NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE ADMISSION DOCUMENT PUBLISHED BY DRAPER ESPRIT PLC IN CONNECTION WITH THE PROPOSED ADMISSION OF ITS ORDINARY SHARES TO TRADING ON AIM AND ESM.
15 June 2016
Draper Esprit plc
("Draper Esprit" or the "Company")
Admission to AIM and ESM and first day of dealings
Draper Esprit (AIM: GROW, ESM: GRW), one of the leading venture capital investors involved in the creation, funding and development of high-growth technology businesses with an emphasis on digital technologies in the UK, the Republic of Ireland and Europe, announces that further to its announcement of 10 June 2016, its ordinary share capital, consisting of 40,673,909 ordinary shares, has today been admitted to AIM, a market operated by the London Stock Exchange, under the ticker "GROW", and to the ESM, a market operated by the Irish Stock Exchange, under the ticker "GRW".
Gross proceeds of approximately £79 million have been raised at an issue price of 300 pence per Share (the "Issue Price") by way of the conditional placing (the "Placing") of 14,020,547 new and 1,500,000 existing ordinary shares of 1 pence each ("Shares"), and a subscription (the "Subscription") of 10,700,000 new ordinary shares with institutional and other investors. Approximately £74 million of the gross proceeds has been raised for the benefit of the Company and approximately £5 million is for the account of the selling shareholders in the Placing. In addition, Shares worth approximately £24 million (7,953,362 Shares) have been issued as part-consideration for the acquisition of the Initial Portfolio resulting in Shares worth approximately £103 million being issued to investors at Admission.
Background
Draper Esprit is one of the leading venture capital investors involved in the creation, funding and development of high-growth technology businesses with an emphasis on digital technologies in the UK, the Republic of Ireland and Europe.
The Draper Esprit team has considerable experience. The team has operated the Group for nine years and, prior to that, its members worked for leading firms within the venture capital industry. In aggregate, the team has been involved in investing over US$1 billion into more than 200 technology businesses and has been involved in creating businesses with a total aggregate value of over US$8 billion, with an exited value of over US$6 billion.
Reasons for the IPO
The Directors believe that, over the last decade, the venture capital industry has felt the impact of globalisation driven by:
· the opening of many new consumer and enterprise markets outside of the US;
· increasing digital innovation around the world;
· the increase of cross border M&A; and
· institutional investors seeking initial public offerings on regional stock markets.
The Directors consider that the US$50 billion of shareholder value in Europe represented by significant venture capital backed exits from 2010 to 2014 indicates the start of a new period of strong technology-led value creation and that several notable global technology companies formed in recent years (including those in the Initial Portfolio) have had their origins in Europe.
The Directors believe European growth and venture capital returns are now able to at least match equivalent returns from the US. The Company considers that Europe should continue to offer investors a compelling growth opportunity given the potential for global expansion emerging from European entrepreneurs, limited competition and receptive global exit markets. The Directors believe that the dynamics of the European growth and venture capital market combined with Draper Esprit's investment strategy should provide investors with greater diversity to their portfolio exposure to digital growth companies.
The Directors further believe that there is currently a gap in the market for the creation of a listed evergreen venture capital vehicle which can invest in the new generation of early and growth stage digital businesses in order to deliver attractive long term returns for investors.
Use of proceeds
On Admission, the Company will acquire Esprit Capital Partners LLP (the existing FCA authorised and regulated management vehicle of the Group) and, subject to certain existing carried interest arrangements, the Initial Portfolio. The Company intends to use the remaining net proceeds of the Placing and the Subscription principally to provide development and expansion capital to companies in the Initial Portfolio to provide for future investments of the Group and to provide working capital for the Company. Certain of the Vendors have raised £4.5 million to meet certain tax liabilities.
Simon Cook, CEO and Co-Founder of Draper Esprit, said:
"Our motivation for evolving our Venture Capital business model was twofold. Firstly, we wanted to be able to invest for longer in our emerging companies and to be able to build bigger stakes as companies remained private for longer periods, capturing more value for shareholders. Secondly, we wanted to further democratise funding for entrepreneurs.
Traditionally the Limited Partnership model in Europe has restricted who can invest in venture capital backed companies and many growing technology companies are not accessible to institutions or public investors until they go public. Now everyone can participate in the growth of VC backed companies from their earliest stages through series A and B to their success in the later stages up to and including their IPO.
This permanent capital model is ideally suited to a listed vehicle and we are grateful for the support this approach has received from shareholders including: Woodford Investment Management, the Ireland Strategic Investment Fund, China Huarong International Holdings Ltd, Baillie Gifford and several other city institutions, successful entrepreneurs and family offices, many of whom have active later stage and IPO investment activities."
Numis Securities Limited acted as Lead Bookrunner and Nominated Adviser with Goodbody Stockbrokers and Zeus Capital Limited acting as Joint Bookrunners. Goodbody Stockbrokers also acted at ESM Adviser in Ireland.
More information on the investment model, strategy, key investments, Board of Directors and Issue Statistics can be found below and in the Company's admission document ("Admission Document") dated 10th June 2016 a copy of which can be found on the Company's website at www.draperesprit.com. Terms capitalised in this announcement but not defined herein shall have the meaning given to them in the Admission Document.
Enquiries
Draper Esprit plc Simon Cook (Chief Executive Officer) Stuart Chapman (Chief Operating Officer) |
+44 (0)20 7931 8800 |
Numis Securities Lead Bookrunner and Nominated Adviser Alex Ham Garri Jones Richard Thomas Paul Gillam |
+44 (0)20 7260 1000 |
Goodbody Stockbrokers Joint Bookrunner and ESM Adviser Don Harrington Linda Hickey Dearbhla Gallagher |
+353 1 667 0420 |
Zeus Capital Joint Bookrunner Benjamin Robertson Giles Balleny |
+44 (0)20 3829 5000 |
Belvedere Communications John West Kim van Beeck |
+44 (0)20 3567 0510 +44 (0)747 796 7446 |
Investment model
Draper Esprit's model has three main elements.
Primary investments
On Admission, the Group will own, subject to certain existing carried interest arrangements, minority interests in 24 portfolio companies which, as at 31 December 2015, had an Aggregate Valuation of £74.8 million (including residual value relating to prior exits) (the ''Initial Portfolio''). The Initial Portfolio, adjusted solely for currency movements since 31 December 2015, had an unaudited aggregate valuation of £76.4 million as at 30 April 2016.
Using the proceeds from the Placing and the Subscription, the Board intends to invest further capital to companies in the Initial Portfolio and also pursue new investment opportunities. The Board expects to allocate approximately 30 per cent. of the Group's investment capital towards smaller rounds of seed and series A investments with approximately 70 per cent. being invested in larger follow-on series B+ and later series C+ investments to scale technology companies to fund later stage growth. The Board intends to realise value for Shareholders through exiting these investments over time.
The Initial Portfolio is balanced across four sectors: Consumer Technology, Enterprise Technology, Hardware and Healthcare. The weightings of the Initial Portfolio as at 31 December 2015 (adjusted solely for currency movements from 31 December 2015 to 30 April 2016) across these sectors are set out below.
Sector |
Percentage of the Initial Portfolio's Aggregate Valuation as at 31 December 2015* |
Consumer Technology |
25.8% |
Enterprise Technology |
40.3% |
Hardware |
11.6% |
Health & Wellness |
12.5% |
Other |
9.7% |
|
|
Total |
100% |
* Adjusted solely for currency movements from 31 December 2015 to 30 April 2016.
The Company may also enter into arrangements with certain institutional investors to provide them with the opportunity to co-invest with the Group in primary investments should it be in the Group's strategic interests to do so. The Board anticipates that such arrangements would primarily focus on the larger follow-on B+ and later C+ investment rounds referred to above.
Details of the Initial Portfolio are set out below and in more detail in the Company's Admission Document.
EIS funds
Through its ownership of Encore Ventures (an FCA authorised and regulated management vehicle), the Group manages four EIS funds, currently with a total of £19.5 million under management (approximately three quarters of which is invested). The Group receives income via management fees and performance fees from the Encore Funds and the Directors intend to continue to grow this area of the business.
Encore Ventures will typically make an initial co-investment of between £100,000 and £1 million in each of the Group's primary investments. Encore Ventures typically fixes the percentage of each deal shared with the Group on an annual basis, with periodic reviews as required. It is expected that the EIS funds will continue to co-invest in the Group's primary investments.
The Encore Funds were reviewed in the Tax Efficient Review, Issue 203, on January 2015 and were ranked as the #1 ''Growth EIS'' fund. They received a score of 88/100, the highest of any EIS fund as at January 2015.
Secondary investments
The Group will also continue to manage three legacy funds, Esprit Fund 1, Esprit Fund 2 and Esprit Fund 3(i) (the ''Historic Esprit Funds''). These funds are now in run-off, and while the Group will no longer receive management fees in respect of these funds, the Company expects them to generate carried interest for the Group depending upon the realisation of certain investments held within certain of these funds. Further details of the Historic Esprit Funds are set out in the Company's Admission Document.
The Group has a joint venture with Draper Esprit Secondaries, a separately owned and managed partnership, pursuant to which they work exclusively together on new opportunities to manage secondary investments in Europe. Further information about the team behind Draper Esprit Secondaries is set out in the Company's Admission Document. The Group expects to receive a proportion of management fees and carried interest in respect of future transactions carried out by Draper Esprit Secondaries. Draper Esprit Secondaries currently manages two funds from which it expects to generate carried interest for the Group. Draper Esprit Secondaries plans further secondary investments through its joint venture with the Group. Draper Esprit Secondaries has previously raised six venture capital secondary funds in Europe totalling €215 million and has acquired portfolios of technology companies from Vivendi, Siemens and WestLB, amongst others.
The Group may also make secondary investments from time-to-time by acquiring primary investments previously made by other investors (including investors wishing to realise their investment in the Encore Funds), and/or, where it is in the interest of the Group to do so, by acquiring other third party funds managed by the Group.
Sector focus
The Group provides early stage and growth stage technology businesses with capital, networks and management support to accelerate their international growth and development and enhance their value over the long term. The Group adopts a broad sector approach but the Directors believe that most growth and venture capital investment opportunities in Europe of the requisite size for the Company fall into the following four core sectors underpinned by digital technologies:
Consumer Technology: companies with exceptional growth opportunities in national or international markets that are underpinned by new consumer facing products, innovative business models and proven execution capabilities.
Enterprise Technology: companies developing the software infrastructure, applications and services that drive productivity improvements, convenience and cost reduction for enterprises.
Hardware: companies developing differentiated technologies that underpin advances in computing, consumer electronics and other industries.
Healthcare: companies leveraging digital and genomic technologies to create new products and services for the health and wellness markets.
The Company looks for impressive entrepreneurs across all of these core sectors. Draper Esprit diversifies risk within its portfolio by not focusing on any one sector. Many of these sectors remain significantly under-funded in Europe despite their evident strengths and the Directors believe there is considerable potential for upside returns from the companies that operate within them.
Strategy
Draper Esprit aims to seek out high growth companies originating from across Europe that, in the Directors' view:
· operate in new markets with the potential for strong cross-border or global expansion;
· have the potential to address large new markets or disrupt major existing ones, utilising disruptive
technology to achieve this;
· have competitive barriers to entry to encourage strong margins and capital efficient business models;
· have the potential to be global sector leaders;
· are run by impressive entrepreneurs who have the ability to build world-class management teams;
· are backed by strong syndicates of investors to reduce financing risk in future rounds;
· will be attractive candidates for acquisition by large corporations or public ownership by institutions by way of an IPO, with valuations ranging from US$50 million to over US$1 billion; and
· will generate multiples of invested capital for investors.
Draper Esprit intends that the later stage companies that it targets will typically:
· have in excess of £2 million in run-rate revenues at the time of the investment and be growing at more than 30 per cent. per annum and so have proven their propositions commercially; and
· be likely to have been supported by non-venture capital sources of funding or have early stage local venture capital investors, or be one of Draper Esprit's own early stage portfolio companies which has gained sufficient commercial traction.
The Group's investments, whether primary or direct secondary transactions, typically:
· secure a significant minority stake with board participation and rights in portfolio companies;
· allow the Group to participate in later follow-on funding rounds in order to minimise any
dilution where possible; and
· potentially require the Group to invest £5 million to £10 million of equity over the course of several funding
rounds in primary and secondary transactions.
Key investments
Information about some of the key investments in the Initial Portfolio is set out below.
Lyst
Lyst is an online fashion marketplace that lets people shop across over 11,500 different online stores using a single check-out. Lyst was founded in 2010. Lyst is differentiated from other ''aggregation'' websites by the size of the pool of online stores and designers that it aggregates. Lyst develops technology to personalise the experience for visitors, suggesting new items to customers based on previous purchases, with a real-time ability to show the customer what is actually in stock and where.
Lyst raised US$35 million in 2015 from investors including Group Arnault (owner of LVMH Moet Hennessy Louis Vuitton SE), with support from existing investors Accel, Balderton and the Group.
SportPursuit
SportPursuit was founded in 2011 as a UK-based sport-specific e-commerce website where members receive access to sales from brand partners targeting the technical sportswear and outdoor clothing and equipment space. The company offers up to 70 per cent. off sports and outdoor brands. SportPursuit has customers in the UK, Australia, Germany, France and Scandinavia. It aims to be the world's largest private shopping club for sports enthusiasts.
Investors include CIT Growth Capital, Scottish Equity Partners and the Group.
Trustpilot
Founded in 2007, Trustpilot is a global, multi-language review community. Trustpilot has customers in 65 countries including Denmark, Sweden, the U.K., France, Italy, Germany and the Netherlands, as well as the U.S. The company has locations in New York, London, Copenhagen and Melbourne. Trustpilot's aim is to build the world's single most trusted review company.
Trustpilot raised US$73.5 million in 2015 led by Vitruvian Partners, alongside existing investors, the Group, Index Ventures, Northzone and SEED Capital Denmark.
Qosmos
Qosmos is a software company with a strong presence in the market for IP traffic classification and network intelligence technology used in physical, 'software-defined networking' and 'network functions virtualisation' architectures. The company supplies software to vendors who embed realtime application visibility in their products for traffic optimization, service chaining, quality of service, analytics, cyber security and more.
Qosmos has its headquarters in Paris, France. The company has regional headquarters in Silicon Valley and Singapore as well as local offices in London and Tokyo.
Investors include Alven Capital France, BPI, Gfk and the Group.
M-Files
M-Files is a software company which provides enterprise information management (EIM) solutions to eliminate information silos and provides access to content from core business systems and devices. The M-Files EIM system is used as a single platform for managing front office and back office business operations, which improves productivity and quality while ensuring compliance with industry regulations and standards.
M-Files investors include the Group, Finnish Industry Investment and Partech Ventures.
Conversocial
Conversocial aims to be the leading provider of cloud-based social customer service solutions using analytics to provide accurate, actionable insights on customer trends over time and comprehensive application program interfaces that integrate into customer relationship management and contact centre technologies.
Conversocial is expanding its executive team to help innovate its product as companies invest in customer service applications in order to accelerate their customer engagement. During the past year, Conversocial has increased its office presence and has recorded new client wins across North America, UK and Europe.
Conversocial raised US$11 million in 2015 from Dawn Capital, previous investor Octopus and the Group.
Movidius
Movidius is a provider of low power integrated circuits and software to enable visual sensing and computer vision for mobile devices and the internet of things. The company's Myriad product is a computationally powerful but power efficient vision processing unit.
The company taped-out its 28nm MA2100 chip in early 2015 and successfully launched it in July 2015. They have subsequently successfully taped out a more power-efficient device - MA2150.
In 2015 Movidius raised US$40 million. The investment was led by Summit Bridge Capital, with ARCH Venture Partners, Sunny Optical Technology Group, Atlantic Bridge Capital, AIB Seed Capital Fund, Capital-E, the Group and Robert Bosch Venture Capital.
Graze (Nature Delivered Ltd)
Graze is an online and offline retailer and manufacturer of healthier snacks, operating in the UK and the USA. Founded in 2009, it developed a subscription model based on experiences of founder Graham Bosher at Lovefilm, the DVD rental business. The company has developed logistics technology that allows it to deliver cost effectively across the UK and USA and it utilises data generated from user reviews to innovate and develop new products for evolving taste preferences and growing consumer demand for wholesome on the go snack options. Graze's vision is to become the number one healthier snacking brand in the world.
Investors in Graze include Carlyle Group and Octopus alongside the Group.
Horizon Discovery
Horizon Discovery is a life science company that provides enabling products, services and research programs. Horizon was founded in 2007, and has offices in the UK, Europe and the U.S. Horizon supplies advanced research tools and expert services to organisations engaged in genomics research and the development of personalised medicines.
In addition, Horizon provides custom cell line and in vivo model generation services for research and bioproduction applications, quantitative molecular reference standards, in vivo disease models, contract research and custom screening services including for target identification and validation, and for drug combination studies.
Horizon is headquartered in Cambridge, UK, is traded on AIM and had a market capitalisation of £163.4 million as at 31 May 2016.
Board
The board of directors of the Company comprises the following:
Karen Slatford (age 59) (Non-executive Chair)
Between 1983 and 2001 Karen was at Hewlett Packard, where in 2000 she became Vice President and General Manager Worldwide Sales & Marketing for the Business Customer Organisation. She was responsible for sales of all Hewlett Packard's products, services and software to business customers globally. Since 2001, Karen has held various roles at board level at a range of technology companies, including Portwise AB, Via Networks, Inc, Compel Group plc, HAL Knowledge Systems, and Stepstone ASA. She is currently chair of The Foundry, a leading special effects software company, the senior independent non-executive director and chair of the nominations committee of Micro Focus International, chair of ECI Debitoor Limited and nonexecutive director at both Intelliflo Ltd and Accesso Technology Group plc. Karen holds a BA Honours degree in European Studies from Bath University and a Diploma in Marketing.
Simon Cook (age 47) (Chief executive officer)
Simon has been active in the UK venture capital industry since 1995. Previously, Simon was a partner with Cazenove and with Elderstreet Investments and a director at 3i in Cambridge. In 2006, he led the management buy-out of Cazenove Private Equity and acquisition of Prelude Ventures and he negotiated the Group's partnership with the Draper Venture Network. Simon has invested in a number of successful technology start-ups including Cambridge Silicon Radio (IPO), Virata (IPO), Horizon Discovery (IPO), nCipher (IPO), Lovefilm (sold to Amazon), Zeus (sold to Riverbed) and KVS (sold to Veritas). Simon currently works as a director or observer with Graze, Lyst, SportPursuit, Crowdcube and Trustpilot. Prior to venture capital, Simon worked as a strategy and IT consultant at KPMG, where he established the Digital Media strategy consulting practice, and as a computer games developer including running his own development company started at age 19. Simon is a graduate of University of Manchester Institute of Science and Technology (UMIST) with a BSc in Computation. Simon is a former member of the EVCA Venture Platform group and was voted VC personality of the year 2008.
Stuart Chapman (age 46) (Chief operating officer)
Prior to joining the Group, Stuart was a partner with 3i Ventures in London. He was also a founding partner of 3i US, based in Menlo Park, CA from 1999 until 2003. Stuart had 13 years of venture capital experience with 3i in Europe and the US. While he was in the US, Stuart was responsible for 3i's investments in Still Secure, CollegeNet, Appshop and Digital 5. Following his return from the US in October 2003 he was responsible for 3i's investments in The Cloud (sold to Sky), Searchspace and Magic 4 (sold to Openwave). Stuart was responsible for Esprit's investments in Lagan Technology and currently manages Achica and M-Files. Stuart is a member of the British Venture Capital Association Venture Committee. Prior to 3i, Stuart was involved in software and systems implementations for Midland Bank. He is a graduate of Loughborough University.
Grahame Cook (age 58) (Non-executive director)
Grahame Cook is an experienced FTSE and AIM non-executive, with extensive experience as an audit committee chairman. With a background in banking, where he has specialised in the life sciences, pharma and biotech sectors, Grahame has over 20 years' experience of M&A, equity capital markets and investor relations. Grahame started his career at Arthur Andersen, where he qualified as a chartered accountant and worked within audit and corporate investigations. Subsequent positions include at UBS, where he was a member of the global investment banking management committee and global head of equity advisory, and at WestLB Panmure, where he was joint chief executive officer. Grahame currently sits on a number of boards including Horizon Discovery plc, and chairs four, including Sinclair Pharma plc and Morphogenesis Inc.
Richard Pelly (age 60) (Non-executive director)
Up until April 2014, Richard was the Chief Executive of the European Investment Fund (''EIF''), Europe's largest investor in venture capital funds. Before joining EIF in April 2008, Richard was managing director of structured asset finance at Lloyds TSB Bank in London from 2005-2007. From 1998-2005, he worked for GE Capital, first as chairman and CEO of Budapest Bank in Hungary and then as CEO of UK Business Finance within GE Commercial Finance. Prior to his career at GE, Richard worked for Barclays Bank in various functions in the UK and in France from 1977-1997, including business development, corporate finance, structured finance and retail banking. Richard holds an honours degree in psychology from Durham University, a diploma from the Institute of Bankers and obtained an MBA with distinction from INSEAD Fontainebleau. In 2003, he was awarded an OBE in the Queen's Honours List for Services to the community in Hungary.
Issue statistics
· Issue Price £3.00/€3.87(1)
· Number of Placing Shares 15,520,547(2)
· Number of Subscription Shares 10,700,000
· Number of Consideration Shares 15,953,362(3)
· Number of Ordinary Shares in issue on Admission 40,673,909
· Market capitalisation of the Company at the Issue Price immediately following Admission £122,021,727
· Gross proceeds of the Placing and the Subscription £74,161,641(4)
· Gross proceeds of the Placing and the Subscription as a percentage of market capitalisation on Admission 60.8 per cent.(4)
· Net proceeds of the Placing and the Subscription c.£69.4 million(4)
(1) From Admission, the price per Ordinary Share will be expressed in Sterling on AIM and in Euros on the ESM.
(2) Consisting of 14,020,547 New Ordinary Shares and 1,500,000 Sale Shares.
(3) Consisting of 8,000,000 Ordinary Shares as consideration for the acquisition of Esprit Capital and 7,953,362 Ordinary Shares as part consideration for the acquisition of Esprit Fund 3.
(4) Not including the proceeds from the sale of 1,500,000 Sale Shares under the Placing.
Dealing codes
The dealing codes for the Ordinary Shares are as follows:
· ISIN GB00BY7QYJ50
· SEDOL (AIM) BY7QYJ5
· SEDOL (ESM) BYZY4T1
· Ticker (AIM) GROW
· Ticker (ESM) GRW
IMPORTANT NOTICE
The information contained in this announcement is for information purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
This announcement does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, Shares in any jurisdiction where such offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company or Numis, Goodbody or Zeus. The offer and sale of Shares has not been and will not be registered under the applicable securities laws of Canada, Australia, Japan, New Zealand or the Republic of South Africa. Subject to certain exemptions, the Shares may not be offered to or sold within Canada, Australia, Japan, New Zealand or the Republic of South Africa or to any national, resident or citizen of Canada, Australia, Japan, New Zealand or the Republic of South Africa.
The Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), or the securities laws of any other jurisdiction of the United States. The Shares may not be offered or sold, directly or indirectly, in or into the United States (except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the US Securities Act). No public offering of the Shares is being made in the United States. The Shares are being offered and sold only outside the United States in "offshore transactions" within the meaning of, and in reliance on, Regulation S under the US Securities Act ("Regulation S").
The Shares have not been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed on or endorsed the merits of the Placing or the accuracy or adequacy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States.
The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, Japan or the Republic of South Africa and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan or the Republic of South Africa or to any national, resident or citizen of Australia, Canada, Japan or the Republic of South Africa.
The distribution of this announcement outside the UK and the Republic of Ireland may be restricted by law. No action has been taken by the Company, Numis, Goodbody or Zeus that would permit a public offer of Shares in any jurisdiction outside the UK or possession of this announcement where action for that purpose is required. Persons outside the UK who come into possession of this announcement should inform themselves about the distribution of this announcement in their particular jurisdiction. Failure to comply with those restrictions may constitute a violation of the securities laws of such jurisdiction.
This announcement is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (i) if in a member state of the European Economic Area, qualified investors within the meaning of article 2(1)(e) of the Prospectus Directive ("Qualified Investors"); or (ii) if in the United Kingdom, Qualified Investors and fall within: (a) article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (b) article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order (all such persons together being referred to as "Relevant Persons"). The term "Prospectus Directive" means Directive 2003/71/EC as amended and includes any relevant implementing measures in each member state of the European Economic Area.
This announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This announcement does not itself constitute an offer for sale or subscription of any securities in the Company.
Numis and Zeus are authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA') and are advising the Company and no one else in connection with the Placing and the Company's admission to AIM. Numis is acting exclusively for the Company as nominated adviser and broker for the purpose of the AIM Rules for Companies.
Goodbody is authorised and regulated by the Central Bank of Ireland and is advising the Company and no one else in connection with the Placing and the Company's admission to ESM. Goodbody is acting exclusively for the Company as ESM adviser and broker for the purpose of the ESM Rules for Companies.
None of Numis, Goodbody or Zeus will be responsible to any person other than the Company for providing the protections afforded to its customers, nor for providing advice in relation to the Placing and Admission or the contents of this announcement. In particular, the information contained in this announcement has been prepared solely for the purposes of Admission and is not intended to inform or be relied upon by any subsequent purchasers of ordinary shares (whether on or off exchange) and accordingly no duty of care is accepted in relation to them. Without limiting the statutory rights of any person to whom this announcement is issued, no representation or warranty, express or implied, is made by Numis, Zeus or Goodbody as to the contents of this announcement. No liability whatsoever is accepted by Numis, Zeus or Goodbody for the accuracy of any information or opinions contained in this announcement, for which the directors of the Company are solely responsible, or for the omission of any information from this announcement for which it is not responsible.
FORWARD-LOOKING STATEMENTS
This announcement contains forward looking statements relating to the Company's future prospects, developments and strategies, which have been made after due and careful enquiry and are based on the directors of the Company's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements are identified by their use of terms and phrases such as "believe", "could", "envisage", "estimate", "intend", "may", "plan", "will" or the negative of those, variations or comparable expressions, including references to assumptions. The directors of the Company believe that the expectations reflected in these statements are reasonable, but may be affected by a number of variables which could cause actual results or trends to differ materially. Each forward-looking statement speaks only as of the date of the particular statement.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
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.
