REG - FRP Advisory Grp PLC - Proposed Secondary Placing & Lock-in Extension

Frp AdvisoryAnnouncement

23/05/2024 16:45

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RNS Number : 7245P  FRP Advisory Group PLC  23 May 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO
DO SO.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR
ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN FRP ADVISORY GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN
RESPECT OF FRP ADVISORY GROUP PLC. PLEASE SEE THE IMPORTANT NOTICE AT THE END
OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS
DISCLOSED IN ACCORDANCE WITH OBLIGATIONS UNDER ARTICLE 17 OF MAR. IN ADDITION,
MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN MATTERS
CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME
AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF
THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF
INSIDE INFORMATION.

23 May 2024

FRP ADVISORY GROUP PLC

("FRP", the "Group" or the "Company")

 

Proposed Secondary Placing and Lock-in Extension

FRP Advisory Group plc, a leading national specialist business advisory firm,
announces the proposed placing of not less than 20,365,453 existing ordinary
shares of £0.001 each in the Company ("Ordinary Shares") (the "Placing").

Cavendish Capital Markets Limited ("Cavendish" or the "Bookrunner") is acting
as sole bookrunner in relation to the Placing.

The Company has been notified by certain Directors and Partners of the Company
(together the "Selling Shareholders") of their intention to sell 20,365,453
existing Ordinary Shares (the "Placing Shares").

The Placing Shares represent approximately 23 per cent. of the aggregate
number of Ordinary Shares currently held by current Directors and Partners of
the Company.

The Placing will be effected by way of an accelerated bookbuild to
institutional investors which will be launched immediately following this
announcement (the "Bookbuild").  The timing of the closing of the Bookbuild,
the final number and allocation of Placing Shares and the price at which the
Placing Shares are to be placed (the "Placing Price") will be determined at
the discretion of the Company, the Selling Shareholders and Cavendish.

A further announcement noting the number of Placing Shares sold by, and
subsequent holdings of, the Selling Shareholders (some of whom are also
Directors or PDMRs of the Company) will be made following completion of the
Placing.

Lock-in Extension

Under a lock-in agreement entered into between the Company and Partner
shareholders at the time of the Company's IPO, Ordinary Shares held by
Partners immediately following the IPO were not permitted to be disposed of
until 6 March 2023, save in certain limited circumstances. The Company entered
into lock-in agreements, containing similar provisions, with the majority of
Partners who received awards of Ordinary Shares on joining FRP post-IPO. In
addition, in connection with the secondary placing of certain Directors' and
Partners' Ordinary Shares in June 2022, extended lock-in agreements were
(subject to certain limited exceptions) entered into between the Company and
the participating Directors and Partners which extended the lock-in period for
the significant majority of Partners to 15 June 2024.

In connection with the Placing, the Remuneration Committee of the Company has
given approval for the Selling Shareholders to participate in the Placing on
the basis that they enter into new lock-in agreements. The new lock-in
agreements provide that, the Selling Shareholders (including Geoff Rowley,
Chief Executive Officer and Jeremy French, Chief Operating Officer), are not
permitted to dispose of further Ordinary Shares on or before 31 July 2026,
save in certain limited circumstances (including with the consent of the
Company's Remuneration Committee). In respect of a single Selling Shareholder,
who is not party to an existing lock-in agreement, the Company has agreed to a
reduced lock-in period ending on 31 August 2024.

Following the Placing, the Company will continue to monitor the orderly
management of lock-in expiries combined with a continued focus on long-term
retention of significant equity stakes by new and existing Partners, so as to
align Partners' and wider shareholders' interests.

The person responsible for arranging the release of this announcement on
behalf of the Company is Gavin Jones, Chief Financial Officer of the Company.

Enquiries:

 

FRP Advisory Group plc

Geoff Rowley, CEO

Jeremy French, COO

Gavin Jones, CFO

Enquiries via MHP

 

Cavendish Capital Markets Limited (Nominated Adviser and Joint Broker)

Katy Birkin/Stephen Keys/George Lawson (Corporate Finance)

Tel: +44 (0) 207 220 0500

 

Investec Bank plc (Joint Broker)

Carlton Nelson / James Rudd (Corporate Broking)

Tel: +44 (0) 207 597 4000

 

MHP (Financial Public Relations)

Oliver Hughes

Charlie Barker

Catherine Chapman

Tel: +44 (0) 783 462 3818

FRP@mhpgroup.com (mailto:FRP@mhpgroup.com)

 

Notes to Editors

FRP is a leading national specialist business advisory firm established in
2010. It offers a range of advisory services to companies, lenders, investors
and other stakeholders, as well as individuals. These services include:

 

·    Restructuring advisory: corporate financial advisory, formal
insolvency appointments, informal restructuring advisory, personal insolvency
and general advice to all stakeholders.

·    Corporate finance: mergers & acquisitions (M&A), strategic
advisory and valuations, financial due diligence, capital raising, special
situations M&A and partial exits.

·    Debt advisory: raising and refinancing debt, debt amendments and
extensions, restructuring debt, asset based lending and corporate and
leveraged debt advisory.

·    Forensic services: forensic investigations, compliance and risk
advisory, dispute services and forensic technology.

·    Financial advisory: transaction services including financial due
diligence, lender services, financial modelling, valuations, pensions and
company-side advisory services.

 

 

Important Notice:

 

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY
ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC
AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E)
OF THE PROSPECTUS REGULATION 2017/1129 ("PROSPECTUS REGULATION"); AND (2) IN
THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS AS DEFINED WITHIN THE
PROSPECTUS REGULATION AS IT FORMS PART OF RETAINED UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 AND (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED)
(THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR
(III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE
LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND, (2) TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET
OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.

 

THE PLACING SHARES 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,
ABSENT REGISTRATION, MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES (AS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES LAWS OF ANY RELEVANT
STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC
OFFERING OF THE PLACING SHARES IN THE UNITED STATES OR ELSEWHERE.

 

THE PLACING SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US SECURITIES
AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY
AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES
PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY
OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE
IN THE UNITED STATES.

 

NO PROSPECTUS OR OFFERING DOCUMENT HAS BEEN OR WILL BE PREPARED IN CONNECTION
WITH THE PLACING. ANY INVESTMENT DECISION TO BUY SECURITIES IN THE PLACING
MUST BE MADE SOLELY ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION. SUCH
INFORMATION IS NOT THE RESPONSIBILITY OF AND HAS NOT BEEN INDEPENDENTLY
VERIFIED BY THE COMPANY, LINK MARKET SERVICES TRUSTEES LIMITED ("LINK"), THE
SELLING SHAREHOLDERS, CAVENDISH OR ANY OF THEIR RESPECTIVE AFFILIATES.

 

NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY BE TAKEN, TRANSMITTED OR
DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND
THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR
JAPAN. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION
OF US, AUSTRALIAN, CANADIAN, SOUTH AFRICAN OR JAPANESE SECURITIES LAWS.

 

THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFERING OR SALE OF THE PLACING
SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEEN
TAKEN BY THE COMPANY, LINK, THE SELLING SHAREHOLDERS, CAVENDISH OR ANY OF
THEIR RESPECTIVE AFFILIATES THAT WOULD, OR WHICH IS INTENDED TO, PERMIT A
PUBLIC OFFER OF THE PLACING SHARES IN ANY JURISDICTION, OR POSSESSION OR
DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL
RELATING TO THE PLACING SHARES, IN ANY JURISDICTION WHERE ACTION FOR THAT
PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE
REQUIRED BY THE COMPANY, LINK, THE SELLING SHAREHOLDERS AND CAVENDISH TO
INFORM THEMSELVES ABOUT AND TO OBSERVE ANY APPLICABLE RESTRICTIONS.

 

CAVENDISH, WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT
AUTHORITY IN THE UNITED KINGDOM, IS ACTING ONLY FOR LINK IN CONNECTION WITH
THE PLACING AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN LINK FOR
PROVIDING THE PROTECTIONS OFFERED TO THE CLIENTS OF CAVENDISH, NOR FOR
PROVIDING ADVICE IN RELATION TO THE PLACING OR ANY MATTERS REFERRED TO IN THIS
ANNOUNCEMENT, AND APART FROM THE RESPONSIBILITIES AND LIABILITIES (IF ANY)
IMPOSED ON CAVENDISH BY FSMA, ANY LIABILITY THEREFORE IS EXPRESSLY DISCLAIMED.
ANY OTHER PERSON IN RECEIPT OF THIS ANNOUNCEMENT SHOULD SEEK THEIR OWN
INDEPENDENT LEGAL, INVESTMENT AND TAX ADVICE AS THEY SEE FIT.

 

REFERENCES TO TIME IN THIS ANNOUNCEMENT ARE TO LONDON TIME, UNLESS OTHERWISE
STATED. ALL TIMES AND DATES IN THIS ANNOUNCEMENT MAY BE SUBJECT TO AMENDMENT.

 

CERTAIN STATEMENTS IN THIS ANNOUNCEMENT ARE FORWARD-LOOKING STATEMENTS. BY
THEIR NATURE, FORWARD-LOOKING STATEMENTS INVOLVE A NUMBER OF RISKS,
UNCERTAINTIES AND ASSUMPTIONS THAT COULD CAUSE ACTUAL RESULTS OR EVENTS TO
DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY THE FORWARD-LOOKING
STATEMENTS. THESE RISKS, UNCERTAINTIES AND ASSUMPTIONS COULD ADVERSELY AFFECT
THE OUTCOME AND FINANCIAL CONSEQUENCES OF THE PLANS AND EVENTS DESCRIBED
HEREIN. NO ONE UNDERTAKES ANY OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY
FORWARD-LOOKING STATEMENT, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
EVENTS OR OTHERWISE. READERS SHOULD NOT PLACE ANY UNDUE RELIANCE ON
FORWARD-LOOKING STATEMENTS WHICH SPEAK ONLY AS OF THE DATE OF THIS
ANNOUNCEMENT. STATEMENTS CONTAINED IN THIS ANNOUNCEMENT REGARDING PAST TRENDS
OR EVENTS SHOULD NOT BE TAKEN AS REPRESENTATION THAT SUCH TRENDS OR EVENTS
WILL CONTINUE IN THE FUTURE.

 

NEITHER THE CONTENT OF THE COMPANY'S WEBSITE NOR ANY WEBSITE ACCESSIBLE BY
HYPERLINKS ON THE COMPANY'S WEBSITE IS INCORPORATED IN, OR FORMS PART OF, THIS
ANNOUNCEMENT.

 

APPENDIX - TERMS AND CONDITIONS OF THE PLACING

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THESE
TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY
AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO
ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2 (E) OF THE REGULATION (EU)
2017/1129 (THE "EU PROSPECTUS REGULATION"), AND (B) IF IN THE UNITED KINGDOM,
PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE
UK VERSION OF THE REGULATION (EU) 2017/1129 AS IT FORMS PART OF DOMESTIC LAW
PURSUANT TO THE EUROPEAN UNION WITHDRAWAL ACT 2018 (THE "UK PROSPECTUS
REGULATION") AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "FPO") OR FALL WITHIN THE DEFINITION OF
"HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC." IN ARTICLE
49(2)(A) TO (D) OF THE FPO OR (C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED (EACH, A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT ON OR
RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS
ANNOUNCEMENT, INVESTORS REPRESENT AND AGREE THAT THEY ARE A RELEVANT PERSON.

THESE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO
ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO, RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH SUCH RELEVANT PERSONS.

(a)  Introduction

These terms and conditions apply to persons making an offer to acquire Placing
Shares under the Placing, unless otherwise specifically agreed. Each person to
whom these conditions apply, as described above, who confirms his agreement to
Cavendish Capital Markets Limited (and for the purposes of settling the
Placing, Cavendish Securities plc)("Cavendish" or the "Bookrunner" (as the
context requires)), whether orally or in writing, to acquire Placing Shares
under the Placing (an "Investor" or a "Placee") hereby agrees with Cavendish,
Link and the Selling Shareholders to be bound by these terms and conditions,
unless otherwise specifically agreed, being the terms and conditions upon
which Placing Shares will be sold under the Placing.

The Bookrunner reserves the right, by agreement with the Company and the
Selling Shareholders, to increase the size of the Placing to accommodate
additional demand.

(b)  Bookbuilding Process

Commencing today, the Bookrunner will be conducting an accelerated
bookbuilding process to determine demand for participation in the Placing by
Placees (the "Bookbuilding Process"). This announcement gives details of the
terms and conditions of, and the mechanics of participation in, the Placing.
No commissions will be paid by or to Placees in respect of any participation
in the Placing.

(c)  Participation in, and principal terms of, the Bookbuilding Process

Participation in the Placing is by invitation only and will only be available
to persons who may lawfully be, and are, invited to participate by the
Bookrunner.

The Bookbuilding Process will establish the number of Placing Shares to be
sold pursuant to the Placing at the Placing Price.

The book will open with immediate effect. The Bookbuilding Process is expected
to close no later than 23 May 2024, but may be closed at such earlier or later
time as the Bookrunner may, in its absolute discretion (after consultation
with the Company and Selling Shareholders), determine. A further announcement
will be made following the close of the Bookbuilding Process detailing the
number of Placing Shares to be acquired by the Placees at the Placing Price.

A bid in the Bookbuilding Process will be made on the terms and conditions in
this announcement and will be legally binding on the Placee on behalf of which
it is made and, except with the Bookrunner's consent, will not be capable of
variation or revocation after the close of the Bookbuilding Process.

A Placee who wishes to participate in the Bookbuilding Process should
communicate its bid by telephone to its usual sales contact at Cavendish. Each
bid should state the number of Placing Shares that the prospective Placee
wishes to acquire at the Placing Price. If successful, the Bookrunner will
re-contact and confirm orally to Placees following the close of the
Bookbuilding Process the size of their respective allocations and a trade
confirmation will be despatched as soon as possible thereafter. A Bookrunner
confirmation (either oral or written) of the size of allocations will
constitute an irrevocable legally binding agreement in favour of Link, the
Selling Shareholders and the Bookrunner (as applicable) pursuant to which each
such Placee will be required to accept the number of Placing Shares allocated
to the Placee at the Placing Price and otherwise on the terms and subject to
the conditions set out herein and in accordance with the Company's Articles of
Association. Each Placee's allocation and commitment will be evidenced by a
trade confirmation issued by the Bookrunner to such Placee. The terms of this
Appendix will be deemed incorporated in that trade confirmation.

The Bookrunner reserves the right to scale back the number of Placing Shares
to be acquired by any Placee in the event that the Placing is oversubscribed.
The Bookrunner also reserves the right not to accept offers to acquire Placing
Shares or to accept such offers in part rather than in whole. The acceptance
and, if applicable, scaling back of offers shall be at the absolute discretion
of the Bookrunner.

Each Placee's obligations will be owed to Link, the Selling Shareholders and
to the Bookrunner. Following the oral confirmation referred to above, each
Placee will also have an immediate, separate, irrevocable and binding
obligation, owed to Link, the Selling Shareholders and the Bookrunner, as
agent of Link and the Selling Shareholders, to pay to the Bookrunner (or as
the Bookrunner may direct) in cleared funds an amount equal to the product of
the Placing Price and the number of Placing Shares allocated to such Placee.

To the fullest extent permissible by law, neither the Bookrunner, any holding
company or subsidiary of the Bookrunner, any branch, affiliate or associated
undertaking of the Bookrunner or any such holding company or subsidiary, nor
any of their respective directors, officers, employees, agents or advisers
(each a "Bookrunner Affiliate") nor any person acting on their behalf shall
have any liability to Placees (or to any other person whether acting on behalf
of a Placee or otherwise). In particular, none of the Bookrunner, any
Bookrunner Affiliate nor any person acting on their behalf shall have any
liability (including, to the extent legally permissible, any fiduciary
duties), in respect of its conduct of the Bookbuilding Process or of such
alternative method of effecting the Placing as the Bookrunner may determine.

All obligations of the Bookrunner under the Placing will be subject to
fulfilment of the conditions referred to in this announcement.

(d)  No Prospectus

No offering document or prospectus has been or will be prepared in relation to
the Placing and no such prospectus is required (in accordance with the
Prospectus Regulation) to be published or submitted to be approved by the FCA
and Placees' commitments will be made solely on the basis of the information
contained in this announcement.

Each Placee, by accepting a participation in the Placing, agrees that the
content of this announcement is exclusively the responsibility of the Company
and confirms to the Bookrunner and the Company that it has neither received
nor relied on any information, representation, warranty or statement made by
or on behalf of the Bookrunner (other than the amount of the relevant Placing
participation in the oral confirmation given to Placees and the trade
confirmation referred to below), any Bookrunner Affiliate, any persons acting
on its or their behalf or the Company or any Company Affiliate and neither
the Bookrunner, any Bookrunner Affiliate, nor any persons acting on their
behalf, Link, the Selling Shareholders, the Company, any Company Affiliate nor
any persons acting on their behalf will be liable for the decision of any
Placee to participate in the Placing based on any other information,
representation, warranty or statement which the Placee may have obtained or
received (regardless of whether or not such information, representation,
warranty or statement was given or made by or on behalf of any such persons).
By participating in the Placing, each Placee acknowledges to and agrees with
the Bookrunner, for itself and as agent for the Company, Link and/or the
Selling Shareholders (as applicable) that (except for, in relation to the
Company, the information contained in this announcement) it has relied on its
own investigation of the business, financial or other position of the Company
in deciding whether to participate in the Placing. Nothing in this paragraph
shall exclude the liability of any person for fraudulent misrepresentation.

(e)  Registration and settlement

Settlement of transactions in the Placing Shares will take place within the
CREST system, using the delivery versus payment mechanism, subject to certain
exceptions. The Bookrunner reserves the right to require settlement for and
delivery of the Placing Shares to Placees by such other means as they may deem
necessary, including, without limitation, if delivery or settlement is not
possible or practicable within the CREST system within the timetable set out
in this announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.

The expected timetable for settlement will be as follows:

 Trade Date                                 24 May 2024
 Settlement Date                            3 June 2024
 ISIN Code                                  GB00BL9BW044
 SEDOL                                      BL9BW04
 Deadline for input instruction into CREST  24 May 2024

 

Each Placee allocated Placing Shares in the Placing will be sent a trade
confirmation stating the number of Placing Shares allocated to it, the Placing
Price, the aggregate amount owed by such Placee to the Bookrunner and
settlement instructions. Placees should settle against the CREST ID provided
to them by Cavendish. It is expected that such trade confirmation will be
despatched on the expected trade date shown above. Each Placee agrees that it
will do all things necessary to ensure that delivery and payment is completed
in accordance with either the standing CREST or certificated settlement
instructions which it has in place with Cavendish, as applicable.

It is expected that settlement will take place on the settlement date shown
above on a delivery versus payment basis in accordance with the instructions
set out in the trade confirmation unless otherwise notified by the Bookrunner.

Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above the base rate of HSBC Bank Plc.

Each Placee is deemed to agree that if it does not comply with these
obligations, the Bookrunner may sell any or all of the Placing Shares
allocated to the Placee on such Placee's behalf and retain from the proceeds,
for the Bookrunner's own account and profit, an amount equal to the aggregate
amount owed by the Placee plus any interest due. The Placee will, however,
remain liable for any shortfall below the aggregate amount owed by such Placee
and it may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the sale of
such Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, the
Placee should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organization.

Insofar as Placing Shares are registered in the Placee's name or that of its
nominee or in the name of any person for whom the Placee is contracting as
agent or that of a nominee for such person, such Placing Shares will, subject
as provided below, be so registered free from any liability to any levy, stamp
duty or stamp duty reserve tax. If there are any circumstances in which any
other stamp duty or stamp duty reserve tax is payable in respect of the
Placing Shares, none of the Bookrunner nor the Company, nor Link, nor the
Selling Shareholders shall be responsible for the payment thereof. Placees
will not be entitled to receive any fee or commission in connection with the
Placing.

(f)  Agreement to acquire Placing Shares

Conditional on the confirmation mentioned under paragraph (c) above, an
Investor agrees to become a member of the Company and agrees to acquire
Placing Shares at the Placing Price. The number of Placing Shares acquired by
such Investor under the Placing shall be in accordance with the arrangements
described above.

(g)  Payment for Placing Shares

Each Investor undertakes to pay the Placing Price for the Placing Shares
acquired by such Investor in such manner as shall be directed by the
Bookrunner. In the event of any failure by an Investor to pay as so directed,
the relevant Investor shall be deemed hereby to have appointed the Bookrunner
or its nominee to sell (in one or more transactions) any or all of the Placing
Shares in respect of which payment has not been made as so directed and to
have agreed to indemnify on demand that the Bookrunner in respect of any
liability for stamp duty and/or stamp duty reserve tax arising in respect of
any such sale or sales.

(h)  Representations and warranties

By receiving this announcement, each Investor and, to the extent applicable,
any person confirming his agreement to acquire Placing Shares on behalf of an
Investor or authorising the Bookrunner to notify an Investor's name to the
Company's registrars (the "Registrars"), is deemed to acknowledge, agree,
undertake, represent and warrant to the Bookrunner, the Registrars, Link, the
Selling Shareholders and the Company that:

(i)               the Investor has read this announcement in its
entirety and acknowledges that its participation in the Placing shall be made
solely on the terms and subject to the conditions set out in these terms and
conditions and the Articles of Association of the Company. Such Investor
agrees that these terms and conditions and the confirmation issued by
Cavendish to such Investor represent the whole and only agreement between the
Investor, the Bookrunner, Link, the Selling Shareholders and the Company in
relation to the Investor's participation in the Placing and supersedes any
previous agreement between any of such parties in relation to such
participation. Accordingly, all other terms, conditions, representations,
warranties and other statements which would otherwise be implied (by law or
otherwise) shall not form part of these terms and conditions. Such Investor
agrees that none of the Company, Link, the Selling Shareholders, the
Bookrunner nor any of their respective officers or directors will have any
liability for any such other information or representation and irrevocably and
unconditionally waives any rights it may have in respect of any such other
information or representation;

(ii)              the content of this announcement is exclusively
the responsibility of the Company and that neither the Bookrunner, nor any
person affiliated with the Bookrunner or acting on its behalf is responsible
for or shall have any liability for any information, representation or
statement contained in this announcement or any information previously
published by or on behalf of the Company or any member of the Group and will
not be liable for any decision by an Investor to participate in the Placing
based on any information, representation or statement contained in this
announcement or otherwise;

(iii)             the Investor has not relied on the Bookrunner or
any person affiliated with the Bookrunner in connection with any investigation
of the accuracy of any information contained in this announcement or its
investment decision;

(iv)            in agreeing to acquire Placing Shares under the
Placing, the Investor is relying on this announcement and not on any draft
hereof or other information or representation concerning the Group, the
Placing or the Placing Shares. Such Investor agrees that neither the Company,
Link, the Selling Shareholders nor the Bookrunner nor their respective
officers, directors or employees will have any liability for any such other
information or representation and irrevocably and unconditionally waives any
rights it may have in respect of any such other information or representation;

(v)             the Bookrunner is not making any recommendations to
Investors or advising any of them regarding the suitability or merits of any
transaction they may enter into in connection with the Placing, and each
Investor acknowledges that participation in the Placing is on the basis that
it is not and will not be a client of the Bookrunner and that the Bookrunner
is acting for Link (in its capacity as custodian of the Company's corporate
dealing facility and agent of the Selling Shareholders) and no one else, and
the Bookrunner will not be responsible to anyone else for the protections
afforded to its clients, and that the Bookrunner will not be responsible for
anyone other than Link for providing advice in relation to the Placing, the
contents of this announcement or any transaction, arrangements or other
matters referred to herein;

(vi)            save in the event of fraud on its part (and to the
extent permitted by the rules of the Financial Conduct Authority), neither the
Bookrunner nor its respective directors or employees shall be liable to an
Investor for any matter arising out of the role of the Bookrunner as the
Company's nominated adviser and joint broker pursuant to the AIM Rules for
Companies or otherwise, and that where any such liability nevertheless arises
as a matter of law each Investor will immediately waive any claim against the
Bookrunner and its respective directors and employees which an Investor may
have in respect thereof;

(vii)           the Investor has complied with all applicable laws
and such Investor will not infringe any applicable law as a result of such
Investor's agreement to acquire Placing Shares under the Placing and/or
acceptance thereof or any actions arising from such Investor's rights and
obligations under the Investor's agreement to acquire for Placing Shares under
the Placing and/or acceptance thereof or under the Articles of Association of
the Company;

(viii)          all actions, conditions and things required to be
taken, fulfilled and done (including the obtaining of necessary consents) in
order: (i) to enable the Investor lawfully to enter into, and exercise its
rights and perform and comply with its obligations to acquire the Placing
Shares under the Placing; and (ii) to ensure that those obligations are
legally binding and enforceable, have been taken, fulfilled and done. The
Investor's entry into, exercise of its rights and/or performance under, or
compliance with its obligations under the Placing, does not and will not
violate: (a) its constitutional documents; or (b) any agreement to which the
Investor is a party or which is binding on the Investor or its assets;

(ix)            it understands that no action has been or will be
taken in any jurisdiction by the Company, Link, the Selling Shareholders, the
Bookrunner or any other person that would permit a public offering of the
Placing Shares, or possession or distribution of this announcement, in any
country or jurisdiction where action for that purpose is required; and that,
if the Investor is in the UK or a relevant EEA member state, it is: (i) a
legal entity which is authorised or regulated to operate in the financial
markets or, if not so authorised or regulated, its corporate purpose is solely
to invest in securities; (ii) a legal entity which has two or more of: (a) an
average of at least 250 employees during the last financial year; (b) a total
balance sheet of more than €43,000,000; and (c) an annual net turnover of
more than €50,000,000, in each case as shown in its last annual or
consolidated accounts; (iii) otherwise permitted by law to be offered and sold
Placing Shares in circumstances which do not require the publication by the
Company of a prospectus pursuant to Article 3 of the Prospectus Regulation or
other applicable laws; or (iv) in the case of any Placing Shares acquired by
an Investor as a financial intermediary, as that term is used in Article 5(1)
of the Prospectus Regulation, either:

(A)      the Placing Shares acquired for by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view to their
placing or resale to, persons in any relevant member state other than
qualified investors, as that term is defined in the Prospectus Rules, or in
circumstances in which the prior consent of the Bookrunner has been given to
the placing or resale; or

(B)       where Placing Shares have been acquired by it on behalf of
persons in any relevant member state other than qualified investors, the
placing of those Placing Shares to it is not treated under the Prospectus
Rules as having been made to such persons;

(x)             to the fullest extent permitted by law, the
Investor acknowledges and agrees to the disclaimers contained in this
announcement and acknowledges and agrees to comply with the selling
restrictions set out in this announcement;

(xi)            the Placing Shares have not been and will not be
registered under the Securities Act or under the securities legislation of, or
with any securities regulatory authority of, any state or other jurisdiction
of the United States or under the applicable securities laws of Australia,
Canada, Japan or the Republic of South Africa or where to do so may contravene
local securities laws or regulations;

(xii)           the Investor is, and at the time the Placing Shares
are acquired, will be located outside the United States and eligible to
participate in an "offshore transaction" as defined in and in accordance with
Regulation S;

(xiii)          if it is acquiring the Placing Shares for the account
of one or more other persons, it has full power and authority to make the
representations, warranties, agreements and acknowledgements herein on behalf
of each such account;

(xiv)          the Investor invests in or purchases securities similar
to the Placing Shares in the normal course of its business and it has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Placing Shares;

(xv)           the Investor has conducted its own investigation with
respect to the Company and the Placing Shares and has had access to such
financial and other information concerning the Company and the Placing Shares
as the Investor deemed necessary to evaluate the merits and risks of an
investment in the Placing Shares, and the Investor has concluded that an
investment in the Placing Shares is suitable for it or, where the Investor is
not acting as principal, for any beneficial owner of the Placing Shares, based
upon each such person's investment objectives and financial requirements;

(xvi)          the Investor or, where the Investor is not acting as
principal, any beneficial owner of the Placing Shares, is able to bear the
economic risk of an investment in the Placing Shares for an indefinite period
and the loss of its entire investment in the Placing Shares;

(xvii)         there may be adverse consequences to the Investor under
tax laws in other jurisdictions resulting from an investment in the Placing
Shares and the Investor has made such investigation and has consulted such tax
and other advisors with respect thereto as it deems necessary or appropriate;

(xviii)        the Investor is not a resident of Australia (other than
in the case of professional investors and sophisticated investors resident in
Australia), Canada, Japan or the Republic of South Africa and acknowledges
that the Placing Shares have not been and will not be registered nor will a
prospectus be prepared in respect of the Placing Shares under the securities
legislation of Australia, Canada, Japan or the Republic of South Africa and,
subject to certain exceptions, the Placing shares may not be offered or sold,
directly or indirectly, in or into those jurisdictions;

(xix)          the Investor is liable for any capital duty, stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by it or any other person on the acquisition
by it of any Placing Shares or the agreement by it to acquire any Placing
Shares;

(xx)           in the case of a person who confirms to the Bookrunner
on behalf of an Investor an agreement to acquire Placing Shares under the
Placing and/or who authorises the  Bookrunner to notify such Investor's name
to the Registrars, that person represents that he has authority to do so on
behalf of the Investor;

(xxi)          the Investor has complied with its obligations in
connection with money laundering and terrorist financing under the Money
Laundering, Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 and any other applicable law, regulations or guidance
concerning the prevention of money laundering and, if it is making payment on
behalf of a third party, that: (i) satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party; and (ii)
arrangements have been entered into with the third party to obtain from the
third party copies of any identification and verification data immediately on
request as required by the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 and, in each case, agrees
that pending satisfaction of such obligations, definitive certificates (or
allocation under the CREST system) in respect of the Placing Shares comprising
the Investor's allocation may be retained at the Bookrunner's discretion;

(xxii)         the Investor agrees that, due to anti-money laundering
and the countering of terrorist financing requirements, the Bookrunner may
require proof of identity of the Investor and related parties and verification
of the source of the payment before the application can be processed and that,
in the event of delay or failure by the Investor to produce any information
required for verification purposes, the Bookrunner may refuse to accept the
application and the moneys relating thereto. The Investor holds harmless and
will indemnify the Bookrunner, Link and the Selling Shareholders against any
liability, loss or cost ensuing due to the failure to process this
application, if such information as has been required has not been provided by
it or has not been provided on a timely basis;

(xxiii)        the Investor is not, and is not applying as nominee or
agent for, a person which is, or may be, mentioned in any of sections 67, 70,
93 and 96 of the Finance Act 1986 (depository receipts and clearance
services);

(xxiv)        the Investor has complied with and will comply with all
applicable provisions of FSMA with respect to anything done by the Investor in
relation to the Placing in, from or otherwise involving the UK;

(xxv)         if the Investor is in the UK, the Investor is a person:
(i) who has professional experience in matters relating to investments falling
within article 19(5) of the FPO; or (ii) a high net worth entity falling
within article 49(2)(a) to (d) of the FPO or (ill) is a person to whom this
announcement may otherwise be lawfully communicated, and in all cases is
capable of being categorised as a Professional Client or Eligible Counterparty
for the purposes of the Financial Conduct Authority Conduct of Business Rules;

(xxvi)        if the Investor is in the EEA, the person is a
"Professional Client/Eligible Counterparty" within the meaning of EU Directive
2014/65/EU (MIFID II) and is not participating in the Placing on behalf of
persons in the EEA other than professional clients or persons in the UK and
other Member States (where equivalent legislation exists) for whom the
Investor has authority to make decisions on a wholly discretionary basis;

(xxvii)       each Investor in a relevant member state of the EEA who
acquires any Placing Shares under the Placing contemplated hereby will be
deemed to have represented, warranted and agreed with the Bookrunner, Link,
the Selling Shareholders and the Company that: (i) it is a qualified investor
within the meaning of the law in that relevant member state implementing
Article 2(e) of the Prospectus Regulation; and (ii) in the case of any Placing
Shares acquired by it as a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation: (A) the Placing Shares acquired by
it in the Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any relevant
member state other than qualified investors, as that term is defined in the
Prospectus Regulation, or in other circumstances falling within Article 3(2)
of the Prospectus Regulation and the prior consent of the Bookrunner has been
given to the offer or resale; or (B) where Placing Shares have been acquired
by it on behalf of persons in any relevant member state other than qualified
investors, the offer of those Placing Shares to it is not treated under the
Prospectus Regulation as having been made to such persons;

(xxviii)      if the Investor is resident in Australia, it is a
"professional investor" or a "sophisticated investor" within the meaning
of sections 708(11) and 708(8) respectively of the Australian Corporations
Act 2001 (Cth);

(xix)          represents and warrants that its participation in the
Placing would not give rise to an offer being required to be made by it or any
person with whom it is acting in concert pursuant to Rule 9 of the City Code
on Takeovers and Mergers;

(xxx)         in the case of a person who confirms to the Bookrunner on
behalf of an Investor an agreement to acquire Placing Shares under the Placing
and who is acting on behalf of a third party, that the terms on which the
Investor (or any person acting on its behalf) are engaged enable it to make
investment decisions in relation to securities on that third party's behalf
without reference to that third party;

(xxxi)        it irrevocably appoints any director of any of Cavendish
(as relevant to its participation in the Placing) as its agent for the
purposes of executing and delivering to the Company and/or the 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 and
otherwise to do all acts, matters and things as may be necessary for, or
incidental to, its acquisition of any Placing Shares in the event of its
failure so to do;

(xxxii)       it will indemnify and hold Link, the Selling Shareholders,
the Bookrunner and their respective affiliates harmless from any and all
costs, claims, liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of the representations,
warranties, acknowledgements, agreements and undertakings in this paragraph
and further agrees that the provisions of this paragraph will survive after
completion of the Placing;

(xxxiii)      the Bookrunner may, in accordance with applicable legal and
regulatory provisions, engage in transactions in relation to the Placing
Shares and/or related instruments for its own account and, except as required
by applicable law or regulation, the Bookrunner will not make any public
disclosure in relation to such transactions; and

(xxxiv)     the Bookrunner and each of its respective affiliates, each
acting as an investor for its or their own account(s), may bid and/or purchase
Placing Shares and, in that capacity, may retain, purchase, offer to sell or
otherwise deal for its or their own account(s) in the Placing Shares, any
other securities of the Company or other related investments in connection
with the Placing or otherwise. Accordingly, references in this announcement to
the Placing Shares being offered, acquired or otherwise dealt with should be
read as including any offer to,  acquisition or dealing by the Bookrunner
and/or any of their respective affiliates, acting as an investor for its or
their own account(s). Neither the Bookrunner nor the Company intend to
disclose the extent of any such investment or transaction otherwise than in
accordance with any legal or regulatory obligation to do so.

The Company, Link, the Selling Shareholders and the Bookrunner will rely upon
the truth and accuracy of each of the foregoing representations, warranties
and undertakings.

(i)  Supply and disclosure of information

If any of the Bookrunner or the Company or any of their respective agents
request any information about an Investor's agreement to acquire Placing
Shares, such Investor must promptly disclose it to them and ensure that such
information is complete and accurate in all respects.

(j)  Miscellaneous

The rights and remedies of the Bookrunner, Link, the Selling Shareholders and
the Company under these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them, and the exercise
or partial exercise of one will not prevent the exercise of others.

(i)               On application, each Investor may be asked to
disclose, in writing or orally to Bookrunner:

(A)  if he is an individual, his nationality; or

(B)  if he is a discretionary fund manager, the jurisdiction in which the
funds are managed or owned.

(ii)              All documents will be sent at the Investor's
risk. They may be sent by post to such Investor at an address notified to the
Bookrunner.

(iii)             Each Investor agrees to be bound by the Articles
of Association of the Company (as amended from time to time) once the Placing
Shares which such Investor has agreed to acquire have been acquired by such
Investor.

(iv)            These provisions may be waived, varied or modified
as regards specific Investors or on a general basis by the Bookrunner.

(v)             The contract to acquire Placing Shares and the
appointments and authorities mentioned herein will be governed by, and
construed in accordance with, the laws of England and Wales. For the exclusive
benefit of the Bookrunner, Link, the Selling Shareholders and the Company,
each Investor irrevocably submits to the exclusive jurisdiction of the English
courts in respect of these matters. This does not prevent an action being
taken against an Investor in any other jurisdiction.

(vi)            In the case of a joint agreement to acquire Placing
Shares, references to an "Investor" or "Placee" in these terms and conditions
are to each of such Investors or Placees and such joint Investors' or Placees'
liability is joint and several.

(vii)           The Bookrunner and the Company each expressly reserve
the right to modify the Placing (including, without limitation, its timetable
and settlement) at any time before allocations of Placing Shares under the
Placing are determined.

 

 

 

 

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