State or any other jurisdiction of the United States.
Accordingly, the Placing Shares will be offered and sold outside of the United
States only in "offshore transactions" (as such term is defined in Regulation
S under the Securities Act ("Regulation S")) pursuant to Regulation S and
otherwise in accordance with applicable laws pursuant to an exemption from, or
in a transaction not subject to, registration under the Securities Act. No
public offering of the New Shares will be made in the United States or
elsewhere, other than the REX Retail Offer Shares under the REX Retail Offer
which is being made in the United Kingdom only.
The Proposed Fundraising has not been approved or disapproved by the United
States Securities and Exchange Commission, any state securities commission in
the United States or any US regulatory authority, nor have any of the
foregoing authorities passed upon or endorsed the merits of the Proposed
Fundraising, or the accuracy or adequacy of this Announcement. Any
representation to the contrary is a criminal offence in the United States.
This Announcement has not been approved by the London Stock Exchange.
Members of the public are not eligible to take part in the Placing.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in South Africa in relation to the
New Shares and the New Shares have not been, nor will they be, registered
under or offered in compliance with the securities laws of any state, province
or territory of Australia, Canada, Japan or Republic of South Africa.
Accordingly, the New Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into Australia, Canada, Japan or Republic of South Africa
or any other jurisdiction in which such activities would be unlawful.
By participating in the Bookbuild and the Placing, each person who is invited
to and who chooses to participate in the Placing (each a "Placee") by making
an oral, electronic or written and legally binding offer to acquire Placing
Shares will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring Placing Shares on
the terms and conditions contained in Appendix I to this Announcement and to
be providing the representations, warranties, indemnities, acknowledgements
and undertakings contained in Appendix I to this Announcement.
Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the financial condition, results of operations and
businesses and plans of the Company and its subsidiaries from time to time
(the "Group"). Words such as "believes", "anticipates", "estimates",
"expects", "intends", "plans", "aims", "potential", "will", "would", "could",
"considered", "likely", "estimate" and variations of these words and similar
future or conditional expressions, are intended to identify forward-looking
statements and forecasts but are not the exclusive means of identifying such
statements. These statements and forecasts involve risk and uncertainty
because they relate to events and depend upon future circumstances that have
not occurred. There are a number of factors that could cause actual results or
developments to differ materially from those expressed or implied by these
forward-looking statements and forecasts. As a result, the Group's actual
financial condition, results of operations and business and plans may differ
materially from the plans, goals and expectations expressed or implied by
these forward-looking statements and forecasts. No representation or warranty
is made as to the achievement or reasonableness of, and no reliance should be
placed on, such forward-looking statements and forecasts. The forward-looking
statements and (if any) forecasts contained in this Announcement speak only as
of the date of this Announcement. The Company, its directors, Peel Hunt, Zeus
or their respective affiliates and any person acting on its or their behalf
each expressly disclaim any obligation or undertaking to update or revise
publicly any forward-looking statements and forecasts, whether as a result of
new information, future events or otherwise, unless required to do so by
applicable law or regulation or the London Stock Exchange.
Peel Hunt and Zeus are each authorised and regulated in the United Kingdom by
the FCA. Each of Peel Hunt and Zeus is acting exclusively for the Company and
no one else in connection with the Placing, the contents of this Announcement
or any other matters described in this Announcement. Neither of Peel Hunt or
Zeus will regard any other person as its client in relation to the Placing,
the content of this Announcement or any other matters described in this
Announcement and 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 to any other person in relation to the Placing, the
content of this Announcement or any other matters referred to in this
Announcement. The responsibility of Peel Hunt, as the Company's nominated
adviser, is owed solely to the London Stock Exchange and is not owed to the
Company or the Directors or any other person.
This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by either Bank or by any of its affiliates or any person acting on
its or their behalf as to, or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made available to
or publicly available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Proposed Fundraising. Any
indication in this Announcement of the price at which Shares have been bought
or sold in the past cannot be relied upon as a guide to future performance.
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. This
Announcement does not identify or suggest, or purport to identify or suggest,
the risks (direct or indirect) that may be associated with an investment in
the New Ordinary Shares. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each investor or
prospective investor should consult their or its own legal adviser, business
adviser, financial adviser or tax adviser for legal, business, financial or
tax advice.
No statement in this Announcement is intended to be a profit forecast or
profit estimate for any period, and no statement in this Announcement should
be interpreted to mean that earnings, earnings per share or income, cash flow
from operations or free cash flow for the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations or free cash
flow for the Company.
All offers of the New Shares will be made pursuant to one or more exemptions
under the UK Prospectus Regulation from the requirement to produce a
prospectus. This Announcement is being distributed and communicated to persons
in the UK only in circumstances to which section 21(1) of the FSMA does not
require approval of the communication by an authorised person.
The New Ordinary Shares to be issued or sold pursuant to the Proposed
Fundraising will not be admitted to trading on any stock exchange other than
the AIM market of the London Stock Exchange.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.
This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of 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 Placing Shares have been subject to a product
approval process, which has determined that such Placing Shares are: (i)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible
for distribution through all permitted distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: (a) the price of the Placing Shares may decline
and investors could lose all or part of their investment; (b) the Placing
Shares offer no guaranteed income and no capital protection; and (c) an
investment in the Placing Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any contractual,
legal or regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market Assessment,
Peel Hunt and Zeus 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
Chapters 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
Placing Shares. Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining appropriate
distribution channels.
APPENDIX I - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (THIS "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING,
HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED
INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129,
AS AMENDED (THE "EU PROSPECTUS REGULATION"); (B) IF IN THE UNITED KINGDOM,
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS
REGULATION AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMENDED (THE "UK PROSPECTUS REGULATION") AND WHO
ARE: (I) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL"
IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); OR (II) PERSONS WHO FALL
WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER ("UK QUALIFIED INVESTORS"); OR (C) PERSONS TO
WHOM THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT 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 THE
COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS,
FINANCIAL AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD, ACQUIRED, RESOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY, INTO OR IN THE UNITED STATES, EXCEPT
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE
SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED
STATES. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED
STATES, THE UNITED KINGDOM, ANY OTHER RESTRICTED TERRITORY (AS DEFINED BELOW)
OR ELSEWHERE.
This Announcement, and the information contained herein, is not for release,
publication or distribution, directly or indirectly, to persons in the United
States, Australia, Canada, Japan or South Africa or any jurisdiction in which
such release, publication or distribution is unlawful (each a "Restricted
Jurisdictions"). The distribution of this Announcement, the Placing and/or the
offer or sale of the Placing Shares in certain jurisdictions may be restricted
by law. No action has been taken by the Company or by Peel Hunt LLP ("Peel
Hunt") and/or Zeus Capital Limited ("Zeus") (Peel Hunt and Zeus, together the
"Joint Bookrunners") or any of their respective Affiliates or any of its or
their respective agents, directors, officers or employees (collectively
"Representatives") which would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any jurisdiction where
action for that purpose is required. Persons distributing any part of this
Announcement must satisfy themselves that it is lawful to do so. Persons
(including, without limitation, nominees and trustees) who have a contractual
or other legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any such action. Persons into whose
possession this Announcement comes are required by the Company and the Joint
Bookrunners to inform themselves about, and to observe, any such restrictions.
This Announcement does not itself constitute or form part of an offer to sell
or issue or the solicitation of an offer to buy or subscribe for securities
referred to herein in the United States or any other Restricted Jurisdiction
or any jurisdiction where such offer or solicitation is unlawful.
All offers of the Placing Shares will be made pursuant to an exemption under
the EU Prospectus Regulation or the UK Prospectus Regulation, as applicable,
from the requirement to produce a prospectus. This Announcement is being
distributed and communicated to persons in the UK only in circumstances to
which section 21(1) of the Financial Services and Markets Act 2000, as amended
(the "FSMA") does not require approval of the communication by an authorised
person.
The Placing has not been approved and will not be approved or disapproved by
the U.S. Securities and Exchange Commission, any state securities commission
in the United States or any other regulatory authority in the United States,
nor have any of the foregoing authorities passed upon or endorsed the merits
of the Placing or the accuracy or adequacy of this Announcement. Any
representation to the contrary is a criminal offence in the United States.
Subject to certain exceptions, the securities referred to in this Announcement
may not be offered or sold in any Restricted Jurisdiction or to, or for the
account or benefit of, a citizen or resident, or a corporation, partnership or
other entity created or organised in or under the laws of a Restricted
Jurisdiction.
None of the Company, the Joint Bookrunners or any of their respective
Affiliates or its or their respective Representatives makes any representation
or warranty, express or implied, to any Placees regarding any investment in
the securities referred to in this Announcement under the laws applicable to
such Placees.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by any Joint Bookrunner or any of its Affiliates or its or their
respective 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 party or its advisers, and any
liability therefor is expressly disclaimed.
Each Joint Bookrunner is acting exclusively for the Company and no-one else in
connection with the Placing and is not, and will not be, responsible to anyone
(including the Placees) other than the Company for providing the protections
afforded to its clients nor for providing advice in relation to the Placing
and/or any other matter referred to in this Announcement.
Persons who are invited to and who choose to participate in the Placing (and
any person acting on such person's behalf) by making an oral or written offer
to subscribe for Placing Shares, including any individuals, funds or others on
whose behalf a commitment to subscribe for Placing Shares is given (the
"Placees") will be deemed: (i) to have read and understood this Announcement,
including this Appendix, in its entirety; (ii) to be participating and making
such offer on the terms and conditions contained in this Appendix; and (iii)
to be providing (and shall only be permitted to participate in the Placing on
the basis that they have provided) the representations, warranties,
undertakings, agreements, acknowledgments and indemnities contained in this
Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges that:
1. it is a Relevant Person and undertakes that it will
subscribe for, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business;
2. if it is in a member state of the EEA, it is a
Qualified Investor;
3. if it is in the United Kingdom, it is a UK
Qualified Investor;
4. it is subscribing for Placing Shares for its own
account or is subscribing for Placing Shares for an account with respect to
which it exercises sole investment discretion and has the authority to make
and does make the representations, warranties, undertakings, agreements,
acknowledgments and indemnities contained in this Appendix;
5. if it is a financial intermediary, as that term is
used in Article 5(1) of the EU Prospectus Regulation or the UK Prospectus
Regulation (as applicable): (i) the Placing Shares subscribed for by it in the
Placing will not be subscribed for on a non-discretionary basis on behalf of,
nor will they be subscribed for with a view to their offer or resale to,
persons in a member state of the EEA other than Qualified Investors, or
persons in the United Kingdom other than UK Qualified Investors or in
circumstances in which the prior consent of the Joint Bookrunners has been
given to each proposed offer or resale; or (ii) where the Placing Shares have
been subscribed for by it on behalf of persons in a member state of the EEA
other than Qualified Investors, or in the United Kingdom other than UK
Qualified Investors, the offer of those Placing Shares to it is not treated
under the EU Prospectus Regulation or the UK Prospectus Regulation (as
applicable) as having been made to such persons;
6. it understands that the Placing Shares have not
been and will not be registered under the Securities Act or with any
securities regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold or transferred, directly or
indirectly, within the United States 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;
7. that it is: (i) unless otherwise agreed in writing
with the Joint Bookrunners, located outside the United States and it is not a
US person as defined in Regulation S under the Securities Act ("Regulation S")
and it is subscribing for the Placing Shares only in "offshore transactions"
as defined in and pursuant to Regulation S, and (ii) it is not subscribing for
Placing Shares as a result of any "directed selling efforts" as defined in
Regulation S or by means of any form of "general solicitation" or "general
advertising" as such terms are defined in Regulation D under the Securities
Act; and the Company and each Joint Bookrunner will rely upon the truth and
accuracy of, and compliance with, the foregoing representations, warranties,
undertakings, agreements and acknowledgements. Each Placee hereby agrees with
each Joint Bookrunner and the Company to be bound by these terms and
conditions as being the terms and conditions upon which Placing Shares will be
issued. A Placee shall, without limitation, become so bound if any Joint
Bookrunner confirms (orally or in writing) to such Placee its allocation of
Placing Shares.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
The Fundraising will comprise the Placing, the REX Retail Offer and the
Subscription. This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. Members of the public are not
entitled to participate in the Placing.
A summary of the Subscription can be found in the main body of this
Announcement.
Details of the REX Retail Offer can be found in the separate announcement by
the Company regarding the REX Retail Offer and its terms. The Placing is not
conditional upon the Subscriptions or the REX Retail Offer.
Bookbuild
Following this Announcement, the Joint Bookrunners will today commence the
Bookbuild to determine demand for participation in the Placing by Placees. No
commissions will be paid to Placees or by Placees in respect of any Placing
Shares. The book will open with immediate effect.
The Joint Bookrunners and the Company shall be entitled to effect the Placing
by such alternative method to the Bookbuild as they may, in their sole
discretion, determine.
Details of the Placing
The Placing will comprise the Firm Placing and the Conditional Placing.
At the Company's annual general meeting on 25 April 2024, the Company obtained
shareholder approval to issue 74,741,630 new ordinary shares of £0.001 pence
each in the capital of the Company on a non-pre-emptive basis, representing
10% of the Company's issued ordinary share capital. The allotment and issue of
the Firm Placing Shares and the Subscription Shares will rely on the existing
shareholder authorities. However, the allotment and issue of any Conditional
Placing Shares and the REX Retail Offer Shares will require the Company to
convene the General Meeting, expected to be held on or around 28 June 2024 to
seek shareholder approval for the Fundraising Resolutions, and will be
conditional upon such shareholder approval being granted.
The Firm Placing may complete if the Conditional Placing does not, whether by
reason of a failure to obtain shareholder approval or non-satisfaction of the
other conditions. The Placing is not conditional upon the Subscriptions or the
REX Retail Offer.
Subject to the discretion of the Company and the Joint Bookrunners to elect
otherwise, the Firm Placing Shares and the Conditional Placing Shares will be
allocated proportionately with the same investors. An investor allocated Firm
Placing Shares will be conditionally allocated an equivalent proportion of
Conditional Placing Shares.
The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing Ordinary Shares, including the
right to receive all dividends and other distributions declared, made or paid
in respect of the Ordinary Shares after their respective date of issue. The
Placing Shares will be issued free of any encumbrances, liens or other
security interests.
Details of the Placing Agreement and of the Placing Shares
Peel Hunt and Zeus are acting as Joint Bookrunners in connection with the
Placing. Neither Joint Bookrunner is acting for the Company with respect to
the Subscription. Zeus is not acting for the Company with respect to the REX
Retail Offer.
The Joint Bookrunners today entered into an agreement with the Company (the
"Placing Agreement") under which, subject to the conditions set out therein,
each Joint Bookrunner has agreed, as agent for and on behalf of the Company,
to use its reasonable endeavours to procure Placees for the Placing Shares at
a price of 15 pence per Placing Share (the "Issue Price") and in such number
to be determined following completion of the Bookbuild. The final number of
Placing Shares will be determined by the Company and the Joint Bookrunners at
the close of the Bookbuild and will be set out in the placing terms (if
executed) (the "Placing Terms"). The timing of the closing of the book and
allocations are at the discretion of the Company and the Joint Bookrunners.
Details of the number of Placing Shares will be announced as soon as
practicable after the close of the Bookbuild.
The total number of Shares to be issued pursuant to the Fundraising in the
Firm Placing and the Subscriptions shall not exceed 74,741,630 Shares,
representing approximately 10 per cent. of the Company's existing issued share
capital.
The Placing Shares are not subject to clawback in respect of valid
applications for New Ordinary Shares pursuant to the REX Retail Offer. The
Placing is not underwritten.
Applications for admission to trading
Applications will be made to the London Stock Exchange for (i) admission of
the Firm Placing Shares and Subscription Shares to trading on AIM ("First
Admission") and (ii) admission of the Conditional Placing Shares and REX
Retail Offer Shares to trading on AIM ("Second Admission" and together with
First Admission, "Admission"). It is expected that the First Admission will
become effective at or around 8.00 a.m. on 13 June 2024 or such later time and
date (being not later than 8.00 a.m. on 26 June 2024) and, subject to the
passing of the Fundraising Resolutions the Second Admission will become
effective at or around 8.00 a.m. on1 July 2024 or such later time and date
(being not later than 8.00 a.m. on 17 July 2024) in each case as the Joint
Bookrunners and the Company may agree.
The placing of the Firm Placing Shares, and the issue of the Subscription
Shares and First Admission are not conditional on the issue of the REX Retail
Offer Shares, or the issue of the Conditional Placing Shares or Second
Admission. The Placing is not conditional upon the Subscriptions or the REX
Retail Offer.
Participation in, and principal terms of, the Placing
1. Each Joint Bookrunner is arranging the Placing
severally, and not jointly nor jointly and severally, as agent of the Company.
2. Participation in the Placing will only be available
to persons who may lawfully be, and are, invited to participate by a Joint
Bookrunner. Each Joint Bookrunner and its Affiliates are entitled to enter
bids in the Bookbuild as principal.
3. The results of the Placing and the number of
Placing Shares will be announced on a Regulatory Information Service following
the completion of the Bookbuild (the "Placing Results Announcement").
4. To bid in the Bookbuild, prospective Placees may
communicate their bid by telephone or in writing to their usual sales contact
at a Joint Bookrunner. Each bid should state the number of Placing Shares
which the prospective Placee wishes to subscribe for at the Issue Price. The
Joint Bookrunners will, in effecting the Placing, agree with the Company the
identity of the Placees and the basis of allocation of the Placing Shares
(including, but not limited to, whether such Placing Shares are Firm Placing
Shares or Conditional Placing Shares) and may scale down any participation for
this purpose on such basis as they may determine and allocate Placing Shares
as Firm Placing Shares or Conditional Placing Shares at their discretion. The
acceptance of offers shall be at the absolute discretion of the Joint
Bookrunners. A bid in the 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 the consent of the relevant Joint
Bookrunner, will not be capable of variation or revocation after the time at
which it is submitted. Each Placee's obligations will be owed to the Company
and each Joint Bookrunner. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the Joint Bookrunners, to pay to
the relevant Joint Bookrunner (or as the relevant Joint Bookrunner may direct)
as agent for the Company in cleared funds an amount equal to the product of
the Issue Price and the number of Placing Shares that such Placee has agreed
to subscribe for and the Company has agreed to allot and issue to that Placee.
5. The Bookbuild is expected to close no later than
7.00 a.m (London time) on 11 June 2024, but may be closed earlier or later at
the discretion of the Joint Bookrunners. The Joint Bookrunners may, in
agreement with the Company, accept bids that are received after the Bookbuild
has closed.
6. Each Placee's allocation will be determined by the
Company in consultation with the Joint Bookrunners and will be confirmed to
Placees orally or in writing by the relevant Joint Bookrunner following the
close of the Bookbuild and a trade confirmation or contract note will be
dispatched as soon as possible thereafter. That oral or written confirmation
(at the relevant Joint Bookrunner's discretion) to such Placee will constitute
an irrevocable legally binding commitment upon such person (who will at that
point become a Placee) in favour of each Joint Bookrunner and the Company,
under which such Placee agrees to subscribe for the number of Firm Placing
Shares and Conditional Placing Shares allocated to it and to pay the Issue
Price for each such Placing Share on the terms and conditions set out in this
Appendix and in accordance with the Company's constitutional documents.
7. The Joint Bookrunners may, notwithstanding
paragraphs 4 and 5 above, and subject to the prior consent of the Company: (i)
allocate Placing Shares after the time of any initial allocation to any person
submitting a bid after that time; and (ii) allocate Placing Shares after the
Bookbuild has closed to any person submitting a bid after that time. The
acceptance of bids shall be at the absolute discretion of the Joint
Bookrunners. The Company reserves the right (upon agreement with the Joint
Bookrunners) to reduce or seek to increase the amount to be raised pursuant to
the Placing.
8. Except as required by law or regulation, no press
release or other announcement will be made by the Joint Bookrunners 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.
9. Irrespective of the time at which a Placee's
allocation(s) pursuant to the Placing is/are confirmed, settlement of the
Placing Shares will be on different dates depending on whether the Placing
Shares are Firm Placing Shares or Conditional Placing Shares, on the basis
explained below under "Registration and settlement".
10. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the conditions referred
to below under "Conditions of the Placing" and to the Placing not being
terminated on the basis referred to below under "Termination of the Placing
Agreement".
11. By participating in the Bookbuild, each Placee agrees
that its rights and obligations in respect of the Placing will terminate only
in the circumstances described below and will not be capable of rescission or
termination by the Placee after confirmation (oral or otherwise) by a Joint
Bookrunner.
12. To the fullest extent permissible by law, no Joint
Bookrunner nor any of its Affiliates nor any of its or their respective
Representatives shall have any responsibility or liability to any Placee (or
to any other person (other than the Company) whether acting on behalf of a
Placee or otherwise). In particular, no Joint Bookrunner nor any of its
Affiliates nor any of its or their respective Representatives shall have any
responsibility or liability (including to the fullest extent permissible by
law, any fiduciary duties) in respect of each Joint Bookrunner's conduct of
the Bookbuild or of such alternative method of effecting the Placing as the
Joint Bookrunners and the Company may agree.
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 the Joint Bookrunners under the Placing Agreement are conditional on
certain conditions, including, among other things:
(a) the release of this Announcement;
(b) the posting of the Circular by the Company, and no circular
that is supplemental to the Circular being posted before First Admission;
(c) the publication by the Company of the Placing Results
Announcement through a Regulatory Information Service;
(d) the Company having allotted, subject only to First
Admission, the Firm Placing Shares in accordance with the Placing Agreement;
(e) the Company having performed all of its obligations under
the Placing Agreement which fall to be performed prior to First Admission and
not being in breach of the Agreement;
(f) each of the warranties given by the Company contained in
the Placing Agreement being true, accurate and not misleading at certain
specified dates including : (i) as at the date of the Placing Agreement; and
(ii) immediately prior to First Admission, in each case, as though they had
been given and made at such times and on such dates by reference to the facts
and circumstances from time to time subsisting;
(g) First Admission occurring at or around 8.00 a.m. on 13 June
2024 (or such later time and/or date as the Joint Bookrunners and the Company
may agree in writing, being not later than 8.00 a.m. on 26 June 2024),
(all conditions to the obligations of the Joint Bookrunners included in the
Placing Agreement being together, the "Conditions").The Joint Bookrunners'
obligations under the Placing Agreement in respect of the Conditional Placing
Shares are conditional on certain conditions, including (without limitation):
(a) satisfaction of the conditions relating to First
Admission;
(b) the representations and warranties of the Company contained
in the Placing Agreement being true and accurate and not misleading at certain
specified dates including : (i) as of the date of the Placing Agreement (ii)
immediately prior to Second Admission, as though they had been given and
made on such dates by reference to the facts and circumstances then
subsisting;
(c) the Company having allotted, subject only to First Admission, the Firm
Placing Shares in accordance with the Placing Agreement;
(d) the Company having performed all of its obligations under
the Placing Agreement to be performed prior to Second Admission and not being
in breach of the Placing Agreement;
(e) the passing of the Fundraising Resolutions at the General
Meeting;
(f) there not having occurred, in the opinion of the Joint
Bookrunners (acting together and in good faith), a Material Adverse Change
prior to Second Admission (whether or not foreseeable); and
(g) Second Admission taking place by not later than occurring at
or around 8.00 a.m. on 1 July 2024 (or such later time and/or date as the
Joint Bookrunners and the Company may agree in writing, being not later than
8.00 a.m. on 17 July 2024)).
If: (i) any of the conditions contained in the Placing Agreement, including
(without limitation) those described above, are not fulfilled or (where
applicable) waived by the Joint Bookrunners by the relevant time or date
specified (or such later time or date as the Company and the Joint Bookrunners
may agree); or (ii) the Placing Agreement is terminated in the circumstances
specified below, the Placing in respect of the Placing Shares will lapse if
such conditions are not satisfied by, or termination occurs prior to, First
Admission, or the Placing of the Conditional Placing Shares will lapse if such
conditions are not satisfied by or termination occurs after First Admission
but prior to Second Admission and the Placees' rights and obligations
hereunder in relation to the Firm Placing Shares and/or the Conditional
Placing Shares (as the case may be) shall cease and terminate at such time and
each Placee agrees that no claim can be made by it in respect thereof.
The Joint Bookrunners may, at their discretion and upon such terms and
conditions as they think fit, waive satisfaction of certain of the Conditions
(save that Conditions (a), (b), (c), (h) and (k) cannot be waived) or extend
the time provided for their satisfaction. Any such waiver or extension will
not affect Placees' commitments as set out in this Announcement.
None of the Joint Bookrunners nor any of their respective Affiliates or their
respective Representatives shall have any liability or responsibility to any
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision the Joint Bookrunners or another person
may make as to whether or not to waive or to extend the time and/or date for
the satisfaction of any Condition nor for any decision the Joint Bookrunners
may make as to the satisfaction of any Condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of the Joint Bookrunners. Placees
will have no rights against any Joint Bookrunner, the Company or any of their
respective Affiliates or agents under the Placing Agreement pursuant to the
Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.
By participating in the Bookbuild, each Placee agrees that its rights and
obligations hereunder terminate only in the circumstances described above and
under "Termination of the Placing Agreement" below, and will not be capable of
rescission or termination by the Placee.
Termination of the Placing Agreement
Either of the Joint Bookrunners, in its absolute discretion acting in good
faith, may prior to First Admission terminate the Placing Agreement or at any
time after First Admission but before Second Admission terminate the Placing
Agreement in so far as it relates to the Conditional Placing, in each case in
accordance with its terms in the event that certain circumstances, including,
among other things:
(a) any statement contained in any of the Placing Documents or
REX Retail Offer Documents has, in the opinion of a Bookrunner (acting in
good faith) become untrue, inaccurate or misleading in any respect, or any
matter has arisen which would, if such document had been issued at that time,
constitute an omission from such document;
(b) any of the First Admission Conditions or Second Admission
Conditions (as relevant) has become incapable of satisfaction or has not been
satisfied or waived before the latest time provided the Placing Agreement;
(c) there has been a breach by the Company of any of its
obligations under the Placing Agreement which, in the opinion of a Bookrunner
(acting in good faith), is material ;
(d) in the opinion of a Bookrunner (acting in good faith) there
has been a breach or an alleged breach by the Company of any of the warranties
in the Placing Agreement;
(e) upon the occurrence of certain force majeure events; or
(f) if either of the Company's applications for Admission is
withdrawn or refused by the London Stock Exchange or, in the opinion of the
Joint Bookrunners (acting in good faith), will not be granted.
In certain circumstances, where one Bookrunner terminates the Placing
Agreement, the other Joint Bookrunner may elect to allow the Placing to
proceed and shall assume all obligations of the terminating Joint Bookrunner
which remain to be performed. In such circumstances, the Placing Agreement
will only terminate insofar as it relates to that Joint Bookrunner and the
Placees' obligations in respect of the Placing will not terminate.
If the Placing Agreement is terminated by both Joint Bookrunners in accordance
with its terms, if such termination is prior to First Admission or in respect
of the Conditional Placing if such termination is after First Admission but
prior to Second Admission, the rights and obligations of each Placee in
respect of the Placing shall cease and terminate at such time and no claim may
be made by any Placee in respect thereof.
By participating in the Placing, each Placee agrees with the Company and each
Joint Bookrunner that the exercise or non-exercise by the Joint Bookrunners of
any right of termination or other right or other discretion under the Placing
Agreement shall be within the absolute discretion of the relevant Joint
Bookrunner or for agreement between the Company and the relevant Joint
Bookrunner (as the case may be) and that neither the Company nor any Joint
Bookrunner need make any reference to, or consult with, Placees and that none
of the Company, any Joint Bookrunner nor any of their respective Affiliates or
its or their respective Representatives shall have any liability to Placees
whatsoever in connection with any such exercise or failure to so exercise or
otherwise.
The placing of the Firm Placing Shares and First Admission is not conditional
on the issue of the Conditional Placing Shares or Second Admission.
Consequently if, following the issue of and admission to trading on AIM of the
Firm Placing Shares, the conditions relating to the issue of the Conditional
Placing Shares are not satisfied, or the Placing Agreement is terminated in
accordance with its terms in so far as it relates to the Conditional Placing,
the Conditional Placing Shares will not be issued and the Company will not
receive the related placing monies in respect of such Conditional Placing
Shares.
No prospectus
No prospectus, offering memorandum, offering document or admission document
has been or will be prepared or submitted to be approved by the FCA (or any
other authority) in relation to the Placing or Admission and no such
prospectus is required (in accordance with the UK Prospectus Regulation or
otherwise) to be published in the United Kingdom.
Placees' commitments will be made solely on the basis of the information
contained in this Announcement and any Exchange Information (as defined below)
and subject to the further terms set forth in the electronic contract note
and/or electronic trade confirmation to be provided to individual Placees.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement and the Exchange Information previously and
simultaneously released by or on behalf of the Company is exclusively the
responsibility of the Company and has not been independently verified by any
Joint Bookrunner. Each Placee, by accepting a participation in the Placing,
further confirms to the Company and each Joint Bookrunner that it has neither
received nor relied on any other information, representation, warranty or
statement made by or on behalf of the Company (other than publicly available
information) or any Joint Bookrunner or their respective Affiliates or any
other person and none of the Company, the Joint Bookrunners nor any of their
respective Affiliates or its or their respective Representatives nor any other
person will be liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or statement which
the Placees may have obtained or received (regardless of whether or not such
information, representation, warranty or statement was given or made by or on
behalf of any such persons). By participating in the Placing, each Placee
acknowledges 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. Nothing in this paragraph shall exclude or limit
the liability of any person for fraudulent misrepresentation by that person.
Lock-up
The Company has undertaken to the Bookrunners that, between the date of the
Placing Agreement and the date which is 180 calendar days after the date of
First Admission, it will not, without the prior written consent of the Joint
Bookrunners (not to be unreasonably withheld or delayed) enter into certain
transactions involving or relating to the Shares, subject to certain customary
carve-outs agreed between the Joint Bookrunners and the Company.
By participating in the Placing, Placees agree that the exercise by the Joint
Bookrunners of any power to grant consent to waive the aforementioned
undertaking by the Company shall be within the absolute discretion of the
Joint Bookrunners and that it need not make any reference to, or consult with,
Placees and that it shall have no liability to Placees whatsoever in
connection with any such exercise of the power to grant (or not to grant)
consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB00B18S7B29)
following each of First and Second Admission will take place within the CREST
system, subject to certain exceptions. The Company and the Joint Bookrunners
reserve the right to require settlement for, and delivery of, the Placing
Shares (or any part thereof) to Placees by such other means that they deem
necessary, including in certificated form, if delivery or settlement is not
possible or practicable within the CREST system within the timetable set out
in this Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with the standing CREST or
certificated settlement instructions that it has in place with the relevant
Joint Bookrunner or as otherwise as such Joint Bookrunner may direct.
The Company will deliver the Placing Shares to a CREST account operated by
each Joint Bookrunner as agent for and on behalf of the Company and each Joint
Bookrunner will enter its delivery (DEL) instruction into the CREST system.
Each Joint Bookrunner or its agent will hold any Placing Shares delivered to
this account as nominee for the Placees procured by it. The input to CREST by
a Placee of a matching or acceptance instruction will then allow delivery of
the relevant Placing Shares to that Placee against payment.
It is expected that settlement of the Firm Placing Shares will be on or
around 13 June 2024 and on a delivery versus payment basis in accordance
with the instructions given to each Joint Bookrunner.
It is expected that settlement of the Conditional Placing Shares will be on
or around1 July 2024 and on a delivery versus payment basis in accordance with
the instructions given to each Joint Bookrunner.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of two percentage points above
SONIA as determined by the Joint Bookrunners.
Each Placee agrees that, if it does not comply with these obligations, the
relevant Placee shall be deemed hereby to have irrevocably and unconditionally
appointed the Joint Bookrunners, or any nominee of the Joint Bookrunners as
its agents to (if the Joint Bookrunners so decide, acting at their sole
discretion) use their reasonable endeavours to sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain from the
proceeds an amount equal to the aggregate amount owed by the Placee plus any
interest due thereon. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and shall be required to bear
any stamp duty, stamp duty reserve tax or other stamp, securities, transfer,
registration, execution, documentary or other similar impost, duty or tax
(together with any interest, fines or penalties) which may arise upon the sale
of such Placing Shares on such Placee's behalf. By communicating a bid for
Placing Shares, each Placee confers on the Joint Bookrunners all such
authorities and powers necessary to carry out any such transaction and agrees
to ratify and confirm all actions which the Joint Bookrunners lawfully take on
such Placee's behalf. Each Placee agrees that each Joint Bookrunner's rights
and benefits under this paragraph may be assigned in that Joint Bookrunner's
discretion.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that, upon receipt, the electronic contract note and/or
electronic trade confirmation is copied and delivered immediately to the
relevant person within that organisation. Insofar as Placing Shares are
registered in a Placee's name or that of its nominee or in the name of any
person for whom a Placee is contracting as agent or that of a nominee for such
person, such Placing Shares should, subject as provided below, be so
registered free from any liability to UK stamp duty or UK stamp duty reserve
tax. If there are any circumstances in which any other stamp duty or stamp
duty reserve tax (and/or any interest, fines or penalties relating thereto) is
payable in respect of the allocation, allotment, issue or delivery of the
Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp
duty reserve tax is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), no Joint Bookrunner nor the Company
shall be responsible for the payment thereof.
Representations, warranties, etc.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (for itself and for any person on behalf of which it is
acting) with each Joint Bookrunner (in its capacity as bookrunner (in the case
of the Joint Bookrunners only) and as placing agent of the Company in respect
of the Placing) and the Company, in each case as a fundamental term of its
application for Placing Shares, that:
1. it has read and understood this Announcement,
including this Appendix, in its entirety and that its participation in the
Bookbuild and the Placing and its subscription for Placing Shares is subject
to and based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and other
information contained herein and undertakes not to redistribute or duplicate
this Announcement 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 Bookbuild, the Placing,
the Company, the Placing Shares or otherwise;
2. no offering document, prospectus, offering
memorandum or admission document has been or will be prepared in connection
with the Placing or is required under the EU Prospectus Regulation or the UK
Prospectus Regulation and it has not received and will not receive a
prospectus, offering memorandum, admission document or other offering document
in connection with the Bookbuild, the Placing, Admission or the Placing
Shares;
3. (i) it has made its own assessment of the Company,
the Placing Shares and the terms of the Placing based on this Announcement
(including this Appendix) and any information publicly announced to a
Regulatory Information Service by or on behalf of the Company on or prior to
the date of this Announcement; (ii) the 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 UK Market Abuse Regulation and
rules and regulations of the London Stock Exchange (including the AIM Rules)
(collectively and together with the information referred to in (i) above, the
"Exchange Information") which includes a description of the Company's business
and the Company's most recent balance sheet and profit and loss account, and
similar statements for preceding financial years, and that it has reviewed
such Exchange Information and that it is able to obtain or access such
information, or comparable information concerning any other publicly traded
company, in each case without undue difficulty; and (iii) it has had access to
such financial and other information concerning the Company, the Placing and
the Placing Shares as it has deemed necessary in connection with its own
investment decision to subscribe for any of the Placing Shares and has
satisfied itself that the information is still current and has relied on that
investigation for the purposes of its decision to participate in the Placing;
4. it is bound by the terms of the Articles of
Association of the Company;
5. none of the Joint Bookrunners nor the Company nor
any of their respective Affiliates or its or their respective Representatives
nor any person acting on behalf of any of them has provided, and none of them
will provide, it with any material or information regarding the Placing
Shares, the Bookbuild, the Placing or the Company or any other person other
than this Announcement, nor has it requested any of the Joint Bookrunners, the
Company, any of their respective Affiliates or its or their respective
Representatives or any person acting on behalf of any of them to provide it
with any such material or information;
6. unless otherwise specifically agreed with the Joint
Bookrunners, it and any person on behalf of which it is participating is not,
and at the time the Placing Shares are subscribed for, neither it nor the
beneficial owner of the Placing Shares will be, a resident of a Restricted
Jurisdiction or any other jurisdiction in which it is unlawful to make or
accept an offer to acquire the Placing Shares;
7. the Placing Shares have not been and will not be
registered or otherwise qualified for offer and sale, nor will an offering
document, prospectus, offering memorandum or admission document be cleared or
approved in respect of any of the Placing Shares under the securities
legislation of the United States or any other Restricted Jurisdiction and,
subject to certain exceptions, may not be offered, sold, transferred,
delivered or distributed, directly or indirectly, in or into those
jurisdictions or in any country or jurisdiction where any such action for that
purpose is required;
8. the content of this Announcement has been prepared
by and is exclusively the responsibility of the Company and that no Joint
Bookrunner nor any of its Affiliates or its or their respective
Representatives nor any person acting on behalf of any of them has made any
representations to it, express or implied, with respect to the Company, the
Bookbuild, the Placing and the Placing Shares or the truth, accuracy,
completeness or adequacy of this Announcement or the Exchange Information, nor
has or shall have any responsibility or liability for any information,
representation or statement contained in this Announcement or any information
previously or simultaneously published by or on behalf of the Company,
including, without limitation, any Exchange Information, and will not be
liable for any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this Announcement or any
information previously or simultaneously published by or on behalf of the
Company or otherwise. Nothing in this paragraph or otherwise in this
Announcement excludes the liability of any person for fraudulent
misrepresentation made by that person;
9. the only information on which it is entitled to
rely and on which such Placee has relied in committing itself to subscribe for
the Placing Shares is contained in this Announcement and any Exchange
Information, that it has received and reviewed all information that it
believes is necessary or appropriate to make an investment decision in respect
of the Placing Shares, and that it has neither received nor relied on any
other information given or investigations, representations, warranties or
statements made by any Joint Bookrunner or the Company or any of their
respective Affiliates or its or their respective Representatives or any person
acting on behalf of any of them and no Joint Bookrunner nor the Company nor
any of their respective Affiliates or its or their respective Representatives
will be liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information, representation,
warranty or statement;
10. it has relied on its own investigation, examination and
due diligence of the business, financial or other position of the Company in
deciding to participate in the Placing;
11. it has not relied on any information relating to the
Company contained in any research reports prepared by any Joint Bookrunner,
any of its Affiliates or any person acting on its or their behalf and
understands that: (i) no Joint Bookrunner nor any of its Affiliates nor any
person acting on its or their behalf has or shall have any responsibility or
liability for: (x) public information or any representation; or (y) any
additional information that has otherwise been made available to such Placee,
whether at the date of publication, the date of this Announcement or
otherwise; and (ii) no Joint Bookrunner nor any of its Affiliates nor any
person acting on its or their behalf makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of such
information, whether at the date of publication, the date of this Announcement
or otherwise;
12. (i) the allocation, allotment, issue and delivery to it,
or the person specified by it for registration as holder of Placing Shares
will not give rise to a liability under any of sections 67, 70, 93 or 96 of
the Finance Act 1986 (depositary receipts and clearance services); (ii) it is
not participating in the Placing as nominee or agent for any person to whom
the allocation, allotment, issue or delivery of the Placing Shares would give
rise to such a liability; and (iii) the Placing Shares are not being acquired
in connection with arrangements to issue depositary receipts or to issue or
transfer Placing Shares into a clearance service;
13. that no action has been or will be taken by the Company,
any Joint Bookrunner or any person acting on behalf of the Company or any
Joint Bookrunner that would, or is intended to, permit a public offer of the
Placing Shares in the United States or in any country or jurisdiction where
any action for that purpose is required;
14. (i) it (and any person acting on its behalf) is entitled
to subscribe for the Placing Shares under the laws of all relevant
jurisdictions which apply to it; (ii) it has paid or will pay any issue,
transfer or other taxes due in connection with its participation in any
territory; (iii) it has fully observed such laws and obtained all such
governmental and other guarantees, permits, authorisations, approvals and
consents which may be required thereunder and complied with all necessary
formalities; (iv) it has not taken any action or omitted to take any action
which will or may result in any Joint Bookrunner, the Company or any of their
respective Affiliates or its or their respective Representatives acting in
breach of the legal or regulatory requirements of any jurisdiction in
connection with the Placing; and (v) the subscription for the Placing Shares
by it or any person acting on its behalf will be in compliance with applicable
laws and regulations in the jurisdiction of its residence, the residence of
the Company, or otherwise;
15. it (and any person acting on its behalf) has all
necessary capacity and has obtained all necessary consents and authorities to
enable it to commit to its participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in the case of
any person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this Announcement)
and will honour such obligations;
16. it has complied with its obligations under the Criminal
Justice Act 1993, the UK Market Abuse Regulation, any delegating acts,
implementing acts, technical standards and guidelines, and in connection with
money laundering and terrorist financing under the Proceeds of Crime Act 2002,
the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the
Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017 and the Money Laundering
Sourcebook of the FCA and any related or similar rules, regulations or
guidelines issued, administered or enforced by any government agency having
jurisdiction in respect thereof (together the "Regulations") and, if making
payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations. If within a reasonable time after a request for
verification of identity the relevant Joint Bookrunner has not received such
satisfactory evidence, such Joint Bookrunner may, in its absolute discretion,
terminate the Placee's Placing participation in which event all funds
delivered by the Placee to such Joint Bookrunner will be returned (at the
Placee's risk) without interest to the account of the drawee bank or CREST
account from which they were originally debited;
17. it is acting as principal only in respect of the Placing
or, if it is acting for any other person: (i) it is duly authorised to do so
and has full power to make, and does make, the acknowledgments, undertakings,
representations and agreements and give the indemnities herein on behalf of
each such person; and (ii) it is and will remain liable to each Joint
Bookrunner and the Company for the performance of all its obligations as a
Placee in respect of the Placing (regardless of the fact that it is acting for
another person). Each Placee agrees that the provisions of this paragraph
shall survive the resale of the Placing Shares by or on behalf of any person
for whom it is acting;
18. it is a Relevant Person and undertakes that it will (as
principal or agent) subscribe for, hold, manage and (if applicable) dispose of
any Placing Shares that are allocated to it for the purposes of its business
only;
19. it understands that 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, and further
understands that this Announcement must not be acted on or relied on by
persons who are not Relevant Persons;
20. if it is in a member state of the EEA, it is a Qualified
Investor;
21. if it is in the United Kingdom, it is a UK Qualified
Investor;
22. in the case of any Placing Shares subscribed for by it
as a financial intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation or the UK Prospectus Regulation (as applicable): (i) the
Placing Shares subscribed for by it in the Placing will not be subscribed for
on a non-discretionary basis on behalf of, nor will they be subscribed for
with a view to their offer or resale to persons in a member state of the EEA
other than Qualified Investors, or persons in the United Kingdom other than UK
Qualified Investors or in circumstances in which the prior consent of the
Joint Bookrunners has been given to each such proposed offer or resale; or
(ii) where the Placing Shares have been subscribed for by it on behalf of
persons in any member state of the EEA other than Qualified Investors, or in
the United Kingdom other than UK Qualified Investors, the offer of those
Placing Shares to it is not treated under the EU Prospectus Regulation or the
UK Prospectus Regulation (as applicable) as having been made to such persons;
23. it understands, and each account it represents has been
advised that: (i) the Placing Shares have not been and will not be registered
under the Securities Act or under the applicable securities laws of any state
or other jurisdiction of the United States; and (ii) no representation has
been made as to the availability of any exemption under the Securities Act or
any relevant state or other jurisdiction's securities laws for the reoffer,
resale, pledge or transfer of the Placing Shares;
24. the Placing Shares are being offered and sold on behalf
of the Company outside the United States in offshore transactions (as defined
in Regulation S) pursuant to Regulation S under the Securities Act;
25. it and the prospective beneficial owner of the Placing
Shares is, and at the time the Placing Shares are subscribed for will be
outside the United States and subscribing for the Placing Shares in an
"offshore transaction" as defined in, and in accordance with, Regulation S
under the Securities Act;
26. it is acquiring the Placing Shares for investment
purposes and is not acquiring the Placing Shares with a view to, or for offer
and sale in connection with, any distribution thereof (within the meaning of
the Securities Act) that would be in violation of the securities laws of the
United States or any state thereof;
27. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other presentation or
other materials concerning the Placing (including electronic copies thereof),
in or into any Restricted Jurisdiction to any person and it has not
distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
28. where it is subscribing for the Placing Shares for one
or more managed accounts, it is authorised in writing by each managed account
to subscribe for the Placing Shares for each managed account and it has full
power to make, and does make, the acknowledgements, confirmations,
undertakings, representations, warranties and agreements and to give, and does
give, the indemnities herein on behalf of each such account;
29. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with applicable laws and
regulations;
30. it has not offered or sold and, prior to the expiry of a
period of six months from the later of First Admission and Second Admission,
will not offer or sell any Placing Shares to persons in the United Kingdom,
except to persons whose ordinary activities involve them acquiring, holding,
managing or disposing of investments (as principal or agent) for the purposes
of its 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;
31. any offer of Placing Shares may only be directed at
persons in member states of the EEA who are Qualified Investors and that it
has not offered or sold and will not offer or sell any Placing Shares to
persons in the EEA prior to Admission except to Qualified Investors or
otherwise in circumstances which have not resulted in and which will not
result in an offer to the public in any member state of the EEA within the
meaning of the EU Prospectus Regulation;
32. it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of section 21
of the FSMA) relating to the Placing Shares in circumstances in which section
21(1) of the FSMA does not require approval of the communication by an
authorised person;
33. it has complied and will comply with all applicable laws
(including, in the United Kingdom, all relevant provisions of the FSMA and the
Financial Services Act 2012) with respect to anything done by it in relation
to the Placing Shares;
34. if it has received any "inside information" as defined
in the UK Market Abuse Regulation about the Company in advance of the Placing,
it has not: (i) dealt in the securities of the Company; (ii) encouraged or
required another person to deal in the securities of the Company; or (iii)
disclosed such information to any person except as permitted by the UK Market
Abuse Regulation, prior to the information being made publicly available;
35. (i) it (and any person acting on its behalf) has the
funds available to pay for the Placing Shares it has agreed to subscribe for
and it (and any person acting on its behalf) will make payment for the Placing
Shares allocated to it in accordance with this Announcement on the due time
and date set out herein against delivery of such Placing Shares to it, failing
which the relevant Placing Shares may be placed with other persons or sold as
the Joint Bookrunners (or their assignee) may in its discretion determine and
without liability to such Placee. It will, however, remain liable for any
shortfall below the net proceeds of such sale and the placing proceeds of such
Placing Shares and may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest, fines or penalties) due pursuant to
the terms set out or referred to in this Announcement which may arise upon the
sale of such Placee's Placing Shares on its behalf;
36. its allocation (if any) of Placing Shares will represent
a maximum number of Placing Shares to which it will be entitled, and required,
to acquire, and that the Joint Bookrunners or the Company may call upon it to
acquire a lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
37. none of the Joint Bookrunners nor any of their
respective Affiliates or 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 or merits of any transactions it may
enter into in connection with the Placing and participation in the Placing is
on the basis that it is not and will not be a client of any Joint Bookrunner
and no Joint Bookrunner has any duties or responsibilities to it for providing
the protections afforded to its clients or customers or for providing advice
in relation to the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor for the
exercise or performance of any of any Joint Bookrunner's rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right;
38. the exercise by the Joint Bookrunners of any right or
discretion under the Placing Agreement shall be within the absolute discretion
of the Joint Bookrunners and the Joint Bookrunners need not have any reference
to any Placee and shall have no liability to any Placee whatsoever in
connection with any decision to exercise or not to exercise any such right and
each Placee agrees that it has no rights against any Joint Bookrunner, the
Company or any of their respective Affiliates under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or
otherwise;
39. the person whom it specifies for registration as holder
of the Placing Shares will be: (i) itself; or (ii) its nominee, as the case
may be. None of the Joint Bookrunners, the Company nor any of their respective
Affiliates will be responsible for any liability to stamp duty or stamp duty
reserve tax or other similar duties or taxes (together with any interest,
fines or penalties) resulting from a failure to observe this requirement. Each
Placee and any person acting on behalf of such Placee agrees to indemnify the
Company, each Joint Bookrunner and their respective Affiliates and its and
their respective Representatives in respect of the same on an after-tax basis
on the basis that the Placing Shares will be allotted to the CREST stock
account of the relevant Joint Bookrunner who will hold them as nominee on
behalf of such Placee until settlement in accordance with its standing
settlement instructions;
40. these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions (including any
non-contractual obligations arising out of or in connection with such
agreements) shall be governed by and construed in accordance with the laws of
England and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the obligation to
make payment for the Placing Shares (together with any interest chargeable
thereon) may be taken by any Joint Bookrunner or the Company 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;
41. each of the Company, each Joint Bookrunner and their
respective Affiliates, its and their respective Representatives and others
will rely upon the truth and accuracy of the representations, warranties,
agreements, undertakings and acknowledgements set forth herein and which are
given to each Joint Bookrunner on its own behalf and on behalf of the Company
and are irrevocable and it irrevocably authorises each Joint Bookrunner and
the Company to produce this Announcement, pursuant to, in connection with, or
as may be required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters set forth
herein;
42. it will indemnify on an after-tax-basis and hold the
Company, each Joint Bookrunner and their respective Affiliates and its and
their respective Representatives and any person acting on behalf of any of
them harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of, directly or indirectly, or
in connection with any breach by it of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and further
agrees that the provisions of this Appendix shall survive after completion of
the Placing;
43. it irrevocably appoints any director or authorised
signatory of any Joint Bookrunner as its agent for the purposes of executing
and delivering to the Company and/or its registrars any documents on its
behalf necessary to enable it to be registered as the holder of any of the
Placing Shares agreed to be taken up by it under the Placing;
44. its commitment to acquire Placing Shares on the terms
set out herein and in any contract note will continue notwithstanding any
amendment that may in future be made to the terms and conditions of the
Placing and that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or the Joint
Bookrunners' conduct of the Placing;
45. in making any decision to subscribe for the Placing
Shares: (i) it has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is required to
evaluate the merits and risks of subscribing for the Placing Shares; (ii) it
is experienced in investing in securities of a similar nature to the Shares
and in the sector in which the Company operates and is aware that it may be
required to bear, and is able to bear, the economic risk of participating in,
and is able to sustain a complete loss in connection with, the Placing and has
no need for liquidity with respect to its investment in the Placing Shares;
(iii) it has relied solely on its own investigation, examination, due
diligence and analysis of the Company and its Affiliates taken as a whole,
including the markets in which the Group operates, and the terms of the
Placing, including the merits and risks involved, and not upon any view
expressed or information provided by or on behalf of any Joint Bookrunner;
(iv) it has had sufficient time and access to information to consider and
conduct its own investigation with respect to the offer and purchase of the
Placing Shares, including the legal, regulatory, tax, business, currency and
other economic and financial considerations relevant to such investment and
has so conducted its own investigation to the extent it deems necessary to
enable it to make an informed and intelligent decision with respect to making
an investment in the Placing Shares; (v) it is aware and understands that an
investment in the Placing Share involves a considerable degree of risk; and
(vi) it will not look to any Joint Bookrunner, any of its Affiliates or its or
their respective Representatives or any person acting behalf of any of them
for all or part of any such loss or losses it or they may suffer;
46. neither the Company nor any Joint Bookrunner owes any
fiduciary or other duties to it or any Placee in respect of any
representations, warranties, undertakings or indemnities in the Placing
Agreement or these terms and conditions;
47. in connection with the Placing, each Joint Bookrunner
and any of its Affiliates acting as an investor for its own account may take
up shares in the Company and in that capacity may retain, purchase or sell for
its own account such shares in the Company and any securities of the Company
or related investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing. Accordingly,
references in this Announcement to Placing Shares being issued, offered or
placed should be read as including any issue, offering or placement of such
shares in the Company to any Joint Bookrunner or any of its Affiliates acting
in such capacity. In addition, any Joint Bookrunner or any of its Affiliates
may enter into financing arrangements and swaps with investors in connection
with which such Joint Bookrunner or any of its Affiliates may from time to
time acquire, hold or dispose of such securities of the Company, including the
Placing Shares. None of the Joint Bookrunners nor any of their respective
Affiliates intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligation to do so; and
48. a communication that the Placing or the book is
"covered" (i.e. indicated demand from investors in the book equals or exceeds
the amount of the securities being offered) is not any indication or assurance
that the book will remain covered or that the Placing and securities will be
fully distributed by the Joint Bookrunners. Each Joint Bookrunner reserves the
right to take up a portion of the securities in the Placing as a principal
position at any stage at its sole discretion, among other things, to take
account of the Company's objectives, UK MiFID II requirements and/or its
allocation policies.
The foregoing acknowledgements, confirmations, undertakings, representations,
warranties and agreements are given for the benefit of each of the Company and
each Joint Bookrunner (for their own benefit and, where relevant, the benefit
of their respective Affiliates and/or Representatives (as applicable) and any
person acting on their behalf) and are irrevocable.
Miscellaneous
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as nominee or agent) free of UK stamp duty and UK
stamp duty reserve tax relates only to their allotment and issue to Placees,
or such persons as they nominate as their agents, direct from the Company for
the Placing Shares in question. Neither the Company nor any Joint Bookrunner
will be responsible for any UK stamp duty or UK stamp duty reserve tax
(including any interest, fines and penalties relating thereto) arising in
relation to the Placing Shares in any other circumstances.
Such agreement is subject to the representations, warranties and further terms
above and also assumes, and is based on a warranty from each Placee, that the
Placing Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into a
clearance service. Neither the Company nor any Joint Bookrunner is liable to
bear any stamp duty or stamp duty reserve tax or any other similar duties or
taxes (including, without limitation, other stamp, issue, securities,
transfer, registration, capital, or documentary duties or taxes) ("transfer
taxes") that arise: (i) if there are any such arrangements (or if any such
arrangements arise subsequent to the acquisition by Placees of Placing
Shares); or (ii) on a sale of Placing Shares; or (iii) otherwise than under
the laws of the United Kingdom. Each Placee to whom (or on behalf of whom, or
in respect of the person for whom it is participating in the Placing as an
agent or nominee) the allocation, allotment, issue or delivery of Placing
Shares has given rise to such transfer taxes undertakes to pay such transfer
taxes forthwith, and agrees to indemnify on an after-tax basis and hold each
Joint Bookrunner and/or the Company and their respective Affiliates (as the
case may be) harmless from any such transfer taxes, and all interest, fines or
penalties in relation to such transfer taxes. Each Placee should, therefore,
take its own advice as to whether any such transfer tax liability arises.
In this Announcement, "after-tax basis" means in relation to any payment made
to the Company, each Joint Bookrunner or their respective Affiliates or its or
their respective Representatives pursuant to this Announcement where the
payment (or any part thereof) is chargeable to any tax, a basis such that the
amount so payable shall be increased so as to ensure that after taking into
account any tax chargeable (or which would be chargeable but for the
availability of any relief unrelated to the loss, damage, cost, charge,
expense or liability against which the indemnity is given on such amount
(including on the increased amount)) there shall remain a sum equal to the
amount that would otherwise have been so payable.
Each Placee, and any person acting on behalf of each Placee, acknowledges and
agrees that each Joint Bookrunner and/or any of its Affiliates may, at their
absolute discretion, agree to become a Placee in respect of some or all of the
Placing Shares. Each Placee acknowledges and is aware that each Joint
Bookrunner is receiving a fee and a commission in connection with its role in
respect of the Placing as detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with any of
the Joint Bookrunners any money held in an account with such Joint Bookrunner
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 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 the relevant Joint
Bookrunner's money in accordance with the client money rules and will be used
by the relevant Joint Bookrunner in the course of its own business; and the
Placee will rank only as a general creditor of that Joint Bookrunner.
Time is of the essence as regards each Placee's obligations under this
Appendix.
Any document that is to be sent to it in connection with the Placing will be
sent at its risk and may be sent to it at any address provided by it to any
Joint Bookrunner.
The rights and remedies of each Joint Bookrunner, its agent and the Company
under the terms and conditions set out in this Appendix are in addition to any
rights and remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise of others.
Each Placee may be asked to disclose, in writing or orally to each Joint
Bookrunner: (i) if they are an individual, their nationality; or (ii) if they
are a discretionary fund manager, the jurisdiction in which the funds are
managed or owned.
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.
All times and dates in this Announcement may be subject to amendment. The
Joint Bookrunners shall notify the Placees and any person acting on behalf of
the Placees of any changes.
APPENDIX II - DEFINITIONS
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"Act" means the Companies Act 2006 (as amended)
"Admission" means First Admission and Second Admission
"Affiliate" has the meaning given in Rule 501(b) of Regulation D under the Securities Act
or Rule 405 under the Securities Act, as applicable and, in the case of the
Company, includes its subsidiary undertakings
"AIM" means the market of that name operated by the London Stock Exchange
"AIM Rules" means the AIM Rules for Companies published by the London Stock Exchange from
time to time
"AIM Rules for Companies" means the rules of AIM as set out in the publication entitled "AIM Rules for
Companies" published by the London Stock Exchange from time to time
"AIM Rules for Nominated Advisers" means the rules of AIM as set out in the publication entitled "AIM Rules for
Nominated Advisers" published by the London Stock Exchange from time to time
"Announcement" means this announcement including its Appendices
"Bookbuild" means the bookbuilding process to be commenced by the Joint Bookrunners
immediately following release of this Announcement to use its reasonable
endeavours to procure Placees for the Placing Shares, as described in this
Announcement and subject to the terms and conditions set out in this
Announcement and the Placing Agreement
"certificated" or "in certificated form" means an Ordinary Share or other security recorded on a company's share
register as being held in certificated form (that is not in CREST)
"Circular" means the circular to be posted to Shareholders shortly in relation to the
Proposed Fundraising and incorporating the Notice of General Meeting
"Closing Date" means the day on which the transactions effected in connection with the
Placing will be settled
"Company" or "AFC Energy" means AFC Energy plc, a company incorporated in England and Wales under the
Companies Act 1985 with registered number 05668788
"Conditional Placees" means the investors procured by the Joint Bookrunners to subscribe for
Conditional Placing Shares
"Conditional Placing" means the placing of the Conditional Placing Shares at the Issue Price with
the Conditional Placees pursuant to the terms set out in the Placing Agreement
and in accordance with the placing terms set out in Appendix I
"Conditional Placing Shares" means the New Ordinary Shares expected to be issued and allotted to
Conditional Placees, subject to the passing of the Fundraising Resolutions at
the General Meeting, pursuant to the Conditional Placing;
"Conditions" has the meaning given to it in Appendix I to this Announcement
"CREST" means the relevant system (as defined in the Uncertificated Securities
Regulations 2001 (SI 2001 No. 3755) (as amended)) for the paperless settlement
of share transfers and the holding of uncertificated shares operated by
Euroclear
"CREST Regulations" means the Uncertificated Securities Regulations 2001 (SI 2001/3755) as amended
"Directors" means the current directors of the Company
"EEA" means the European Economic Area
"EU" means the European Union
"EU Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended)
"Euroclear" means Euroclear UK & International Limited, a company incorporated under
the laws of England and Wales
"EUWA" means the European Union (Withdrawal) Act 2018 (as amended)
"Exchange Information" has the meaning given to it in Appendix I to this Announcement
"Existing Ordinary Shares" means the Ordinary Shares in issue immediately prior to the Proposed
Fundraising, all of which are admitted to trading on AIM
"FCA" means the Financial Conduct Authority of the UK
"Firm Placees" means the investors procured by the Joint Bookrunners to subscribe for Firm
Placing Shares
"Firm Placing" means the placing of the Firm Placing Shares at the Issue Price with the Firm
Placees pursuant to the terms set out in the Placing Agreement and in
accordance with the placing terms set out in Appendix I
"Firm Placing Shares" means the New Ordinary Shares to be issued and allotted to Firm Placees
pursuant to the Firm Placing
"First Admission" means admission of the Firm Placing Shares and Subscription Shares to trading
on AIM becoming effective in accordance with Rule 6 of the AIM Rules
"Form of Proxy" means the form of proxy for use by Shareholders in relation to the General
Meeting, either online or a hard copy requested from Neville Registrars
"FSMA" means the Financial Services and Markets Act 2000 (as amended)
"Fundraising" or "Proposed Fundraising" means, together, the Placing, the Subscription and the REX Retail Offer
"Fundraising Resolutions" means the resolutions to be put to shareholders at the General Meeting and set
out in the notice to the General Meeting, required to authorise the allotment
and issue of the Conditional Placing Shares and the REX Retail Offer Shares
and to disapply pre-emption rights in respect of those shares
"General Meeting" means the general meeting of the Company convened for 11.00 a.m. on 28 June
2024 (or any adjournment thereof) at which the Resolutions will be proposed,
"Group" means the Company and each of its subsidiary undertakings
"Intermediaries" means any intermediary financial institution that is appointed by the Company
in connection with the REX Retail Offer pursuant to an Intermediary Agreements
and "Intermediary" shall mean any one of them
"Intermediary Agreements" means (a) the Master Intermediary Agreements and (b) the agreement(s) (if any)
between an Intermediary, the Company and Peel Hunt relating to the REX Retail
Offer, setting out the terms and conditions of the REX Retail Offer, and (c)
the form of subscription by the relevant Intermediary under the REX Retail
Offer
"ISIN" means the International Securities Identification Number
"Issue Price" means 15 pence per New Ordinary Share
"Joint Bookrunners" means, together Peel Hunt and Zeus
"London Stock Exchange" means London Stock Exchange plc
"Master Intermediary Agreements" means the master intermediary agreements between Peel Hunt and certain
Intermediaries
"Material Adverse Change" has the meaning given to such term in the Placing Agreement
"New Ordinary Shares" means the Placing Shares, the Subscription Shares and the REX Retail Offer
Shares
"Notice of General Meeting" means the notice of the General Meeting which will be set out in the Circular
"Order" means the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended)
"Ordinary Shares" means ordinary shares of 0.1 pence each in the capital of the Company
"Overseas Shareholders" means Shareholders with registered addresses outside the UK or who are
citizens of, incorporated in, registered in or otherwise resident in,
countries outside the UK
"Peel Hunt" means Peel Hunt LLP, nominated adviser to the Company and joint bookrunner to
the Company in respect of the Placing
"Placee" means any person (including individuals, funds or otherwise) by whom or on
whose behalf a commitment to acquire Placing Shares is given
"Placing" means together, the Firm Placing and the Conditional Placing by the Joint
Bookrunners on behalf of the Company at the Issue Price pursuant to the terms
of the Placing Agreement
"Placing Agreement" means the agreement dated 10 June 2024 between the Company and the Joint
Bookrunners relating to the Placing
"Placing Results Announcement" has the meaning given to it in Appendix I to this Announcement
"Placing Shares" means, together the Firm Placing Shares and the Conditional Placing Shares
"Placing Terms" has the meaning given to it in Appendix I to this Announcement
"Qualified Investors" mean persons who are qualified investors within the meaning of Article 2(e) of
the EU Prospectus Regulation
"Qualifying Shareholders" means the shareholders at the Record Date other than Overseas Shareholders
"Record Date" 6:00 p.m. on 10 June 2024
"Regulation S" means Regulation S promulgated under the Securities Act
"Regulatory Information Service" or "RIS" means any of the services set out in the AIM Rules
"Relevant Persons" means: (i) Qualified Investors; (ii) UK Qualified Investors; or (iii) persons
to whom this Announcement may otherwise be lawfully communicated
"Representative" has the meaning given to it in Appendix I to this Announcement
"Restricted Jurisdictions" means each and any of the United States, Australia, Canada, Japan, Russia and
the Republic of South Africa
"REX Retail Offer" means the conditional offer of the REX Retail Offer Shares to be made to
existing retail investors by the Company through intermediaries using the REX
platform and on the basis of the terms and conditions to be set out in the REX
Retail Offer Announcement and Intermediary Agreements
"REX Retail Offer Announcement" means the announcement expected to be released immediately after this
Announcement giving details, among other things, of the REX Retail Offer
"REX Retail Offer Documents" means the engagement letter entered into by the Company and Peel Hunt relating
to the REX Retail Offer and the Intermediary Agreements
"REX Retail Offer Shares" means the New Ordinary Shares to be made available under the REX Retail Offer
"Second Admission" means admission of the Conditional Placing Shares and the REX Retail Offer
Shares to trading on AIM becoming effective in accordance with Rule 6 of the
AIM Rules
"Securities Act" means the U.S. Securities Act of 1933 (as amended)
"Shareholder" means the holders of Ordinary Shares at the relevant time (as the context
requires)
"Subscription" means the subscription by certain Directors of the Company for the
Subscription Shares
"Subscription Letters" means the subscription letters entered by those persons subscribing for New
Ordinary Shares in the Subscription
"Subscription Shares" means 666,666 New Ordinary Shares proposed to be issued pursuant to the
Subscription
"subsidiaries" or "subsidiary undertakings" each have the meaning given to that term in the Act
"UK Market Abuse Regulation" or "UK MAR" means Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue
of the EUWA
"UK MiFID II" means EU Directive 2014/65/EU as it forms part of UK domestic law by virtue of
the EUWA
"UK Prospectus Regulation" means the EU Prospectus Regulation as it forms part of UK domestic law by
virtue of the EUWA
"UK Qualified Investors" mean persons who are qualified investors within the meaning of Article 2(e) of
the UK Prospectus Regulation and who are: (i) persons who fall within the
definition of "investment professional" in Article 19(5) of the Order; or (ii)
persons who fall within Article 49(2)(a) to (d) ("High net worth companies,
unincorporated associations, etc.") of the Order
"uncertificated" or "in uncertificated form" means in respect of a share or other security, where that share or other
security is recorded on the relevant register of the share or security
concerned as being held in uncertificated form in CREST and title to which may
be transferred by means of CREST
"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland
"United States" or "US" means the United States of America, its territories and possessions, any state
of the United States of America, the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division thereof
"US Investor Letter" means the letter in the form provided by the Joint Bookrunners
"Zeus" means Zeus Capital Limited, joint bookrunner to the Company in respect of the
Placing
Unless otherwise indicated in this Announcement, all references to "£",
"GBP", "pounds", "pound sterling", "sterling", "p", "penny" or "pence" are to
the lawful currency of the United Kingdom.
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