Embargoed until 7.00 a.m. |
24 April 2014 |
NOT FOR PUBLICATION OR DISTRIBUTION, BY ANY MEANS OR MEDIA, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL.
Neither this Announcement nor any part of it constitutes an offer to sell or issue or the solicitation of an offer to buy, subscribe or acquire any securities in any jurisdiction in which any such offer or solicitation would be unlawful and the information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa or any jurisdiction in which such publication or distribution would be unlawful.
GB GROUP PLC
("GBGroup" or "GBG")
Trading Update, Proposed Acquisition of DecTech
and
Conditional Placing of 8,000,000 Ordinary Shares at 137.5 pence to raise £11 million
GB Group, the identity intelligence specialist, is pleased to announce that it has conditionally agreed to acquire the entire issued share capital of DecTech Solutions Pty Ltd, an Australian provider of fraud detection, credit risk management and customer management solutions for a total consideration of £20.5 million1.
Trading update
• In an update to the Pre-Close Trading Statement issued on 7th April the Board is pleased to report that GBGroup has achieved a stronger set of results than was estimated at that time, which will be ahead of market consensus. The Board now expects to show an adjusted operating profit† of approximately £7.2 million (2013: £5.5 million) representing a year on year increase of approximately 30%
Acquisition highlights
• DecTech is a provider of established fraud detection and prevention solutions across multiple languages, clients and geographies where GBG does not currently operate
• DecTech's software and solutions are used by many Tier 1, 2 & 3 banks around the world as well as powering the Korean fraud bureau
• The acquired technology complements existing GBG solutions with real time analytics extending GBG's capabilities to new areas such as credit application support and ongoing transaction monitoring. It will also enable GBG to offer additional products and services to existing customers
• DecTech has strong recurring revenues at circa 70%, high margins and is cash generative
• The Acquisition is expected to be earnings accretive in the first full year post acquisition
• The Acquisition is conditional upon Admission
Placing highlights
• GBG intends to raise approximately £11.0 million before expenses through a placing by Peel Hunt of 8,000,000 new ordinary shares of the Company of 2.5 pence each at a price of 137.5 pence per share
• The Placing Price represents a premium of approximately 3.4 per cent. to the closing mid-market price of GBG's existing ordinary shares of 2.5 pence each on 23 April 2014, being the last practicable date before this announcement
• The Placing Shares represent approximately 6.8 per cent. of the Company's issued share capital following Admission
• Directors and senior management have subscribed for Placing Shares in total for approximately £505k
• The Placing is conditional upon Admission
1 At an exchange rate of 1 GBP: 1.85 AUD
† Adjusted operating profit means profits before share of results from associates, interest, tax, share based payment charges, amortisation of acquired intangibles and exceptional items.
†† Adjusted Revenue
During the previous financial year, GBG restructured its commercial relationship with BT which meant that ID Verification margins under the revised agreement are higher in absolute terms but revenues are reduced in the current financial year. For ease of comparison, the revenue for the comparative period has been adjusted to show the true underlying growth.
Richard Law, GBGroup's CEO, commented,
"We believe the acquisition and integration of DecTech into the Group will considerably enhance our ability to serve our clients globally by augmenting and broadening our product suite with highly complementary technology that is in demand in both established and developing markets. This acquisition extends our capability and geographic reach and enables us to further address the growing requirements for highly customisable electronic identity verification and fraud detection services across both our customer bases and the wider market.
GBG's products and services are increasingly being used to enable some of the world's leading e-commerce businesses to trade online seamlessly and safely with their customers and this acquisition will help us to advance our strategy in this area.
I'm delighted to welcome the very talented DecTech team to GBG and I look forward to an exciting future for us all."
For further information, please contact:
GB Group plc Richard Law, Chief Executive Dave Wilson, Group Finance and Operations Director |
01244 657333 |
Peel Hunt LLP (Nominated Adviser and Broker) Richard Kauffer Daniel Harris Elliot Thomas |
020 7418 8900 |
Newgate Threadneedle Caroline Forde Josh Royston Heather Armstrong |
020 7653 9850 |
Website |
www.gbgplc.com |
About GBGroup
The most profitable and successful organisations recognise the value of understanding the individual identity of their customers and employees. GBG combines this concept of identity with technology to create an environment of trust, so that organisations can employ people and connect, communicate and transact with consumers, safely and responsibly.
We call this Identity Intelligence.
Trading Update
In an update to the Pre-Close Trading Statement issued on 7th April 2014, the Board is pleased to report that GBGroup has achieved a stronger set of results than was estimated at that time, which will be ahead of market consensus. The Board now expects to show an adjusted operating profit† of approximately £7.2 million (2013: £5.5 million) representing a year on year increase of approximately 30%.
As a result of positive growth both organically and through acquisition, the Group expects to report a 15% increase in adjusted revenues to £41.8 million (2013 adjusted††: £36.3 million).
Introduction to the acquisition of DecTech
GBGroup, the identity intelligence specialist, is pleased to announce that it has conditionally agreed to acquire the entire issued share capital of DecTech, for a total consideration of £20.5 million.
DecTech is an Australian based provider of fraud detection, credit risk management and customer management solutions and the Acquisition extends the Group's product suite in key areas, expands its international reach (particularly in the Far East and Pacific Rim) and provides cross and upsell opportunities. The Acquisition is expected to be earnings enhancing in the first full year of ownership.
The total consideration comprises an initial cash payment of £14.3 million followed by an additional amount of up to £6.2 million which is payable in two tranches in 12 and 24 months from the acquisition date, subject to DecTech achieving revenue and margin targets. The initial payment, which is payable in cash on completion of the Acquisition will be funded through a combination of £5.4 million in debt and £8.9 million from existing cash resources of the Company and proceeds of the Placing.
The Acquisition
Founded in 2001, DecTech is a provider of credit risk management, fraud detection and customer management solutions to banks, financial services and insurance companies. The company is based in Melbourne, with a development and sales office in Kuala Lumpur and representatives in six other Asian countries. Its software is used in 42 countries around the world and can support multiple languages and character sets. The company's fraud detection and prevention solutions are used by many tier 1, 2 and 3 banks around the world, including GE Capital, HSBC and Barclays and the Korean Fraud Bureau is also operated as a shared revenue model on DecTech technology.
There are 3 live products in DecTech's portfolio:
• Instinct: an application fraud detection solution that is used to detect suspicious applications. It also delivers a fraud bureau solution for Korea Credit Bureau
• Activate: a credit application process management solution
• Predator: a transaction monitoring and case management solution used to detect issuing and acquiring fraud. Also used for Money Laundering detection.
Unaudited financial information on DecTech
|
Year to 30 June |
12 months to Dec'13 £'000 |
|
2011 £'000 |
2012 £'000 |
2013 £'000 |
Revenue |
4,458 |
4,901 |
5,252 |
5,814 |
Reported Operating Profit |
413 |
189 |
802 |
1,232 |
Adjustments(a) |
943 |
1,647 |
1,103 |
1,036 |
Adjusted Operating Profit pre Investment |
1,356 |
1,836 |
1,905 |
2,268 |
Adjusted Operating Profit Margin pre Investment |
30.0% |
37.0% |
36.2% |
39.0% |
(a) Adjustments for non-recurring sellers' drawings and other non-recurring costs.
The Acquisition is expected to be earnings enhancing in its first full year post acquisition before acquisition costs and normal acquisition adjustments including any fair value adjustments and the amortisation of intangible assets. DecTech has good visibility of revenue with circa 70% of revenue being contractual recurring licence revenue.
The current CEO will remain with DecTech for a period of not less than twelve months whilst the Board expects that the current Managing Director will remain in place after this period.
The Acquisition is conditional only on admission of the Placing Shares to AIM.
Acquisition rationale
DecTech's suite of application and transactional fraud solutions combined with its risk management solutions will further enhance GBGroup's suite of Identity Proofing solutions, delivering synergistic opportunities across both customer sets. The addition of fraud detection and credit risk management to GB Group's product suite is expected to increase the Group's competitive positioning while opening up important new markets in Asia Pacific and South America. These regions are experiencing high growth rates of internet commerce and credit usage, which will drive the need for additional Identity Proofing and fraud prevention tools.
DecTech have a demonstrable ability to win business through strong business development, product innovation and high quality customer support. This is enabled by its team of 60 employees comprising a mix of engineers, technical account managers and business development managers across DecTech's six offices providing additional cross-selling opportunities within existing customers.
In 2013 the Banking and Insurance Fraud Analytics market was estimated to be worth US$0.7bn, growing to US$1.1bn by 2018. This growth will be underpinned by businesses taking increasing measures to protect themselves, either by replacing their legacy systems or adopting the types of solutions offered by DecTech.
With the credentials of having long term relationships with a number of Tier 1 banks and a presence across the Asia Pacific region, DecTech are well positioned to address the growing market for fraud prevention solutions. In addition to this, since there is little overlap with existing GBG customers, there is a good opportunity for upselling GBG's other solutions.
Integration strategy
The existing CEO and MD of DecTech will remain in the business, whilst GB Group will invest in additional management resource, including a Sales Director, Business Development Resource, a CFO and a European Product Manager together with an increase in marketing. A detailed implementation plan is in place and includes the secondment of senior GBGroup staff to DecTech for the implementation period.
The future strategy for the combined business will include focus on target Tier 2 banks where DecTech has a presence, driving further upsell and cross sell opportunities along with diversification into insurance and e-commerce platforms and the establishment of relationships and partnerships with fraud bureaus.
Details of the proposed placing
On behalf of the Company and within the terms of the placing agreement entered into today between Peel Hunt and the Company (the "Placing Agreement"), Peel Hunt has conditionally placed an aggregate of 8,000,000 Placing Shares at a price of 137.5 pence per Placing Share with certain institutional investors to raise £11 million (before expenses). The Placing Price represents a premium of approximately 3.4 per cent. to the closing mid market price of shares in the Company at 23 April 2014, the latest practicable date prior to the publication of this announcement. The Placing Shares will represent approximately 6.8 per cent. of the issued share capital of the Company. The Placing proceeds will be used to part finance the Acquisition consideration.
The Placing Shares will, following Admission, rank pari passu with the existing issued Ordinary Shares and will have the right to receive all dividends and other distributions declared, made or paid in respect of the issued Ordinary Share capital of the Company following Admission.
The Placing Agreement contains customary warranties from the Company in favour of Peel Hunt in relation to, inter alia, the accuracy of the information in this announcement and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify Peel Hunt in relation to certain liabilities it may incur in respect of the Placing. Peel Hunt has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event of a material breach of the warranties given to Peel Hunt in the Placing Agreement, the failure of the Company to comply in any material respect with any of its obligations under the Placing Agreement, the occurrence of a force majeure event or a material adverse change affecting the condition, or the earnings or business affairs or prospects of the Group as a whole, whether or not arising in the ordinary course of business.
The Placing is conditional upon, amongst other things, Admission becoming effective and the Placing Agreement becoming unconditional in all respects by no later than 8.00 a.m. on 28 April 2014 or such later date (being not later than 8.00 a.m. on 12 May 2014) as the Company and Peel Hunt may agree. Application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will occur and that dealings will commence at 8.00 a.m. on 28 April 2014.
Directors' and senior managements' participation
Certain Directors and Senior Management will participate in the Placing and subscribe for an aggregate of 367,269 Placing Shares at the Placing Price representing 4.6 per cent. of the Placing Shares. The participation of the Directors is detailed below:
Name of Director |
Position |
Number of Placing Shares to be acquired |
Resulting holding of Ordinary Shares |
% of Enlarged Share Capital |
David Rasche |
Non-Executive Chairman |
109,091 |
756,091 |
0.64 |
Richard Law |
Chief Executive Officer |
94,545 |
1,841,430 |
1.56 |
Dave Wilson |
Group Finance & Operations Director |
18,182 |
201,350 |
0.17 |
Richard Linford |
Non-Executive Director |
36,364 |
286,364 |
0.24 |
Charmaine Eggberry |
Non-Executive Director |
18,182 |
18,182 |
0.02 |
Total Voting Rights
In accordance with the provisions of the Disclosure and Transparency Rules of the Financial Conduct Authority, the Company confirms that, following the issue of the Placing Shares, its issued share capital will comprise 118,149,466 ordinary shares of 2.5 pence each. All of the ordinary shares have equal voting rights. The total number of voting rights in the Company is therefore 118,149,466.
This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Disclosure and Transparency Rules.
APPENDIX: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX (TOGETHER THE "ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN EXAMINED OR APPROVED BY THE FCA OR THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO EXAMINED OR APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF DIRECTIVE 2003/71/EC AS AMENDED (INCLUDING ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) ('INVESTMENT PROFESSIONALS') OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ('HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC') OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) AND (B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE INFORMATION IN IT 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.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES DESCRIBED HEREIN MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION AS PROVIDED IN THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), AND THE RULES AND REGULATIONS THEREUNDER. THE PROPOSED OFFERING HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT, AND THERE IS NO INTENTION TO REGISTER ANY PORTION OF THE PROPOSED OFFERING, IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.
In this Appendix, unless the context requires, "Placee" means a Relevant Person (including individuals, funds or others) who has been invited to, and who chooses to, participate in the Placing and by whom or on whose behalf a commitment to subscribe for Placing Shares has been given.
This Announcement does not constitute an offer to sell or issue, or the solicitation of an offer to buy or subscribe for, Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful.
In particular, the Placing Shares referred to in this Announcement have not been and will not be registered under the US Securities Act or any securities regulatory authority of any state or other jurisdiction of the United States and will be offered and sold only outside of the United States in "offshore transactions" as defined in and pursuant to Regulation S under the US Securities Act. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.
The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South African Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.
Details of the Placing
Peel Hunt have today entered into an agreement with the Company (the "Placing Agreement") under which, subject to certain conditions Peel Hunt, as agent for and on behalf of the Company, have agreed to procure Placees for the Placing Shares at the Placing Price.
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 dividends and other distributions declared or made after the date of issue of the Placing Shares.
The Placing Agreement is conditional upon, amongst other things:
-- Admission occurring by 8:00am on 28 April 2014 (or such later time and date as Peel Hunt and the Company may agree, not being later than 8:00am on 12 May 2014);
-- the agreement relating to the Acquisition having become unconditional (save for any condition relating to Admission); and
-- the obligations of Peel Hunt not having been terminated pursuant to the terms of the Placing Agreement.
The Placing Agreement contains certain undertakings, warranties and indemnities given by the Company for the benefit of Peel Hunt. Peel Hunt have absolute discretion as to whether or not to bring an action against the Company for breach of these undertakings, warranties and indemnities.
Peel Hunt may terminate the Placing Agreement in certain circumstances, details of which are set out below.
This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
Applications for listing and admission to trading
Application will be made to the London Stock Exchange for the admission of the Placing Shares to the AIM market of the London Stock Exchange. It is expected that Admission will become effective at 8.00am on 28 April 2014 and that dealings in the Placing Shares will commence at that time.
Participation in the Placing
1. Peel Hunt are acting as sole bookrunner and as agent for the Company. Peel Hunt, which is authorised and regulated by the FCA and a member of the London Stock Exchange, is acting exclusively for the Company in connection with the Placing and are not acting for any other person and will not be responsible to any person other than the Company for providing the protections afforded to their customers or for providing advice on the transactions or arrangements referred to in this Announcement. Participation in the Placing is only available to persons who may lawfully be, and are, invited to participate in it by Peel Hunt. Peel Hunt and their affiliates are each entitled to participate in the Placing as principal.
2. The price per Placing Share is fixed at 137.5 pence and is payable to Peel Hunt by all Placees.
3. Each Placee's allocation will be confirmed orally to such Placee by Peel Hunt, as agent of the Company and a contract note will be dispatched as soon as possible thereafter. That oral confirmation will constitute an irrevocable, legally binding commitment upon that person (who at that point will become a Placee) in favour of the Company and Peel Hunt to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association. Except with Peel Hunt's consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.
4. Each Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by Peel Hunt. The terms of this Appendix will be deemed incorporated in that contract note.
5. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Peel Hunt (as agent of the Company), to pay it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for and the Company has agreed to allot and issue to that Placee.
6. Each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating in the Placing upon the terms and subject to the conditions contained in this Announcement and to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in this Announcement.
7. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and settlement".
8. All obligations under the Placing will be subject to fulfilment 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".
9. By participating in the Placing, each Placee will agree 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.
10. To the fullest extent permitted by law and applicable FCA rules, neither (i) Peel Hunt, (ii) any of their respective directors, officers, employees or consultants nor (iii) to the extent not contained with (i) and (ii), any person connected with Peel Hunt as defined in FSMA ((ii) and (iii) being together "affiliates" and individually an "affiliate" of Peel Hunt), shall have any liability (including, to the extent permissible by law, any fiduciary duties) to Placees or to any person other than the Company in respect of the Placing. In particular, Peel Hunt nor any of their affiliates shall have any liability in respect of Peel Hunt's conduct of the Placing or of such alternative method of effecting the Placing as Peel Hunt and the Company may agree.
Conditions of the Placing
Peel Hunt's obligations under the Placing Agreement in respect of the Placing Shares are conditional on, amongst other things:
(a) none of the warranties contained in the Placing Agreement being untrue, inaccurate or misleading at the date of the Placing Agreement or having ceased to be true, accurate or having become misleading at any time before Admission, by reference to the facts and circumstances then subsisting, which in any such case is material and which Peel Hunt considers to be material and adverse in the context of the Placing and Admission;
(b) the Company complying with its obligations under the Placing Agreement to the extent that they fall to be performed on or before Admission and which Peel Hunt considers to be material and adverse in the context of the Placing and Admission;
(c) in the opinion of Peel Hunt, there having been no Material Adverse Change at any time prior to Admission (whether or not foreseeable at the date of the Placing Agreement);
(d) the Placing Agreement not having been terminated in accordance with its terms; and
(e) Admission occurring by 8.00 am on 28 April 2014 (or such later time and date as Peel Hunt and the Company may agree, not being later than 8.00 a.m. on 12 May 2014.
If (i) any condition contained in the Placing Agreement is not fulfilled or waived by Peel Hunt by the respective time or date specified (or such later time or date as the Company and Peel Hunt may agree), (ii) any such condition becomes incapable of being satisfied or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.
Peel Hunt may, at their discretion and upon such terms as it thinks fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect the Placees' commitments as set out in this Announcement.
Neither Peel Hunt nor the Company shall have any liability to any Placee (or to any other person, whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing, nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Peel Hunt.
Termination of the Placing Agreement
Peel Hunt are entitled, at any time prior to Admission, to terminate the Placing Agreement in the event that, amongst other things in Peel Hunt's judgement:
(a) there has been a breach of any of the warranties under the Placing Agreement and/or the Company is in breach of any of its obligations under the Placing Agreement; or
(b) any statement contained in this Announcement, or any other document or announcement issued or published by or on behalf of the Company in connection with the Placing (together the "Placing Documents"), is or has become untrue, incorrect or misleading in any respect, or there has been any material omission from any Placing Document; or
(c) subsequent to the execution of the Placing Agreement: (i) there has occurred (A) any material adverse change in the financial markets in the United States, the United Kingdom or in any member or associate member of the European Union or the international financial markets, (B) any outbreak of hostilities or escalation thereof or act or incidence of terrorism or other calamity or crisis, national or international emergency or war or (C) any change (or development involving a prospective change) in national or international monetary, political, financial, economic, conditions or currency exchange rates or foreign exchange controls; or (ii) trading in any securities of the Company or trading generally on the London Stock Exchange, the New York Stock Exchange or any other major financial market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any such exchange or by any governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United Kingdom, the United States or the European Union; or (iii) a general moratorium on commercial banking activities has been declared in the United Kingdom, the United States or any other member state of the European Union or is likely to occur or (iv) there has occurred an adverse change (or prospective adverse change since the date of the Placing Agreement) in the United Kingdom regarding taxation affecting the Ordinary Shares or the transfer of the Ordinary Shares,
which in any such case would (either individually or together with any other event referred to in this sub-clause (c) be likely to prejudice the success of the Placing, dealings in the Ordinary Shares following Admission or which makes it impractical or inadvisable to proceed with the Placing and/or Admission in the manner contemplated in the Placing Documents.
Upon such termination, the parties to the Placing Agreement shall be released and discharged from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise by Peel Hunt of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Peel Hunt and that they need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
No prospectus
No offering document or prospectus has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix).
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company or Peel Hunt or any other person and neither Peel Hunt, the Company 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. 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 the liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB0006870611) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions. Peel Hunt reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees in certificated form if, Peel Hunt's opinion, 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 any Placee's jurisdiction.
Following close of the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note in accordance with the standing arrangements in place with Peel Hunt, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Peel Hunt and settlement instructions. 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 that it has in place with Peel Hunt.
The Company will deliver the Placing Shares to a CREST account operated by Peel Hunt as agent for the Company and Peel Hunt will enter their delivery (DEL) instruction into the CREST system. Peel Hunt will hold any Placing Shares delivered to this account as nominee for the Placees. 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 will take place on 28 April 2014 on a T+3 basis in accordance with the instructions set out in the contract note.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by Peel Hunt.
Each Placee agrees that, if it does not comply with these obligations, Peel Hunt may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Peel Hunt's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and 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, Placees should ensure that the contract note 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 stamp duty reserve tax.
Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations and warranties
By participating in the Placing each Placee (and any person acting on such Placee's behalf) acknowledges, undertakes, represents, warrants and agrees (as the case may be) that:
1. it has read this Announcement (including the Appendix) in its entirety and its acquisition of the Placing Shares is subject to the terms and conditions of the Placing as referred to and included herein and it will not redistribute or duplicate this Announcement;
2. no offering document or prospectus has been prepared in connection with the Placing and that it has not received and will not receive a prospectus or other offering document in connection with the Placing and nothing has been done or will be done by it in relation to the Placing or to any Placing Shares that has resulted or will result in any person being required to publish any prospectus or other offering document in relation to the Company;
3. the Ordinary Shares are quoted on the AIM market of the London Stock Exchange, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the London Stock Exchange, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that the Placee is able to obtain or access such information or comparable information concerning any other publicly traded company without undue difficulty;
4. (i) it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing; (ii) none of Peel Hunt, the Company, any of their respective affiliates or any person acting on behalf of any of them has provided, or will provide, it with any material regarding the Placing Shares in addition to this Announcement; and (iii) it has not requested Peel Hunt, the Company or any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;
5. the content of this Announcement is exclusively the responsibility of the Company and that none of Peel Hunt, their affiliates or any person acting on its or their behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously or concurrently published by or on behalf of the Company 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 elsewhere;
6. none of Peel Hunt, the Company or any of their affiliates or any person acting on its or their behalf has made any representations to it, express or implied, with respect to the accuracy, completeness or adequacy of any Exchange Information and each of them expressly disclaims any liability in respect thereof (save that nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation);
7. the only information on which it has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and that it has not received or relied on any information given, or any representations, warranties or statements made, by Peel Hunt, the Company, any of their affiliates or any person acting on behalf of any of them and none of Peel Hunt, the Company, any of their affiliates or any person acting on behalf of any of them will be liable for its decision to accept an invitation to participate in the Placing based on any information, representation, warranty or statement other than that contained in this Announcement. It has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;
8. it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting this invitation to participate in the Placing;
9. it has the funds available to pay for the Placing Shares for which it has agreed to subscribe at the Placing Price and acknowledges, agrees and undertakes that it will pay the total subscription amount in accordance with the terms of this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other placees or sold at such price as Peel Hunt determines;
10. it: (i) is entitled to subscribe for the Placing Shares under the laws of all relevant jurisdictions; (ii) has fully observed such laws; (iii) has the requisite capacity and authority and is entitled to enter into and to perform its obligations as a subscriber for Placing Shares and will honour such obligations; and (iv) has obtained all necessary consents and authorities (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) to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its subscription for Placing Shares;
11. it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed will not be, a resident of, or with an address in, or subject to the laws of, Australia, Canada, Japan or the Republic of South Africa, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, Japan or the Republic of South Africa and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;
12. (i) the Placing Shares have not been and will not be registered under the US Securities Act or with any state or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, (ii) it will not offer, sell or deliver, directly or indirectly, any Placing Shares in or into the United States other than pursuant to an effective registration under the US Securities Act or in a transaction exempt from, or not subject to, the registration requirements thereunder and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and (iii) it is outside of the United States, not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to acquire the Placing Shares is given and is otherwise acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S under the US Securities Act;
13. it is a person of a kind described in (i) Article 19(5) (Investment Professionals) and/or 49(2) (High net worth companies etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, and/or an authorised person as defined in section 31 of FSMA; and (ii) section 86(7) of FSMA ("Qualified Investor"), being a person falling within Article 2.1(e) the Prospectus Directive. For such purposes, it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
14. it has only communicated or caused to be communicated, and will only communicate or cause to be communicated, any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by Peel Hunt in its capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;
15. it is aware of and acknowledges that it is required to comply, it has complied and will continue to comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;
16. it will not make any offer to the public of the Placing Shares and has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or elsewhere in the European Economic Area prior to Admission, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in the United Kingdom for the purposes of section 85(1) of FSMA or an offer to the public in any other member state of the European Economic Area within the meaning of the Prospectus Directive;
17. it has not been engaged to subscribe for the Placing Shares on behalf of any other person who is not a Qualified Investor unless the terms on which it is engaged enable it to make decisions concerning the acceptance of offers of transferable securities on the client's behalf without reference to the client, as described in section 86(2) of FSMA;
18. it is acting as principal only in respect of the Placing or, if it is acting for any other person, it is not acting on a non-discretionary basis and (i) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person and (ii) it is and will remain liable to the Company and/or Peel Hunt 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);
19. no action has been or will be taken by either the Company, Peel Hunt or any of their affiliates or any person acting on their behalf that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction;
20. it is aware of and acknowledges that it is required to comply with its obligations in connection with money laundering under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 (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;
21. it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, section 118 of FSMA and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;
22. the allocation, allotment, issue and delivery to it, or the person specified by it for registration as a holder of Placing Shares, will not give rise to a stamp duty or stamp duty reserve tax liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that no instrument under which it subscribes for Placing Shares (whether as principal, agent or nominee) would be subject to stamp duty or the increased rates referred to in those sections and that it, or the person specified by it for registration as a holder of Placing Shares, is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;
23. it, or the person specified by it for registration as a holder of the Placing Shares, will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto), if any, payable on acquisition of any of the Placing Shares or the agreement to subscribe for the Placing Shares and acknowledges and agrees that none of Peel Hunt, the Company, any of their respective affiliates or any person acting on behalf of them will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing, and agrees to indemnify the Company and Peel Hunt on an after--tax basis in respect of the same, on the basis that the Placing Shares will be allotted to the CREST stock account of Peel Hunt who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
24. none of Peel Hunt, any of their affiliates or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this Announcement or for any information previously published by or on behalf of the Company or any other written or oral information made available to or publicly available or filed information or any representation, warranty or undertaking relating to the Company, and will not be liable for its decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement or elsewhere, provided that nothing in this paragraph shall exclude any liability of any person for fraud;
25. none of Peel Hunt, any of their affiliates or any person acting on behalf of any of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that its participation in the Placing is on the basis that it is not and will not be a client of Peel Hunt and that Peel Hunt have no duties or responsibilities to it for providing the protections afforded to its clients or customers under the rules of the FCA, for providing advice in relation to the Placing, in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of its rights and obligations thereunder, including any rights to waive or vary any conditions or exercise any termination right;
26. in order to ensure compliance with the Money Laundering Regulations 2007, Peel Hunt (for themselves and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Peel Hunt or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Peel Hunt's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at Peel Hunt's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity Peel Hunt (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Peel Hunt and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
27. Peel Hunt and their affiliates, acting as an investor for its or their own account(s), may bid or subscribe for 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, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, Peel Hunt and/or any of their respective affiliates acting as an investor for its or their own account(s). Neither Peel Hunt 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;
28. these terms and conditions and any agreements entered into by it pursuant to these terms and conditions 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 the Company or Peel Hunt 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;
29. the Company, Peel Hunt and their respective affiliates and others will rely upon the truth and accuracy of the foregoing agreements, acknowledgements, representations, warranties and undertakings which are given to Peel Hunt, on their own behalf and on behalf of the Company, and are irrevocable;
30. it irrevocably appoints any duly authorised officer of Peel Hunt as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe or purchase upon the terms of this Announcement;
31. it will indemnify on an after-tax basis and hold the Company, Peel Hunt 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, undertakings, agreements and acknowledgements in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
32. (i) it has knowledge and experience in financial, business and international investment matters and is required to evaluate the merits and risks of subscribing for the Placing Shares; (ii) it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with, the Placing; and (iii) it has relied upon its own examination and due diligence of the Company and its associates, taken as a whole, and the terms of the Placing, including the merits and risks involved;
33. its commitment to subscribe for Placing Shares on the terms set out herein and in the contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that it will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing; and
34. time is of the essence as regards its obligations contained in this Appendix.
The representations, warranties, acknowledgements and undertakings contained in this Appendix are irrevocable and are given by each Placee to each of Peel Hunt and the Company, in each case as a fundamental term of such Placee's application for Placing Shares and of the Company's obligation to allot and/or issue any Placing Shares to it.
The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, UK stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Peel Hunt will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Peel Hunt in the event that any of the Company and/or Peel Hunt has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Peel Hunt accordingly.
In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.
Each Placee, and any person acting on behalf of the Placee, acknowledges and agrees that Peel Hunt does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of each Placee, acknowledges and agrees that Peel Hunt 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.
When a Placee or person acting on behalf of the Placee is dealing with Peel Hunt, any money held in an account with Peel Hunt 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 FSMA. The Placee acknowledges and agrees 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 Peel Hunt's money in accordance with the client money rules and will be used by Peel Hunt in the course of their own business; and the Placee will rank only as a general creditor of Peel Hunt.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
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.
All times and dates in this Announcement may be subject to amendment.
DEFINITIONS
In addition to the terms previously defined, the following definitions apply throughout this Announcement unless the context otherwise requires:
"AIM" the AIM market operated by the London Stock Exchange;
"Acquisition" the agreement to acquire the entire issued share capital of DecTech Solutions;
"Admission" admission of the Placing Shares to the AIM market of the London Stock Exchange;
"Consideration" the cash payment of £20.5m to be made to the shareholders of DecTech;
"Company" GB Group plc;
"CREST" the relevant system (as defined in the Uncertificated Securities Regulations 2001) for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear UK & Ireland Limited;
"DecTech" DecTech Solutions Pty Ltd;
"FCA" the Financial Conduct Authority;
"FSMA" the Financial Services and Markets Act of 2000 (as amended);
"Group" the Company and its subsidiaries, subsidiary undertakings and associates from time to time and the expression a "member of the Group" shall be construed accordingly;
"London Stock
Exchange" London Stock Exchange plc;
"Material Adverse
Change" any adverse change in, or any development reasonably likely to involve a prospective adverse change in, or affecting, the condition (financial, operational, legal or otherwise), earnings, business, management, properties, assets, rights, results of operations, solvency, credit rating or prospects of the Group and/or the DecTech group which is material in the context of the Group and/or of the DecTech group (as applicable) as a whole, whether or not arising in the ordinary course of business.
"Ordinary Shares" ordinary shares of 2.5 pence each in the capital of the Company;
"Peel Hunt" Peel Hunt LLP;
"Placing" the placing of the Placing Shares by Peel Hunt as agent for and on behalf of the Company pursuant to the Placing Agreement and on and subject to the terms and conditions set out or referred to in this Announcement;
"Placing Price" 137.5 pence per Placing Share;
"Placing Shares" 8,000,000 new Ordinary Shares to be issued in connection with the Placing;
"UK" or "United
Kingdom" the United Kingdom of Great Britain and Northern Ireland;
"United States" or
"USA" United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction; and
"US Securities Act" the US Securities Act of 1933, as amended.
