The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement via a Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN, NEW ZEALAND OR ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL SECURITIES LAWS OR REGULATIONS.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY NEW ORDINARY SHARES, NOR SHALL IT (OR ANY PART OF IT), OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, OR ACT AS ANY INDUCEMENT TO ENTER INTO, ANY CONTRACT OR COMMITMENT WHATSOEVER WITH RESPECT TO THE PROPOSED PLACING.
CYANCONNODE HOLDINGS PLC
("CyanConnode" or the "Company")
Proposed Placing of up to 230,441,804 New Ordinary Shares,
Proposed Subscription of up to 1,676,470,588 New Ordinary Shares and
Notice of General Meeting
CyanConnode, the world leader in narrowband radio mesh networks, is pleased to announce its intention to conduct a fundraising of up to approximately £3.2 million (before expenses) through a proposed placing of 230,441,804 ordinary shares of 0.01 pence each ("Placing Shares") (the "Placing") and a proposed subscription of 1,676,470,588 New Ordinary Shares (the "Subscription"). The New Ordinary Shares will rank pari passu in all other respects with the Company's existing ordinary shares of 0.01 pence each (the "Existing Ordinary Shares").
The Placing of New Ordinary Shares is being offered by way of an accelerated bookbuild ("Bookbuild"), which will be launched immediately following this announcement. Cantor Fitzgerald Europe ("Cantor Fitzgerald") and Beaufort Securities Limited ("Beaufort") will be acting as joint bookrunners. The Company will also make up to 1,676,470,588 New Ordinary Shares available for subscription directly from certain key shareholders (the "Subscription"). Both the Placing and Subscription are being made by long term strategic, UK institutional and EIS/VCT investors who are supportive of the Company as it continues to secure a market leading position.
The net proceeds of the Placing and Subscription (together the "Fundraising") will be used to support the Company on its journey to large scale commercialisation, and specifically:
· to fund staffing costs for the delivery of customer projects won in its markets, as well as to secure new orders and maintain CyanConnode's leadership position in key markets;
· for the development and delivery of solutions that are being specifically requested by customers;
· to further develop CyanConnode's narrowband mesh network solutions to retain a competitive advantage;
· to further invest in business development initiatives to capitalise on opportunities in the Company's existing emerging markets and to secure orders in additional markets;
· for the integration of CyanConnode's solution into additional Tier 1 meter manufacturer partners, which will allow CyanConnode to target larger contracts; and
· for ongoing growth and development.
The Issue Price represents a discount of approximately 5.6 per cent. to the mid-market closing price of 0.18 pence on 16 March 2017. The Fundraising is not being underwritten and is conditional on, inter alia, on the passing of the Resolutions by Shareholders at the General Meeting of the Company to be held at the Company's registered office, Merlin Place, Milton Road, Cambridge, CB4 0DP at 11.00 a.m. on 3 April 2017.
The Company has obtained irrevocable undertakings from the Directors to vote in favour of the Resolutions in respect of, in aggregate, 762,749,530 Ordinary Shares, representing 4.79 per cent. of the Existing Ordinary Shares in issue.
The New Ordinary Shares will represent approximately 10.7 per cent. of the issued share capital of the Company as enlarged by the Fundraising (the "Enlarged Share Capital").
Further information on the Fundraising is contained within the Circular which is expected to be posted to Shareholders later today.
Related Party Transaction
John Stamp is a substantial shareholder of the Company, being interested in 13.62 per cent of the Company's share capital. Nightingale (being an associate company of John Stamp) constitutes a related party of the Company and its participation in the Subscription is considered a related party transaction under the AIM Rules for Companies. The Directors of CyanConnode, having consulted with the Group's nominated adviser, Cantor Fitzgerald Europe, consider that the terms of Nightingale's investment are fair and reasonable insofar as the Company's shareholders are concerned.
Following Admission, John Stamp will be interested in 3,343,137,254 ordinary shares of 0.01 pence each, representing 18.77 per cent of the Company's issued share capital.
Expected Timetable
Announcement of the Placing and Subscription |
17 March 2017 |
Latest time for receipt of Forms of Proxy |
11.00 a.m. on 30 March 2017 |
General Meeting |
11.00 a.m. on 3 April 2017 |
Admission of the First EIS Shares |
4 April 2017 |
Admission of the Second EIS Shares |
6 April 2017 |
Admission of the General Shares |
7 April 2017 |
Admission and commencement of dealings in the Enlarged Share Capital expected to commence on AIM |
by 8.00 a.m. on 7 April 2017 |
Definitive share certificates to be dispatched by |
by 21 April 2017 |
Each of the times and dates above is subject to change. Any such change will be notified by an announcement on a Regulatory Information Service.
For further information, please contact:
CyanConnode Holdings plc |
Tel: +44 (0) 1223 225060 |
John Cronin, Executive Chairman |
www.cyanconnode.com |
|
|
Cantor Fitzgerald Europe - Nomad and Broker |
Tel: +44 20 7894 7000 |
Andrew Craig / Richard Salmond |
|
|
|
Beaufort Securities Limited - Joint Broker |
Tel: +44 (0) 20 7382 8300 |
Jon Belliss |
|
|
|
Walbrook PR - Financial PR |
Tel: +44(0) 20 7933 8780 |
Paul Cornelius/Nick Rome |
[email protected] |
About CyanConnode
CyanConnode is a world leader in narrowband RF mesh networks that enable Omni Internet of Things (IoT) communications. Its innovative solutions use sub GHz frequencies and are optimised for exceptional performance. Ultimesh solutions provide end-to-end quality of service and total cost of ownership and Panmesh delivers standards-based IPv6 solutions, enabling rapid innovation for the implementation of 3rd party applications. Through its global partner eco-system, CyanConnode provides customers with the flexibility and choice required to converge networks for applications in smart cities and IoT, delivering increased customer value.
For more information, please visit www.cyanconnode.com.
Forward-looking statements
This announcement contains statements about CyanConnode Holdings plc that are or may be deemed to be "forward-looking statements".
All statements, other than statements of historical facts, included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by, or that include, the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "anticipates", "estimates", "projects", "would", "could", "continue" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include, without limitation, statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects and (ii) business and management strategies and the expansion and growth of the operations of CyanConnode Holdings plc.
These forward-looking statements are not guarantees of future performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Investors should not place undue reliance on such forward-looking statements and, save as is required by law or regulation (including to meet the requirements of the AIM Rules, the Prospectus Rules and/or the FSMA), CyanConnode Holdings plc does not undertake any obligation to update publicly or revise any forward-looking statements (including to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based). All subsequent oral or written forward-looking statements attributed to CyanConnode Holdings plc or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements contained in this announcement are based on information available to the Directors of CyanConnode Holdings plc at the date of this announcement, unless some other time is specified in relation to them, and the posting or receipt of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date.
Proposed Placing of 230,441,804 New Ordinary Shares and Subscription for 1,676,470,588 New Ordinary Shares at
0.17 Pence Per Share
and
Notice of General Meeting
1 Introduction
The Company has announced today that it is proposing to raise £3.2 million (before the deduction of fees and expenses) through a Placing and Subscription comprising the issue of 230,441,804 Placing Shares and 1,676,470,588 Subscription Shares at 0.17 pence per New Ordinary Share.
Each of the Placing and Subscription are conditional, inter alia, on the passing of the Resolutions at the General Meeting, Admission becoming effective by no later than 8.00 a.m. on 7 April 2017 (or such other time and/or date, being no later than 30 April 2017, as the Company and Cantor Fitzgerald may agree) and the Placing Agreement between the Company, Cantor Fitzgerald and Beaufort becoming unconditional and not being terminated prior to Admission (in accordance with its terms). It is expected that the First EIS Shares will be admitted to trading on AIM on or around 8.00 a.m. on 4 April 2017, that the Second EIS Shares will be admitted to trading on AIM on or around 8.00 a.m. on 6 April 2017 and that the General Placing and Subscription Shares will be admitted to trading on AIM on or around 8.00 a.m. on 7 April 2017.
The Board believes that raising equity finance by way of the Placing and Subscription is the most appropriate method of financing for the Company at this time. This allows both existing and new institutional investors to be targeted and to participate in the Placing and to provide additional growth and development funding for the Company. The Board believes that the potential value creation for the benefit of Shareholders arising from the Placing and Subscription outweigh the dilutive effects of the Fundraising.
In the event that the Placing and Subscription do not complete, the Placing will not proceed.
The purpose of this announcement is to set out the reasons for, and provide further information on, the Placing and Subscription, to explain why the Board considers the Placing and Subscription to be in the best interests of the Company and its Shareholders as a whole and why the Directors unanimously recommend that Shareholders vote in favour of the Resolutions, as they have irrevocably undertaken to do so in respect of their own beneficial holdings of 762,749,530 Ordinary Shares, in aggregate representing approximately 4.79 per cent. of CyanConnode's issued share capital on 16 March 2017 (being the last Business Day prior to publication of this announcement).
At the end of this announcement Shareholders will find a notice convening the General Meeting at which the Resolutions will be proposed by the Directors. The General Meeting has been convened for 11.00 a.m. on 3 April 2017 and will take place at the Company's registered office, Merlin Place, Milton Road, Cambridge, CB4 0DP.
2 Background to and reasons for the Fundraising
Current trading
Over the last four months, CyanConnode has announced orders relating to a significant number of units of its narrowband radio mesh network solution:
· Bangladesh (February 2017)
- $5.4 million order for 150,000 unit smart metering deployment
- Half of the order is for hardware/services to be delivered over 12-18 months
- Half of the order is for recurring revenue software licenses with a ten year contract term
· HM Power Sweden (February 2017)
- Order for 100,000 software licenses
· Tata Power Mumbai (December 2016)
- Third order from Larsen & Toubro for deployment of 4,700 smart meters
· Landis + Gyr (December 2016)
- €230,000 order for legacy Connode C3 solution
· E.ON (December 2016)
- Pilot project in Hyllie, Sweden
- Upsell of legacy Connode C3 to new Panmesh solution at utility who have been a customer since 2006
Building on the Company's recent momentum, CyanConnode is actively pursuing a number of projects which the Directors believe have a greater than 50% chance of success and an overall significant pipeline of 94 opportunities.
In November 2016, the UKDCC announced the official "go-live" of the UK SMIP and the commencement of operations at the data centre for communication between consumers and the utilities. Consequently, the rollout of smart metering can now commence during the current year and will involve the installation of 53 million gas and electricity meters nationwide before the UK government's targeted completion date of 2020.
CyanConnode was selected by Telefonica and Toshiba to provide a software platform that uses narrowband mesh technology to complement Telefonica's existing cellular network, allowing previously off-grid households to be reached as part of the SMIP. Telefonica was awarded a contract as the preferred communications service provider in two out of the three regions tendered by the UK Government. Telefonica's SMIP solution utilises its existing cellular network in the UK, supported by CyanConnode's C4 solution, which connects households without reliable cellular coverage (known as "not-spots" by the mobile network operators). The CyanConnode software license and support fee revenue is expected to total £25 million over the life of the contract and we are pleased to note that the 2016 milestones under the UK SMIP contract were successfully delivered.
The Company is proposing to raise a total of £3.2 million (before deduction of fees and expenses) from the Fundraising, which is considered by the Directors to be in the best interests of Shareholders as it will enable the Company to pursue its stated strategy more effectively. The reasons for the Fundraising are set out below.
The Directors believe that CyanConnode remains in a strong position to secure substantial revenues from a large global market and that the Company has an opportunity to maintain its leadership position in the narrowband mesh networks market, particularly in emerging markets.
In order to properly exploit this market opportunity and secure additional orders in the Company's target markets, to deliver against the Company's existing customer commitments and to further develop CyanConnode's solutions to ensure it retains its competitive advantage, further investment by the Company is required. The Fundraising will help to provide the Company with the cash resources required for this investment.
Use of Proceeds
The net proceeds of the Fundraising will be used:
• to fund staffing costs for the delivery of customer projects won in its markets, as well as to secure new orders and maintain CyanConnode's leadership position in key markets;
• for the development and delivery of solutions that are being specifically requested by customers;
• to further develop CyanConnode's narrowband mesh network solutions to retain a competitive advantage;
• to further invest in business development initiatives to capitalise on opportunities in the Company's existing emerging markets and to secure orders in additional markets;
• for the integration of CyanConnode's solution into additional Tier 1 meter manufacturer partners, which will allow CyanConnode to target larger contracts; and
• for ongoing growth and development.
CyanConnode's leadership team and Board of Directors remain highly motivated and confident in both the Company's existing pipeline of opportunities and the future prospects of the business.
3 Details of the Placing and Subscription
It was announced on 17 March 2017 that the Company proposes to raise, in aggregate, £3.2 million (approximately £3.1 million net of expenses) by way of a Placing of 230,441,804 Placing Shares and a Subscription for 1,676,470,588 Subscription Shares with certain new and existing investors representing 10.7 per cent. of the Enlarged Share Capital, at an Issue Price of 0.17 pence per Ordinary Share. Cantor Fitzgerald and Beaufort have conditionally agreed to place all of the Placing Shares pursuant to the Placing Agreement.
The Issue Price of 0.17 pence per New Ordinary Share represents a discount of 5.6 per cent. to the closing price of 0.18 pence on 16 March 2017, being the last Business Day prior to the publication of the announcement of the Fundraising. The Board unanimously agrees that the level of discount and method of issue are appropriate to secure the investment necessary in order to provide funds for the growth and development of the Company.
In connection with the Placing, the Company has entered into the Placing Agreement with Cantor Fitzgerald and Beaufort Securities, pursuant to which they have agreed to use reasonable endeavours, as agents on behalf of the Company, to procure placees for the Placing Shares at the Issue Price and have agreed to conditionally place the Placing Shares with certain new and existing investors. The Placing and Subscription are conditional, inter alia, on:
· the passing of the Resolutions at the General Meeting;
· the conditions in the Placing Agreement being satisfied or (if applicable) waived and the Placing Agreement not having been terminated in accordance with its terms prior to Admission; and
· Admission becoming effective by no later than 8.00 a.m. on 7 April 2017 (or such later time and/or date, being no later than 8.00 a.m. on 30 April 2017, as the Company and Cantor Fitzgerald/Beaufort may agree).
Accordingly, if any of these conditions are not satisfied or, if applicable, waived, the Placing will not proceed.
In connection with the Subscription, the Subscribers have entered into the Subscription Agreements.
Related Party Transaction
John Stamp is a substantial shareholder of the Company, being interested in 13.62 per cent of the Company's share capital. Nightingale (being an associate company of John Stamp) constitutes a related party of the Company and its participation in the Subscription is considered a related party transaction under the AIM Rules for Companies. The Directors of CyanConnode, having consulted with the Group's nominated adviser, Cantor Fitzgerald Europe, consider that the terms of Nightingale's investment are fair and reasonable insofar as the Group's shareholders are concerned.
Following Admission, John Stamp will be interested in 3,343,137,254 ordinary shares of 0.01 pence each, representing 18.77 per cent of the Company's issued share capital.
Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. The New Ordinary Shares will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares following Admission. It is expected that Admission will become effective, and that dealings in all of the New Ordinary Shares on AIM will have commenced by 8.00 a.m. on 7 April 2017.
4 Terms of the Placing Agreement
Under the terms of the Placing Agreement, Cantor Fitzgerald and Beaufort have each conditionally agreed to use their reasonable endeavours, as agent to the Company, to place the Placing Shares at the Issue Price with certain institutional and other investors.
The Placing has not been underwritten by Cantor Fitzgerald, Beaufort or any other party.
The Placing Agreement provides for payment by the Company to each of Cantor Fitzgerald and Beaufort certain fees and commissions. In addition, Beaufort will, conditional on the Resolutions being passed, receive the Corporate Finance Warrants.
The Placing Agreement contains customary warranties given by the Company to each of Cantor Fitzgerald and Beaufort in relation to, inter alia, the accuracy of the information in this announcement, certain financial information and other matters relating to the Group and its business. In addition the Company has agreed to indemnify Cantor Fitzgerald, Beaufort and any other Relevant Person (as such term is defined in the Placing Agreement) in respect of certain liabilities that Cantor Fitzgerald, Beaufort and any other Relevant Person may incur in connection with the Placing.
Cantor Fitzgerald is entitled to, having consulted with Beaufort and the Company to the extent practicable, but in Cantor Fitzgerald's absolute discretion, terminate the Placing Agreement in certain customary circumstances prior to Admission, including:
· where any statement contained the Placing Documents (as such term is defined in the Placing Agreement) or any of the warranties or given by the Company to Cantor Fitzgerald and Beaufort are found not to be true or accurate or were misleading and which in any such case is material in the context of the Placing;
· the occurrence of certain force majeure events or a material adverse change in (amongst other things) the financial or political conditions in the United Kingdom (which in the opinion of Cantor Fitzgerald and Beaufort, materially adversely affects, or makes it inadvisable to proceed with the Placing); or
· the failure of the Company to comply with any of its obligations under the Placing Agreement.
If this right is exercised, the Placing will not proceed.
The Placing Agreement is not subject to any right of termination after Admission.
5 Enterprise Investment Scheme
The following paragraphs are intended as a general guide only for Shareholders who are resident and ordinarily resident in the United Kingdom for tax purposes, holding Ordinary Shares as investments and not in the course of a trade, and are based on current legislation and HMRC practice. Any prospective subscriber or purchaser of Ordinary Shares who is in any doubt about his tax position or who is subject to taxation in a jurisdiction other than the UK, should consult his own professional adviser immediately.
The Company intends to operate so that it qualifies for the taxation advantages offered under EIS. The main advantages are as follows:
(i) Individuals can claim a tax credit of 30 per cent. of the amount invested in the Company against their UK income tax liability, (provided they have a sufficient tax liability to reclaim this amount), thus reducing the effective cost of their investment to 70 pence for each £1 invested. However, there is an EIS subscription limit of £1,000,000 in each tax year and, to retain the relief, the EIS Placing Shares must be held for at least three years.
(ii) UK investors (individuals or certain trustees) may defer a chargeable gain by investing the amount of the gain in the Company. There is no limit to the level of investment and, therefore, to the amount of gain which may be deferred in this way. Note that the deferred gain will come back into charge when the EIS shares are disposed of, or if the Company ceases to qualify as an EIS company within the three year qualifying period.
(iii) There is no tax on capital gains made upon disposal after the three year period ("Qualifying Period") of shares in an EIS qualifying company on which income tax relief has been given and not withdrawn.
(iv) If a loss is made on disposal of the Ordinary Shares at any time, the amount of the loss (after allowing for any income tax relief initially obtained) can be set off against either the individual's gains for the tax year in which the disposal occurs, or, if not so used, against capital gains of a subsequent tax year, or against the individual's income of the tax year of the disposal or of the previous tax year.
(v) Provided a Shareholder has owned Ordinary Shares in the Company for at least two years and certain conditions are met at the time of transfer, 100 per cent. business property relief will be available, which reduces the inheritance tax liability on the transfer of EIS Placing Shares to nil.
The amount of relief an investor may gain from an EIS investment in the Company will depend on the investor's individual circumstances.
Changes to the legislation that came into effect from 18 November 2015 now mean that an individual can only be eligible for EIS relief on the purchase of shares if all shares held by that investor are either risk based shares (that is shares for which an EIS compliance statement has been issued) or subscriber shares.
Qualifying Period
In order to retain the EIS reliefs, an investor must hold their shares for at least three years. A sale or other disposal (other than an inter-spousal gift or a transfer on death) will result in any income tax relief that has been claimed being clawed back by HMRC. Additionally, any capital gains deferred will come back into charge and the capital gains tax exemption will be lost. It is the investor's responsibility to disclose a disposal to HMRC.
Additionally, if the Company ceases to meet certain qualifying conditions within three years from the date of the share issue, the tax reliefs will be lost. This will be shown as the "Termination Date" on the EIS3 certificate which the Company will issue to investors following formal approval of the share issue by HMRC.
Advance Assurance of EIS Status
In order for investors to claim EIS reliefs relating to their shares in the Company, the Company has to meet a number of rules regarding the kind of company it is, the amount of money it can raise, how and when that money must be employed for the purposes of the trade, and the trading activities carried on. The Company must satisfy HMRC that it meets these requirements and is therefore a qualifying company.
The Company has received advanced assurance from HMRC that it would be able to issue shares that are eligible for the EIS regime.
The Directors do not give any warranty or other assurance as to the availability of EIS relief - prospective investors who may be eligible for relief are strongly recommended to consult their own professional advisers particularly on the conditions which must be satisfied to obtain such relief, the nature of the tax advantages which may be obtained, and the circumstances in which relief may be forfeited.
6 General Meeting
A notice convening the GM to be held at the Company's registered office, Merlin Place, Milton Road, Cambridge, CB4 0DP at 11.00 a.m. on 3 April 2017 is set out at the end of this announcement. The Resolutions to be proposed at that meeting are summarised below. Resolution 1 is to be passed as an ordinary resolution. This means that for resolution 1 to be passed, more than half the votes cast must be in favour of the resolution. Resolution 2 is to be proposed as a special resolution. This means that in order for resolution 2 to be passed, at least three-quarters of the votes cast must be in favour of the resolution:
· Resolution 1 - allotment of the Placing Shares, the Subscription Shares, and further Ordinary Shares
Resolution 1 empowers the Directors to allot Ordinary Shares in connection with the Fundraising, the Corporate Finance Warrants, and up to one third of the Enlarged Issued Share Capital.
· Resolution 2 - non pre-emptive allotment of the Placing Shares, the Subscription Shares, and further Ordinary Shares
Resolution 2 empowers the Directors to allot, or where appropriate, issue, Ordinary Shares for cash otherwise than in accordance with the statutory pre-emption provisions set out in the Companies Act in connection with the Fundraising, the Corporate Finance Warrants, and additionally up to 10 per cent. of the Enlarged Issued Share Capital.
7 Directors' Shareholdings
The beneficial and non-beneficial interests of the Directors in Ordinary Shares as at the date of this announcement and following the Placing and Subscription are set out in the table below.
In the Company's announcement dated 14 June 2016, it set out that all Directors had agreed to receive shares in the Company at the placing price of 0.18 pence per Ordinary Share rather than receive any remuneration that became due during the period 1 July 2016 to 30 June 2017 in cash, and certain employees had agreed to receive shares in the Company at the placing price of 0.18 pence per Ordinary Share rather than any bonuses that became due during the same period. This program is still underway at the time of this Fundraising, with the Directors continuing to take all remuneration in shares through to 30 June 2017.
The Directors have made substantive investments in the equity of the Company as set out in the table below:
|
Date of this announcement and immediately following the Fundraising |
Amount invested to date |
|
|
Number of Ordinary Shares |
Percentage of Existing Ordinary Share capital |
£'000 |
|
Director |
|
|
|
|
John Cronin |
386,090,662 |
2.43 |
790 |
|
Simon Smith |
210,633,681 |
1.32 |
510 |
|
Dr. John Read |
54,817,111 |
0.34 |
270 |
|
Harry Berry |
96,559,292 |
0.61 |
200 |
|
Paul Ratcliff |
14,648,784 |
0.09 |
26 |
|
TOTAL |
762,749,530 |
4.79 |
1,796 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8 Irrevocable Undertakings
The Directors have irrevocably undertaken to vote in favour of the Resolutions in respect of their own beneficial holdings of 762,749,530 Ordinary Shares, in aggregate representing approximately 4.79 per cent. of CyanConnode's issued share capital on 16 March 2017 (being the last Business Day prior to publication of this announcement).
9 Recommendation
The Directors believe that the Resolutions to be proposed at the General Meeting are in the best interests of the Company and Shareholders as a whole and unanimously recommend that Shareholders vote in favour of the Resolutions. Each of the Directors has irrevocably undertaken to vote in favour of the Resolutions in respect of, in aggregate, 762,749,530 Ordinary Shares, representing approximately 4.79 per cent. of the Ordinary Shares in issue on 16 March 2017 (being the last Business Day prior to publication of this Circular).
DEFINITIONS
In this announcement, the following defined terms have the following meaning:
"Admission" |
admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules; |
"AIM" |
the market of that name operated by the London Stock Exchange; |
"AIM Rules" |
together, the AIM Rules for Companies and the AIM Rules for Nominated Advisers; |
"Beaufort" |
Beaufort Securities Limited, 63 St Mary Axe, London, EC3A 8AA, as joint broker to the Company; |
"Board" or "Directors" |
the directors of CyanConnode whose names are set out on page 4 of this announcement; |
"Business Day" |
any day on which banks are usually open in England and Wales for the transaction of business, other than a Saturday, Sunday or public holiday; |
"Cantor Fitzgerald" |
Cantor Fitzgerald Europe, One Churchill Place, Canary Wharf, London E14 5RB, as Nominated Adviser and Joint Broker to the Company; |
"City Code" |
the City Code on Takeovers and Mergers; |
"Companies Act" |
the Companies Act 2006 (as amended); |
"Company" or "CyanConnode" |
CyanConnode Holdings plc, a company incorporated and registered in England and Wales with company number 04554942; |
"Corporate Finance Warrants" |
the 1,480,000 warrants created under the Corporate Finance Warrant Instrument to subscribe for Ordinary Shares during the six months following Admission (on the basis of one Corporate Finance Warrant for one Ordinary Share) exercisable at 0.1962 pence (being the volume weighted average share price of Ordinary Shares for the 45 day period prior to the date of this announcement); |
"CREST" |
the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear UK & Ireland Limited; |
"EIS" |
Enterprise Investment Scheme under the provisions of Part 5 of the UK Income Tax Act 2007 (as amended); |
"EIS Placing" |
means the conditional placing of the First EIS Shares and Second EIS Shares pursuant to, amongst other things, the terms and conditions set out in the Placing Agreement; |
"EIS Placing Shares" |
means the 542,181,470 New Ordinary Shares to be issued by the Company pursuant to the EIS Placing; |
"Enlarged Share Capital" |
the Company's issued share capital immediately after the completion of the Placing and the Subscription; |
"Existing Ordinary Shares" |
the existing ordinary shares of 0.01 pence each in the capital of the Company at the date of this announcement; |
"FCA" or "Financial Conduct Authority" |
the Financial Conduct Authority; |
"First EIS Shares" |
means the 151,004,999 EIS Placing Shares to be admitted to trading on 4 April 2017; |
"Form of Proxy" |
the form of proxy attached to the Circular for use by Shareholders in connection with the GM; |
"FSMA" |
the Financial Services and Markets Act 2000; |
"Fundraising" |
together, the Placing and Subscription; |
"General Placing and Subscription" |
means the conditional placing and Subscription of General Shares pursuant to, amongst other things, the terms and conditions set out in the Placing Agreement; |
"General Shares" |
means the 1,346,730,922 New Ordinary Shares to be issued by the Company pursuant to the General Placing and Subscription; |
"GM" or "General Meeting" |
the general meeting of CyanConnode to be held at the Company's registered office, Merlin Place, Milton Road, Cambridge, CB4 0DP at 11.00 a.m. on 3 April 2017, notice of which is set out in Part 3 of the Circular; |
"HMRC" |
Her Majesty's Revenue & Customs; |
"Issue Price" |
0.17 pence per New Ordinary Share; |
"London Stock Exchange" |
London Stock Exchange plc; |
"New Ordinary Shares" |
the new ordinary shares of 0.01 pence each in the capital of the Company to be issued in connection with the Placing and the Subscription; |
"Ordinary Shares" |
the ordinary shares of 0.01 pence each in the capital of the Company; |
"Placing Agreement" |
the conditional placing agreement dated 17 March 2017 between Cantor Fitzgerald, Beaufort and the Company, details of which are set out in the letter from the Chairman; |
"Placing" |
the proposed placing by Cantor Fitzgerald and Beaufort, as agents for the Company, of the Placing Shares at the Issue Price on the terms of the Placing Agreement; |
"Placing Shares" |
230,441,804 New Ordinary Shares issued pursuant to the Placing; |
"Prospectus Rules" |
means the Prospectus Rules made by the UK Listing Authority; |
"Record Date" |
means the date of Admission; |
"Registrars" |
Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey, GU9 7DR; |
"Resolutions" |
the resolutions to be proposed at the GM, as set out in the notice of General Meeting; |
"Second EIS Shares" |
means the 391,176,471 EIS Placing Shares to be admitted to trading on 6 April 2017; |
"Shareholders" |
holders of Ordinary Shares in CyanConnode at the date of this announcement; |
"Share Option Scheme" |
the CyanConnode Holdings plc Enterprise Management Incentive Scheme; |
"SMIP" |
Smart Metering Implementation Programme; |
"Subscribers" |
investors investing in the Fundraising under the Subscription; |
"Subscription" |
the subscription for Ordinary Shares by the Subscribers at the Issue Price pursuant to the Subscription Agreements; |
"Subscription Agreements" |
the share subscription agreements between the Subscribers and the Company; |
"Subscription Shares" |
1,676,470,588 New Ordinary Shares to be issued to the Subscribers on Admission; |
"Telefonica" |
Telefonica UK Limited; |
"Toshiba" |
Toshiba Information Systems (UK) Limited; |
"UK" or "the United Kingdom" |
the United Kingdom of Great Britain and Northern Ireland; and |
"UKDCC" |
the Data Communications Company, trading as Smart DCC Limited, a wholly owned subsidiary of Capita plc and regulated by OFGEM. |
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APPENDIX - TERMS AND CONDITIONS OF THE PLACING
FOR INVITED PLACEES ONLY - IMPORTANT INFORMATION
The information contained herein is restricted and is not for publication, release or distribution in or into the United States, Australia, Canada, the Republic of Ireland, the Republic of South Africa, Japan, New Zealand or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
Each Placee should consult with its own advisers as to legal, tax, business and related aspects of any subscription for New Ordinary Shares.
These Terms and Conditions (the "Terms and Conditions") do not constitute an offer or invitation to acquire, underwrite or dispose of, or any solicitation of any offer or invitation to acquire, underwrite or dispose of, any Ordinary Shares or other securities of the Company to any person in any jurisdiction to whom it is unlawful to make such offer, invitation or solicitation in such jurisdiction. Persons who seek to participate in the Placing must inform themselves about and observe any such restrictions and must be persons who are able to lawfully receive this Announcement in their jurisdiction (all such persons being "Relevant Persons"). In particular, these Terms and Conditions do not constitute an offer or invitation (or a solicitation of any offer or invitation) to acquire, underwrite or dispose of or otherwise deal in any Ordinary Shares or other securities of the Company in the United States, Australia, Canada, the Republic of Ireland, the Republic of South Africa, Japan, New Zealand, subject to certain limited exemptions.
Members of the public are not eligible to take part in the Placing and each Placee agrees, undertakes and warrants that it is not acquiring New Ordinary Shares on behalf of members of the public or its Retail clients (as that term is defined in the Rules of the FCA), save where the Placee does so on a fully discretionary basis and without reference to any such Retail clients. In the UK, the Placing and these Terms and Conditions are directed only at persons whose ordinary activities involve them acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses and who have professional experience in matters relating to investments falling within the definition of 'investment professionals' in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or are high net worth body corporates, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49 of the Order or to whom they may otherwise lawfully be communicated.
The New Ordinary Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under any other securities legislation of any state of the United States or registered or qualified under the applicable securities laws of any province of Canada or Australia, Japan, the Republic of Ireland, New Zealand, or the Republic of South Africa. Accordingly, the New Ordinary Shares may not, subject to certain limited exceptions, be offered or sold, directly or indirectly, within the United States, any province of Canada or Australia, Japan, the Republic of Ireland, New Zealand, or the Republic of South Africa or offered or sold to, or for the account or benefit of, US persons (as defined in Regulation S of the Securities Act ("Regulation S") ("US Person")) or a national, citizen or resident of any province of Canada or Australia, Japan, the Republic of Ireland, New Zealand, or the Republic of South Africa. The New Ordinary Shares are being offered and sold outside the United States in offshore transactions complying with Regulation S, which provides an exemption from the requirement to register the offer and sale under the Securities Act.
These Terms and Conditions apply to any person who offers to subscribe for New Ordinary Shares in the Placing (and, in addition and where relevant, anyone who acts on their behalf). Each person (a "Placee") to whom these Terms and Conditions apply, as described above, who confirms his agreement, whether by telephone or otherwise, with Cantor Fitzgerald Europe or Beaufort Securities Limited to subscribe for New Ordinary Shares in the Placing, hereby agrees with Cantor Fitzgerald Europe and Beaufort Securities Limited to be legally and irrevocably bound by these Terms and Conditions which will be the Terms and Conditions on which the New Ordinary Shares will be acquired in the Placing.
Capitalised terms not otherwise defined in this Appendix are as defined in the Announcement relating to the Placing of which this Appendix forms part.
These Terms and Conditions must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which these Terms and Conditions relate is available only to Relevant Persons and will be engaged in only with Relevant Persons. A Placee may not assign, transfer, or in any manner, deal with its rights and obligations under the agreement arising from the acceptance of the Placing, without the prior written agreement of Cantor Fitzgerald Europe or Beaufort Securities Limited, in accordance with all relevant requirements.
All times and dates in this Appendix are references to times and dates in London (United Kingdom).
Terms of the Placing
Each Placee's commitment to subscribe for a fixed number of New Ordinary Shares under the Placing will be agreed orally with Cantor Fitzgerald Europe or Beaufort Securities Limited and such agreement will constitute a binding irrevocable commitment by a Placee, subject to the Terms and Conditions set out in this Appendix, to subscribe and pay for the relevant number of New Ordinary Shares (the "Placing Participation") at the Placing Price. Such commitment is not capable of termination or rescission by the Placee in any circumstances except fraud. All such obligations are entered into by the Placee with Cantor Fitzgerald Europe and Beaufort Securities Limited acting in their capacity as agents of the Company and are therefore directly enforceable by the Company.
After such agreement is entered into, each Placee allocated New Ordinary Shares in the Placing will be sent a confirmatory email stating the number of New Ordinary Shares allocated to it at the Placing Price, the total subscription amount payable to Cantor Fitzgerald Europe or Beaufort Securities Limited and including settlement instructions (the "Confirmation Note").
Each Placee will be deemed to have read this Appendix in its entirety. Cantor Fitzgerald Europe and Beaufort Securities Limited are acting for the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of these Terms and Conditions) as a client in relation to the Placing and to the fullest extent permitted by law and applicable FCA rules, neither Cantor Fitzgerald Europe, Beaufort Securities Limited nor any of their affiliates will have any liability, obligation or duty to Placees or to any person other than the Company in respect of the Placing.
The New Ordinary Shares will rank pari passu in all respects and form one class with the Existing Ordinary Shares of the Company in issue on Admission, including the right to receive dividends or other distributions, if any. The New Ordinary Shares will be issued free of any encumbrance, lien or other security interest.
Application for Admission
Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. The New Ordinary Shares will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares following Admission. It is expected that Admission will become effective, and that dealings in all of the New Ordinary Shares on AIM will have commenced by 8.00 a.m. on 7 April 2017.
Placing Participations conditional
Placing Participations are in all respects conditional upon:-
(i) the Placing Agreement entered into between Cantor Fitzgerald Europe, Beaufort Securities Limited and the Company relating to the placing of the New Ordinary Shares becoming unconditional in all respects and not having been terminated in accordance with its terms; and
(ii) Admission having become effective,
in each case by 8.00 a.m. on 7 April 2017 (or such later time and/or date as the Company and Cantor Fitzgerald Europe and Beaufort Securities Limited agree, but in any event being no later than 8.00 a.m. on 30 April 2017 (the "Long Stop Date")).
Scaling back
Cantor Fitzgerald Europe and Beaufort Securities Limited (after consulting with the Company) reserve the right to scale back the number of New Ordinary Shares to be subscribed for by any Placee or the number of New Ordinary Shares to be subscribed for by all Placees in aggregate. The Company, Cantor Fitzgerald Europe and Beaufort Securities Limited also reserve the right not to offer allocations of New Ordinary Shares to any person and not to accept offers to subscribe for New Ordinary Shares or to accept such offers in part rather than in whole. Cantor Fitzgerald Europe and Beaufort Securities Limited shall be entitled to effect the Placing by such method as it shall in its sole discretion determine.
To the fullest extent permissible by law, neither Cantor Fitzgerald Europe or any holding company thereof, nor any subsidiary, branch or affiliate of Cantor Fitzgerald Europe (each an "Affiliate") nor any person acting on behalf of any of the foregoing shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of Cantor Fitzgerald Europe nor any of its Affiliates nor any person acting on behalf of any such person shall have any liability to Placees in respect of its conduct of the Placing.
Placing Agreement
Pursuant to the Placing Agreement, Cantor Fitzgerald Europe and Beaufort Securities Limited have agreed on behalf of and as agent of the Company, to use its reasonable endeavours to procure persons who will subscribe for the New Ordinary Shares at the Placing Price, subject to these Terms and Conditions. The Placing is not underwritten.
Conditions of the Placing
Cantor Fitzgerald Europe and Beaufort Securities Limited's obligations under the Placing Agreement in respect of the New Ordinary Shares are conditional on, inter alia:-
(a) none of the warranties or undertakings contained in the Placing Agreement being untrue, inaccurate or misleading in any material respect at any time before Admission and no fact or circumstance having occurred or arisen which would constitute a material breach of any of the warranties or undertakings on the part of the Company contained in the Placing Agreement;
(b) the New Ordinary Shares having been allotted, subject only to Admission, in accordance with the Placing Agreement; and
(c) Admission taking place not later than 8.00 a.m. on 7 April 2017 or such later date as the Company, Cantor Fitzgerald Europe and Beaufort Securities Limited may otherwise agree (but not being later than 8.00 a.m. on the Long Stop Date).
The Placing Agreement contains, inter alia, certain warranties and indemnities from the Company for the benefit of Cantor Fitzgerald Europe and Beaufort Securities Limited.
Right to terminate under the Placing Agreement
Cantor Fitzgerald Europe in consultation with Beaufort Securities Limited and the Company may, in Cantor Fitzgerald's absolute discretion, terminate the Placing Agreement (i) if any of the warranties given by the Company to Cantor Fitzgerald Europe and Beaufort Securities Limited in the Placing Agreement (a) was untrue or inaccurate or was misleading at the date of the Placing Agreement (b) would not be true and accurate, or would be misleading, if they were to be repeated at any time prior to Admission (by reference to the facts and circumstances in each case then existing), in the case of each of (a) and (b) in a respect which Cantor Fitzgerald Europe or Beaufort Securities Limited consider to be material in the context of the Placing; (ii) in the event of the failure of the Company to comply with its obligations under the Placing Agreement; (iii) in the event of the occurrence (in the sole judgement of Cantor Fitzgerald Europe or Beaufort Securities Limited) of a material adverse change in the financial or trading position or prospects of the Company; or (iv) in the event of the occurrence of a 'force majeure' event which, in the opinion of Cantor Fitzgerald Europe or Beaufort Securities Limited, is likely to have a materially prejudicial effect on the Placing or make it impracticable or inadvisable to proceed with the Placing. The exercise by Cantor Fitzgerald Europe or Beaufort Securities Limited of any right of termination (or any right of waiver exercisable by Cantor Fitzgerald Europe or Beaufort Securities Limited) contained in the Placing Agreement or the exercise of any discretion under the Terms and Conditions set out herein is within the absolute discretion of Cantor Fitzgerald Europe and Beaufort Securities Limited and Cantor Fitzgerald Europe and Beaufort Securities Limited will not have any liability to Placees whatsoever in connection with any decision to exercise or not exercise any such rights.
By accepting the New Ordinary Shares referred to in the Announcement to which this Appendix is annexed, each Placee agrees that, without having any liability to such Placee, Cantor Fitzgerald Europe or Beaufort Securities Limited may, in their absolute discretion, exercise the right, (i) to extend the time for fulfilment of any of the conditions in the Placing Agreement (provided that Placees' commitments are not extended beyond the Long Stop Date); (ii) to waive, in whole or in part, fulfilment of certain of the conditions; or (iii) to terminate the Placing Agreement, in each case without consulting Placees (or any of them).
If (i) any of the conditions in the Placing Agreement are not satisfied (or, where relevant, waived); or (ii) the Placing Agreement is terminated; or (iii) the Placing Agreement does not otherwise become unconditional in all respects, the Placing will not proceed and all funds delivered by Placees to Cantor Fitzgerald Europe, Beaufort Securities Limited or the Company pursuant to the Placing and this Appendix will be returned to Placees at their risk without interest, and Placees' rights and obligations under the Placing shall cease and determine at such time and no claim shall be made by Placees in respect thereof.
Registration and Settlement
Settlement of transactions in the New Ordinary Shares (ISIN: GB00B0P66Q02) following Admission will take place within CREST (subject to certain exceptions). Cantor Fitzgerald Europe and Beaufort Securities Limited reserve the right to require settlement for, and delivery of, the New Ordinary Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.
It is expected that settlement will be on 4 April 2017 in respect of the First EIS Shares, 6 April 2017 in respect of the Second EIS Shares and 7 April in respect of the General Shares, in accordance with the instructions set out in the Confirmation 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 3 percentage points above The Royal Bank of Scotland plc's base rate, with interest compounded on a daily basis.
Each Placee is deemed to agree that, if it does not comply with these obligations, Cantor Fitzgerald Europe or Beaufort Securities Limited may sell any or all of the New Ordinary Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Cantor Fitzgerald Europe or Beaufort Securities Limited's account and benefit (as agents for the Company), 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 or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such New Ordinary Shares on such Placee's behalf. By communicating a bid for New Ordinary Shares, each Placee confers on Cantor Fitzgerald Europe and Beaufort Securities Limited all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Cantor Fitzgerald Europe and Beaufort Securities Limited lawfully takes in pursuance of such sale.
If New Ordinary Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the Confirmation Note is copied and delivered immediately to the relevant person within that organisation.
Insofar as New Ordinary 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 New Ordinary Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax.
Placees will not be entitled to receive any fee or commission in connection with the Placing.
Further Terms, Confirmations and Warranties
By accepting the Placing Participation referred to in the Confirmation Note, each Placee makes the following confirmations, acknowledgements, representations, warranties and/or undertakings to Cantor Fitzgerald Europe, Beaufort Securities Limited and the Company and their respective directors, agents and advisers:
1. each Placee confirms, represents and warrants that it has read and understood this Announcement (including this Appendix) in its entirety and acknowledges that its Placing Participation will be governed by the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings of this Appendix;
2. each Placee acknowledges and agrees that its Placing Participation on the Terms and Conditions set out in this Appendix is legally binding, irrevocable and is not capable of termination or rescission by such Placee in any circumstances;
3. each Placee confirms, represents and warrants that it has not relied on, received or requested nor does it have any need to receive, any prospectus, offering memorandum, listing particulars or any other document (other than the Announcement), any information given or any representations, warranties, agreements or undertakings (express or implied), written or oral, or statements made at any time by the Company, Cantor Fitzgerald Europe, Beaufort Securities Limited or by any subsidiary, holding company, branch or associate of the Company, Cantor Fitzgerald Europe or Beaufort Securities Limited, or any of their respective officers, directors, agents, employees or advisers, or any other person in connection with the Placing, the Company and its subsidiaries or the New Ordinary Shares and that in making its application under the Placing it is relying solely on the information contained in the Announcement and this Appendix and it will not be relying on any agreements by the Company and its subsidiaries or Cantor Fitzgerald Europe or Beaufort Securities Limited or any director, employee or agent of the Company or Cantor Fitzgerald Europe or Beaufort Securities Limited other than as expressly set out in this Appendix for which none of Cantor Fitzgerald Europe or any of their directors and/or employees and/or person(s) acting on behalf of any of them shall to the maximum extent permitted under law have any liability except in the case of fraud;
4. each Placee acknowledges that the Ordinary Shares are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules for Companies (collectively "Exchange Information"), which includes the Company's most recent balance sheet and profit and loss account and the Company's announcements, annual report and accounts and circulars published in the past 12 months and that it is able to obtain or access such information without undue difficulty;
5. each Placee acknowledges that none of Cantor Fitzgerald Europe or Beaufort Securities Limited has or shall have any liability for the Exchange Information, any publicly available or filed information or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
6. each Placee confirms, represents and warrants that it is sufficiently knowledgeable to understand and be aware of the risks associated with, and other characteristics of, the New Ordinary Shares and, among others, of the fact that it may not be able to resell the New Ordinary Shares except in accordance with certain limited exemptions under applicable securities legislation and regulatory instruments;
7. each Placee confirms, represents and warrants, if a company, that it is a valid and subsisting company and has all the necessary corporate capacity and authority to execute its obligations in connection with the Placing Participation and confirms, represents and warrants that any person who confirms to Cantor Fitzgerald Europe or Beaufort Securities Limited on behalf of a Placee an agreement to subscribe for New Ordinary Shares is duly authorised to provide such confirmation to Cantor Fitzgerald Europe or Beaufort Securities Limited;
8. each Placee agrees that the exercise by Cantor Fitzgerald Europe or Beaufort Securities Limited of any right of termination or any right of waiver exercisable by Cantor Fitzgerald Europe or Beaufort Securities Limited contained in the Placing Agreement or the exercise of any discretion including (without limitation) the right not to enter into the Placing Agreement is within the absolute discretion of Cantor Fitzgerald Europe (in consultation with Beaufort Securities Limited) and Cantor Fitzgerald Europe and Beaufort Securities Limited will not have any liability to any Placee whatsoever in connection with any decision to exercise or not exercise any such rights. Each Placee acknowledges that if (i) any of the conditions in the Placing Agreement are not satisfied (or, where relevant, waived); or (ii) the Placing Agreement is terminated; or (iii) the Placing Agreement does not otherwise become unconditional in all respects, the Placing will lapse and such Placee's rights and obligations in relation to the Placing shall cease and determine at such time and no claim shall be made by any Placee in respect thereof;
9. each Placee acknowledges and agrees that Cantor Fitzgerald Europe and Beaufort Securities Limited are not acting for, and that it does not expect Cantor Fitzgerald Europe or Beaufort Securities Limited to have any duties or responsibilities towards, such Placee, including, without limitation, for providing protections afforded to customers or clients of Cantor Fitzgerald Europe and Beaufort Securities Limited under the FCA's Conduct of Business Source Book or advising such Placee with regard to its Placing Participation and that such Placee is not, and will not be, a customer or client of Cantor Fitzgerald Europe or Beaufort Securities Limited as defined by the FCA's Conduct of Business Source Book in connection with the Placing. Likewise, Cantor Fitzgerald Europe and Beaufort Securities Limited will not treat any payment by such Placee pursuant to its Placing Participation as Client Money governed by the FCA's Client Assets Sourcebook;
10. each Placee undertakes and agrees that it will be responsible for any stamp duty or stamp duty reserve tax in relation to the New Ordinary Shares comprised in its Placing Participation and that neither Cantor Fitzgerald Europe, Beaufort Securities Limited nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax in relation to the New Ordinary Shares comprised in such Placee's Placing Participation;
11. each Placee confirms, represents and warrants that it is a Relevant Person and that it may lawfully subscribe for or acquire the New Ordinary Shares comprised in such Placee's Placing Participation and that it has complied with and will comply with all applicable provisions of FSMA with respect to anything done by such Placee in relation to the New Ordinary Shares in, from or otherwise involving, the United Kingdom;
12. each Placee acknowledges and agrees that the agreement confirmed by the Confirmation Note is a legally binding contract between it and the Company and the Terms and Conditions of such Placee's Placing Participation will be governed by, and construed in accordance with, the laws of England and Wales to the exclusive jurisdiction of whose courts such Placee irrevocably agrees to submit;
13. each Placee agrees that it will ensure delivery and payment is completed in accordance with the settlement instructions set out in the Confirmation Note (or as separately agreed with Cantor Fitzgerald Europe or Beaufort Securities Limited in the case of certificated settlement) and acknowledges and agrees that time shall be of the essence as regards such Placee's obligations pursuant to its Placing Participation;
14. each Placee acknowledges and agrees that it is the responsibility of such Placee (if it is outside of the United Kingdom) to satisfy itself that, in doing so, such Placee complies with the laws of any relevant territory in connection with its Placing Participation and that it obtains any requisite governmental or other consents and observes any other applicable formalities;
15. each Placee acknowledges and agrees that the Announcement does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, New Ordinary Shares in any jurisdiction in which such an offer or solicitation is unlawful. Accordingly, such Placee acknowledges and agrees that the New Ordinary Shares may not, subject to certain limited exceptions, be offered or sold, directly or indirectly, in or into the United States, any province of Canada or Australia, Japan, the Republic of Ireland, New Zealand, or the Republic of South Africa or offered or sold to, or for the account or benefit of, a national, citizen or resident of the United States, any province of Canada or Australia, Japan, the Republic of Ireland, New Zealand, or the Republic of South Africa, in each case subject to limited exemptions, or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction;
16. each Placee acknowledges and agrees that the New Ordinary Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or jurisdiction of the United States, or the relevant Canadian, Japanese, Australian, the Irish, New Zealander or South African securities legislation and therefore the New Ordinary Shares may not be offered, sold, transferred or delivered directly or indirectly into the United States, Canada, Japan, Australia, the Republic of Ireland, New Zealand, or the Republic of South Africa or their respective territories and possessions, subject to limited exemptions, and in the case of the United States, pursuant to an exemption from, or in a transaction not subject to the registration requirements of, the Securities Act and in compliance with United States securities laws;
17. each Placee, unless otherwise specifically agreed in writing with Cantor Fitzgerald Europe and Beaufort Securities Limited, confirms, represents and warrants that neither it nor the beneficial owner of such Placing Shares will be a resident of the United States, any province of Canada or Australia, Japan, Singapore or the Republic of South Africa;
18. each Placee confirms, represents and warrants that it has complied with all relevant laws of all relevant territories, obtained all requisite governmental or other consents which may be required in connection with its Placing Participation, complied with all requisite formalities and that it has not taken any action or omitted to take any action which will or may result in Cantor Fitzgerald Europe, Beaufort Securities Limited, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any territory in connection with the Placing or such Placee's Placing Participation;
19. each Placee acknowledges and agrees that no action has been or will be taken by any of Cantor Fitzgerald Europe, Beaufort Securities Limited or the Company or any person acting on behalf of Cantor Fitzgerald Europe, Beaufort Securities Limited or the Company that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;
20. each Placee confirms, represents and warrants that its subscription for New Ordinary Shares does not trigger, in the jurisdiction in which such Placee is resident or located: (i) any obligation to prepare or file a prospectus or similar document or any other report with respect to such subscription; (ii) any disclosure or reporting obligation of the Company; or (iii) any registration or other obligation on the part of Cantor Fitzgerald Europe, Beaufort Securities Limited or the Company;
21. each Placee confirms, represents and warrants it is acting as principal and for no other person and that its Placing Participation will not give any other person a contractual right to require the issue by the Company of any New Ordinary Shares;
22. each Placee confirms, represents and warrants that in accepting its Placing Participation it is not applying for registration as, or as a nominee or agent for, a person who is or may be a person mentioned in sections 67 to 72 inclusive and sections 93 to 97 inclusive of the Finance Act 1986 and that accepting its Placing Participation will not give rise to a liability under any such sections of that act;
23. each Placee confirms, represents and warrants that, to the extent applicable to it, it is aware of its obligations in connection with the Criminal Justice Act 1993, the Terrorism Act 2006, the UK Anti-Terrorism Crime and Security Act 2001, the Money Laundering Regulations 2007, the Proceeds of Crime Act 2002, Part VIII of the Financial Services and Markets Act 2000 (as amended), the Financial Services Act 2012 and the Market Abuse Regulation 2016, it has identified its clients in accordance with the Money Laundering Regulations 2007 and it has complied fully with its obligations pursuant to those Regulations;
24. each Placee acknowledges and agrees that all times and dates in this Announcement and the Terms and Conditions set out in this Appendix may be subject to amendment and that Cantor Fitzgerald Europe or Beaufort Securities Limited will notify it of any such amendments;
25. each Placee acknowledges and agrees that its commitment to subscribe for Placing Shares on the terms set out herein and in the Confirmation Note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;
26. each Placee acknowledges and agrees that no term or other provision of the agreement confirmed by the Confirmation Note shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person other than Cantor Fitzgerald Europe or Beaufort Securities Limited or any affiliate of Cantor Fitzgerald Europe or Beaufort Securities Limited or any Indemnified Person (as hereinafter defined);
27. each Placee acknowledges that any of its monies held or received by Cantor Fitzgerald Europe or Beaufort Securities Limited will not be subject to the protections conferred by the FCA's Client Money Rules;
28. each Placee confirms, represents and warrants that it understands that the New Ordinary Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered or sold or otherwise transferred in the United States or to, or for the account or benefit of, US Persons except pursuant to a registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, and, in connection with any such transfer, the Company will have the right to obtain, as a condition to transfer, a legal opinion of counsel, in such form and by counsel reasonably satisfactory to the Company, that no such Securities Act registration is or will be required along with appropriate certifications by the transferee as to the 'Accredited Investor' status and/or other appropriate matters;
29. each Placee confirms, represents and warrants that it has not distributed, forwarded, transferred or otherwise transmitted, and will not distribute, forward, transfer or otherwise transmit, this Announcement or any other presentation or offering materials concerning the New Ordinary Shares within the United States, nor will it do any of the foregoing. Such Placee further confirms that it understands that the information in this Announcement, including financial information, may be materially different from any disclosure that would be provided in a US offering;
30. each Placee agrees, confirms, represents, warrants and undertakes as follows:-
30.1. it is, at the time of the offer and acceptance of the New Ordinary Shares, outside the United States for the purposes of Regulation S;
30.2. it will not offer or sell the New Ordinary Shares in the United States absent registration or an exemption from registration under the Securities Act;
30.3. it is aware that the New Ordinary Shares are being offered outside the United States in reliance on Regulation S; and
30.4. it did not purchase or otherwise acquire the New Ordinary Shares based on or due to directed selling efforts (as defined in Rule 902 under the Securities Act), including based on an advertisement in a publication with a general circulation in the United States, nor has it seen or been aware of any activity that, to its knowledge, constitutes directed selling efforts in the United States;
31. if it is subscribing for the New Ordinary Shares in the United Kingdom, that each Placee is a person falling within the exemption contained in Section 86(1)(a) of the Financial Services and Markets Act 2000 (as amended) or falling within one or more of the categories of persons set out in Article 19 (Investment Professionals) or Article 49 (High net worth companies, unincorporated associations etc.) of the Order;
32. each Placee confirms, represents and warrants that, in making the investment decision with respect to the New Ordinary Shares, it has:-
32.1. not relied on the Company or any of its respective affiliates or on any document published by any of them;
32.2. the ability to bear the economic risk of its investment in the New Ordinary Shares and has no need for liquidity with respect to its investment in the New Ordinary Shares;
32.3. such knowledge and experience in financial and business matters that it is capable of evaluating the merits, risks and suitability of investing in the New Ordinary Shares, and is able to sustain a complete loss of any investment in the New Ordinary Shares; and
32.4. investigated independently and made its own assessment and satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the New Ordinary Shares, including any federal, state and local tax consequences, affecting it in connection with its subscription for and any subsequent disposal of the New Ordinary Shares;
33. each Placee acknowledges and agrees that it is not entitled to the protections afforded to clients of Cantor Fitzgerald Europe or Beaufort Securities Limited in connection with the Placing and that neither Cantor Fitzgerald Europe nor any of its affiliates nor Beaufort Securities Limited nor any of their respective officers, directors, employees or advisers shall be liable for any losses (including, without limitation, loss of profit, loss of business or opportunity and special interest or consequential losses), damages or costs of the Placee save as a result of fraud or for death or personal injury;
34. each Placee acknowledges that the Company, Cantor Fitzgerald Europe, Beaufort Securities Limited, CREST, the registrar, any transfer agent, any distributors or dealers and their respective affiliates and others will rely on the truth and accuracy of the foregoing confirmations, warranties, acknowledgements, representations, undertakings and agreements, and agrees to notify the Company, Cantor Fitzgerald Europe and Beaufort Securities Limited promptly in writing if any of its confirmations, warranties, acknowledgements, representations, undertakings or agreements set out above cease to be accurate and complete and to indemnify and hold harmless on an after-tax basis the Company, Cantor Fitzgerald Europe, Beaufort Securities Limited and any of their respective officers, directors, agents, employees or advisers (the "Indemnified Persons") from and against any and all loss, damage, liability or expense, including reasonable costs and attorneys' fees and disbursements, which an Indemnified Person may incur by reason of, or in connection with, any representation or warranty made by such Placee as set out above not having been true when made, any misrepresentation made or any failure by such Placee to fulfil any of its undertakings or agreements set out above or any other document such Placee provides to the Company or Cantor Fitzgerald Europe or Beaufort Securities Limited. Such Placee irrevocably authorises each of the Company and Cantor Fitzgerald Europe and Beaufort Securities Limited to produce a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby;
35. each Place confirms, represents and warrants that its participation in the Placing would not give rise to an offer being required to be made by it or any person with whom it is acting in concert pursuant to Rule 9 of the City Code on Takeovers and Mergers;
36. each Placee acknowledges that the rights and remedies of Cantor Fitzgerald Europe, Beaufort Securities Limited and the Company under these Terms and Conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one right or remedy will not prevent the exercise of the other rights and/or remedies; and
37. each Placee undertakes that it (and any person acting on its behalf) will make payment for the New Ordinary Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant New Ordinary Shares may be placed with other subscribers or sold as Cantor Fitzgerald Europe or Beaufort Securities Limited may in their sole discretion determine and without liability to such Placee and such Placee will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such New Ordinary Shares and may be required to bear the liability for any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to or referred to in these Terms and Conditions) which may arise upon the placing or sale of such Placee's New Ordinary Shares on its behalf.
CREST and certificated New Ordinary Shares
New Ordinary Shares, once issued, will be admitted to CREST with effect from Admission. Placees will receive New Ordinary Shares comprised in their Placing Participation in uncertificated form registered in their CREST member account. If Placees do not provide any CREST details or if Placees provide insufficient CREST details to match within the CREST system to their details, Cantor Fitzgerald Europe or Beaufort Securities Limited may, at their discretion, deliver New Ordinary Shares comprised in any such Placee's Placing Participation in certificated form provided payment has been made in terms satisfactory to Cantor Fitzgerald Europe or Beaufort Securities Limited and all conditions in relation to the Placing have been satisfied or waived.
Special note concerning the Market Abuse Regulation
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 ("MAR"). Market soundings, as defined in MAR, were taken in respect of the Placing, with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.
Responsibility
The Terms and Conditions set out in this Appendix and the Announcement of which it forms part have been issued by the Company and the Company takes sole responsibility for them.
