THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN PRESSURE TECHNOLOGIES PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THE SECURITIES DISCUSSED HEREIN MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES AND THE COMPANY DOES NOT CURRENTLY INTEND TO REGISTER ANY SECURITIES UNDER THE SECURITIES ACT. ADDITIONALLY, THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER SECURITIES COMMISSION OR REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE FUNDRAISING. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION. UPON THE PUBLICATION OF THE ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Pressure Technologies plc
("Pressure Technologies" or the "Company")
Proposed Placing to raise approximately £4.5 million
London, 16 October 2017 - Pressure Technologies plc (AIM: PRES), the specialist engineering group, is pleased to announce that it intends to undertake a Placing to raise approximately £4.5 million (before expenses).
The Placing will be conducted by way of an accelerated bookbuild process which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in the Appendix to this Announcement. Cantor Fitzgerald Europe is acting as sole bookrunner in connection with the Placing. A Placing Agreement has been entered into earlier today between the Company and Cantor Fitzgerald Europe in connection with the Placing, which is not being underwritten.
The final number of new Ordinary Shares, the Placing Shares, will be agreed by Cantor Fitzgerald Europe and Pressure Technologies at the close of the Bookbuild. Details of the number of Placing Shares, the price per Placing Share, the Placing Price, and the approximate gross proceeds of the Placing will be announced as soon as practicable after the closing of the Bookbuild. The timing for the close of the Bookbuild and allocation of the Placing Shares shall be at the discretion of Cantor Fitzgerald Europe, in consultation with the Company.
The Placing is conditional upon the passing of the Resolutions. A circular is expected to be posted later today (the "Circular") notifying shareholders of the General Meeting for the purpose of considering the Resolutions at the offices of Pressure Technologies plc at Newton Business Centre, Newton Chambers Road, Chapeltown, Sheffield, S35 2PH expected to be convened at 12.00 p.m. on 3 November 2017.
Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Placing Shares, will commence at 8.00 a.m. on or around 6 November 2017 (or such later date as Cantor Fitzgerald Europe and the Company may agree).
Any defined terms not otherwise defined within this Announcement, are set out at the end of this Announcement.
Overview of the Group
Pressure Technologies has four divisions, Precision Machined Components, Engineered Products, Cylinders (comprising the Group's manufacturing divisions) and Alternative Energy, serving four markets: oil and gas, defence, industrial gases and alternative energy.
Precision Machined Components comprises Al-Met, Roota Engineering, Quadscot Precision Engineers and Martract:
· Al-Met produces wear resistant components in a range of high-alloy steels and tungsten carbides for use in high-pressure choke and flow control valves, designed to regulate flow volumes in extremely demanding applications in the subsea and surface oil and gas industries.
· Roota and Quadscot make a wide range of components for oil and gas pressure systems and downhole tools, with Roota generally focusing on larger, longer products and Quadscot on smaller products manufactured in a range of high-alloy materials.
· Martract specialises in grinding and lapping ball and seat assemblies and gate valves which is highly complementary to the division.
The Engineered Products division manufactures a range of Hydratron-branded air-operated high-pressure hydraulic pumps, gas boosters, power packs, hydraulic control panels and test rigs, mainly for use in the oil and gas sector.
For Precision Machined Components and Engineered Products, the drivers of development in the business remain principally tied to the oil and gas sector.
In the Cylinders division, Chesterfield Special Cylinders supplies a range of high-pressure cylinder systems into the defence, oil and gas and industrial gases markets. For Cylinders, development is driven by the defence market and the provision of value added services, particularly Integrity Management.
The Alternative Energy division is a designer and supplier of proprietary technology and equipment used to upgrade biogas produced by the anaerobic digestion of organic waste to high-quality methane, which is suitable either for injection into the gas grid, or used as vehicle fuel.
Background to and reasons for the Fundraising
As highlighted in the interim results for the six months to 1 April 2017, released in June, and the trading update announced at the end of August, the Group's three Manufacturing Divisions: Precision Machined Components, Engineered Products and Cylinders are emerging from a sustained period of retrenchment and re-organisation arising from the oil and gas market downturn.
Precision Machined Components and Chesterfield Special Cylinders are beginning to experience an uplift in activity, stemming from increased confidence in the oil market, providing a stabilized and increasing order load, together with strong defence contracts stretching into the medium term. Engineered Products has been stabilised but is still experiencing reduced levels of demand due to continued low investment in capital equipment in the oil market.
The Board believes that the upward trajectory in sales revenue and profits, underpinned by the benefits of restructuring, should continue across these divisions with market and product development across several areas providing the momentum to maintain this progress.
The Alternative Energy division has experienced positive progress in recent years, with the global biogas upgrading market expected to be worth approximately US$2 billion by 2022, compared to US$0.33 billion in 2015. Whilst the division has a significant pipeline of sales opportunities, order placement has been frustratingly slow and difficult to predict, whether as a result of delays in changes to legislation or issues around customer project funding. The Board has taken steps to improve efficiencies and reduce costs through a global restructuring with centralisation in North America and has confidence in the order pipeline, particularly in North America as this large market comes to understand the economic and environmental benefits of using waste for energy.
The Board believes that the Placing will provide a number of benefits and stems in part from the strong support of the Company's long standing institutional shareholders. In particular, the Board intends to use the proceeds of the Placing to:
· strengthen the Group's balance sheet by reducing borrowings, principally stemming from the acquisition of Martract in December 2016;
· invest in the manufacturing divisions, in light of the strengthening conditions in the key oil & gas and defence markets, whilst also pursuing opportunities in other markets;
· identify and capitalise on the opportunities for both organic and non-organic growth, particularly in Precision Machined Components; and
· provide support to Alternative Energy such that it has the best opportunity to capitalise on the significant market potential during 2018 and beyond.
Current trading and outlook
On 13 June, the Company announced its interim results for the six month period to 1 April 2017 and on 31 August provided an update on the year ended 30 September 2017. As highlighted, the Group's Manufacturing Divisions are on track to at least meet market expectations but that slippage on orders in Alternative Energy, plus some cost overruns on certain European projects, means the Board expects to report results behind original market expectations for the financial year just ended.
The Board looks forward to 2018 with confidence for the Manufacturing Divisions, as a result of a strong forward order book, particularly for Precision Machined Components, and the defence contracts already secured by Cylinders. The Board has provided cautious guidance on Alternative Energy, where the 2018 outturn relies on contracts which are still in negotiation.
In respect of the fatal accident at Chesterfield Special Cylinders in June 2015, other than the submission by Chesterfield Special Cylinders of written responses to questions from the Health and Safety Executive (HSE), there have been no further developments since the interim statement on 13 June 2017 and the HSE investigation into this accident remains ongoing.
As previously stated, the Board continues to be confident in the medium to long term prospects for the Group underpinned by a stabilising oil market, strong defence contracts and a growing global market in waste to energy solutions.
The audited preliminary results for the year ending 30 September 2017 will be announced on Tuesday 12 December.
For further information, please contact:
Pressure Technologies plc John Hayward, Chief Executive Joanna Allen, Group Finance Director Keeley Clarke, Investor Relations |
Tel: 0114 257 3622 |
Cantor Fitzgerald Europe (Sole Bookrunner, Nominated Adviser and Broker) |
Tel: 020 7894 7000 |
Philip Davies Will Goode |
|
Company description - www.pressuretechnologies.com
With its head office in Sheffield, Pressure Technologies was founded on its leading market position as a designer and manufacturer of high-pressure systems serving the global energy, defence and industrial gases markets. Today it continues to serve those markets from a broader engineering base with specialist precision engineering businesses and has a worldwide presence in Alternative Energy as a global leader in biogas upgrading.
Pressure Technologies has four divisions, Precision Machined Components, Engineered Products, Cylinders and Alternative Energy, serving four markets: oil and gas, defence, industrial gases and alternative energy.
Precision Machined Components
● Al-Met, Mid Glamorgan, acquired in 2010 www.almet.co.uk
● Roota Engineering, Rotherham, acquired in March 2014 www.roota.co.uk
● Quadscot, Glasgow, acquired in October 2014 www.quadscot.co.uk
● Martract Limited, Barton-on-Humber, acquired in December 2017 www.martract.co.uk
Engineered Products
● Hydratron, Manchester, acquired in 2010 www.hydratron.com
Cylinders
● Chesterfield Special Cylinders, Sheffield, IPO cornerstone in 2007, CSC Deutschland Gmbh, which is based in Dorsten, Germany and Chesterfield Special Cylinders Inc. which is based in Houston, USA www.chesterfieldcylinders.com
Alternative Energy
● Greenlane Biogas, Sheffield, UK and Vancouver, Canada and Greenlane Technologies Auckland, New Zealand (Greenlane Biogas acquired in October 2014) www.greenlanebiogas.com
Prior to publication, certain information contained within this Announcement was deemed to constitute inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, 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 defined in MAR), as permitted by MAR. Due to the publication of this Announcement, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.
Details of the Placing
The Placing is expected to raise approximately £4.5 million (before expenses). Pursuant to the Placing Agreement, Cantor Fitzgerald Europe has conditionally agreed, as agent of the Company, to use its reasonable endeavours to procure Placees for the Placing Shares. The Bookbuild will open with immediate effect following this Announcement. The timing of the closing of the Bookbuild, the number of Placing Shares, pricing and allocations are at the discretion of the Company and Cantor Fitzgerald Europe.
An Announcement will be made on the closing of the Bookbuild which is expected to be made later today, by 4:30p.m.
The Placing is conditional, amongst other things, upon:
· the passing of all of the Resolutions, without amendment, at the General Meeting;
· Admission becoming effective by no later than 8.00 a.m. on 6 November 2017 or such later time and/or date (being no later than 8.00 a.m. on 30 November 2017) as Cantor Fitzgerald Europe and the Company may agree; and
· the Placing Agreement becoming or being declared unconditional in all respects and not having been terminated in accordance with its terms prior to Admission.
If any of the conditions are not satisfied, the Placing Shares will not be issued and all monies received from the Placees will be returned to them. The Placing Shares are not subject to clawback in favour of Shareholders. The Placing Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.
Shareholders are reminded that the Placing is conditional, amongst other things, on the passing of the Resolutions to be proposed at the General Meeting. Shareholders should be aware that if the Resolutions are not approved at the General Meeting, the Placing will not proceed.
Indicative Timetable
|
2017 |
Announcement of the Placing |
16 October |
|
|
Expected announcement of the result of the Placing and posting of the Circular and Form of Proxy |
16 October |
|
|
Latest time and date for receipt of Forms of Proxy |
12.00 p.m. on 1 November |
|
|
General Meeting |
12.00 p.m. on 3 November |
|
|
Result of General Meeting announced via RNS |
3 November |
|
|
Admission and commencement of dealings in Placing Shares |
8.00 a.m. on 6 November |
|
|
Placing Shares to be held in Uncertificated Form credited to CREST stock accounts |
6 November |
|
|
Despatch of definitive share certificates for Placing Shares to be held in Certificated Form |
Within 14 days
of Admission |
Notes:
(1) References to times in this document are to London time (unless otherwise stated).
(2) The dates and timing of the events in the above timetable and in the rest of this Document are indicative only and may be subject to change.
(3) If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement through RNS.
APPENDIX - TERMS AND CONDITIONS OF THE PLACING
FOR INVITED PLACEES ONLY - IMPORTANT INFORMATION
This Announcement, including this Appendix and the information contained herein is restricted and is not for publication, release or distribution in or into the United States, Canada, Australia, Japan, Singapore, the Republic of South Africa, or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
Each Placee (being the person procured by Cantor Fitzgerald Europe) should consult with its own advisers as to legal, tax, business and related aspects of any subscription for and/or purchase of Placing Shares.
These Terms and Conditions contained within this Announcement (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. 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, Canada, Australia, Japan, Singapore or the Republic of South Africa, subject to certain limited exemptions.
Members of the public are not eligible to take part in the Placing and each Placee agrees, warrants and represents that it is not acquiring Placing 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, these Terms and Conditions are information purposes only and are directed only at: (A) persons in member states of the European Economic Area who are Qualified Investors as defined in section 86(7) of FSMA, ("Qualified Investors") being persons falling within the meaning of Article 2(1)(e) of the EU Prospectus Directive (which means directive 2003/71/EC (as amended by directive 2010/73/EC)) and includes any relevant implementing directive measure in any member state (the "Prospectus Directive"); (B) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments and are "investment Professionals" falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order (iii) existing Shareholders of the Company falling within article 43(2) of the Order; or (C) are persons to whom they may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons").
The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require a prospectus in the United Kingdom or in any other jurisdiction. No offering document or prospectus has been or will be submitted to be approved by the Financial Conduct Authority, the London Stock Exchange or any other regulatory body in relation to the Placing and Placees' commitments in respect of Placing Shares will be made solely on the basis of the information contained in this Announcement and the terms and conditions contained in this Appendix.
The price of Ordinary Shares in the Company and the income from them (if any) may go down as well as up and investors may not get back the full amount invested on disposal of Ordinary Shares.
The Placing 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, Singapore or the Republic of South Africa. Accordingly, the Placing 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, Singapore or the Republic of South Africa or a national, citizen or resident of any province of Canada or Australia, Japan, Singapore or the Republic of South Africa. The Placing Shares are being offered and sold outside the United States in offshore transactions complying with Regulation S under the Securities Act, 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 or purchase Placing Shares in the Placing. Each person invited to, and who chooses to, participate in the Placing (a "Placee") to whom these Terms and Conditions apply, as described below, who confirms his agreement, whether by telephone or otherwise, with Cantor Fitzgerald Europe to subscribe for and/or purchase Placing Shares in the Placing, hereby agrees with Cantor Fitzgerald Europe to be legally and irrevocably bound by these Terms and Conditions which will be the Terms and Conditions on which the Placing Shares will be acquired and purchased 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 a part.
The 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 the Terms and Conditions set out herein relates 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, in accordance with all relevant requirements. This Appendix does not itself constitute an offer for sale or subscription of any securities in the Company.
All times and dates in this Appendix are references to times and dates in London (United Kingdom).
Terms of the Placing
This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. The number of Placing Shares will be agreed between the Company and Cantor Fitzgerald Europe following completion of a Bookbuilding exercise by Cantor Fitzgerald Europe. The number of Placing Shares will be announced on a Regulatory Information Service following completion of the Bookbuild.
Each Placee's commitment to subscribe for or purchase a fixed number of Placing Shares under the Placing will be agreed orally with Cantor Fitzgerald Europe 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 or purchase and pay for the relevant number of Placing 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 acting in its capacity as agent of the Company and are therefore directly enforceable by the Company.
After such agreement is entered into, each Placee allocated Placing Shares in the Placing will be sent a confirmatory email stating the number of Placing Shares allocated to it at the Placing Price, the total subscription and/or purchase amount payable to Cantor Fitzgerald Europe and including settlement instructions (the "Confirmation Note").
Each Placee will be deemed to have read and understood this Announcement and Appendix in its entirety. Cantor Fitzgerald Europe is 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 nor any of its affiliates will have any liability, obligation or duty to Placees or to any person other than the Company in respect of the Placing.
The Placing Shares will, when issued, 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 Placing 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 Admission. It is anticipated that Admission will become effective at 8.00 a.m. on 6 November 2017 and that dealings in the Placing Shares will commence at that time and date for normal account settlement.
Placing Participation conditions
Each Placee's Placing Participation is in all respects conditional upon, inter alia:-
(i) the Placing Agreement entered into between Cantor Fitzgerald Europe and the Company relating to the placing of the Placing 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 6 November 2017 (or such later time and/or date as the Company and Cantor Fitzgerald Europe agree, but in any event being no later than 8.00 a.m. on 30 November 2017 (the "Long Stop Date")).
Scaling back
Cantor Fitzgerald Europe (after consulting with the Company) reserves the right to scale back the number of Placing Shares to be subscribed or purchased by any Placee or the number of Placing Shares to be subscribed for or purchased by all Placees in aggregate. The Company and Cantor Fitzgerald Europe also reserve the right not to offer allocations of Placing Shares to any person and not to accept offers to subscribe for or purchase Placing Shares or to accept such offers in part rather than in whole. Cantor Fitzgerald Europe shall be entitled to effect the Placing by such method as it shall in its sole discretion determine in consultation with the Company.
To the fullest extent permissible by law, neither Cantor Fitzgerald Europe or any CFE 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 the Company, Cantor Fitzgerald Europe nor any CFE Affiliates nor any person acting on behalf of any such person shall have any liability to Placees in respect of Cantor Fitzgerald Europe's conduct of the Placing.
Placing Agreement
Pursuant to the Placing Agreement, Cantor Fitzgerald Europe has agreed on behalf of and as agent of the Company, to use its reasonable endeavours to procure persons who will subscribe for the Placing Shares at the Placing Price, subject to these Terms and Conditions. The Placing is not underwritten.
Conditions of the Placing
The obligations of Cantor Fitzgerald Europe under the Placing are conditional on, inter alia:
(a) the Placing Agreement being entered into by the parties thereto and not having been terminated in accordance with its terms prior to Admission;
(b) the General Meeting having been duly convened and held and the Resolutions having been duly passed without amendment;
(c) the warranties contained in the Placing Agreement being true and accurate and not misleading in all material respects at all times before Admission;
(d) there having been no development or event (nor any development or event involving a prospective change of which the Company is, or might reasonably be expected to be, aware) which will or is likely to have a material adverse effect on the condition (financial or otherwise), prospects, management, results of operations, financial position, business or general affairs of the Company or of the Group, respectively;
(e) the Placing Shares having been allotted, subject only to Admission, in accordance with the Placing Agreement; and
(f) Admission taking place not later than 8.00 a.m. on 6 November 2017 or such later date as the Company and Cantor Fitzgerald Europe may otherwise agree (but not being later than 8.00 a.m. on the Long Stop Date).
If (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or, where applicable, waived by Cantor Fitzgerald Europe by the respective time or date where specified (or such later time or date as the Company, Cantor Fitzgerald Europe may agree not being later than • 2017), or (ii) the Placing Agreement is terminated as described below, the Placing in relation to the Placing Shares will lapse and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.
Each of Cantor Fitzgerald Europe may, in its absolute discretion, waive, or extend the period (up to the Longstop Date) for fulfilment of the conditions in the Placing Agreement, save that the condition set out in paragraph (e) above may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
The Placing Agreement, contains, inter alia, certain warranties and indemnities from the Company for the benefit of Cantor Fitzgerald Europe.
Right to terminate under the Placing Agreement
Cantor Fitzgerald Europe may, in its absolute discretion, terminate its obligations pursuant to the Placing Agreement prior to Admission becoming effective if, inter alia: (i) any statement contained in this Announcement or the Circular has, in the reasonable opinion of Cantor Fitzgerald Europe, become untrue, inaccurate or misleading or matters have arisen which would, if the Announcement or the Circular were issued at that time, constitute an omission from them; (ii) there has, in the reasonable opinion of Cantor Fitzgerald Europe, been a breach of any of the warranties contained in the Placing Agreement or any of the obligations of the Company under the Placing Agreement or there are any facts or circumstances existing giving an entitlement on the part of Cantor Fitzgerald Europe to make a claim under the indemnity contained in the Placing Agreement; (iii) in the opinion of Cantor Fitzgerald Europe, the Company fails to comply with any of its obligations under the Placing Agreement; (iv) in the opinion of Cantor Fitzgerald Europe, there has been a material adverse change in the financial or trading position or prospects of the Group; or (v) in the event of the occurrence of a 'force majeure' event which, in the reasonable opinion of Cantor Fitzgerald Europe, is materially prejudicial. The exercise by Cantor Fitzgerald Europe of any right of termination (or any right of waiver exercisable by Cantor Fitzgerald Europe) 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 Cantor Fitzgerald Europe will have no liability to Placees whatsoever in connection with any decision to exercise or not exercise any such rights.
By accepting the Placing 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 may, in its 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 are 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 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 Placing Shares (ISIN: GB00B1XFKR57) following Admission will take place within CREST (subject to certain exceptions). If a Placee wishes to receive its Placing Shares in certificated form, it should contact Kellyann Leeds at Cantor Fitzgerald Europe (+44 (0)20 7894 7913) as soon as possible after receipt of its Confirmation Note. Cantor Fitzgerald Europe reserves the right to require settlement for, and delivery of, the Placing 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 6 November 2017 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 three (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 may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Cantor Fitzgerald Europe's account and benefit (as agent 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 Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on Cantor Fitzgerald Europe all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Cantor Fitzgerald Europe lawfully takes in pursuance of such sale.
If Placing 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 Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax 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
Participation in the Placing is only available to Persons who may lawfully be, and are, invited to participate in it by in Cantor Fitzgerald Europe.
By accepting the Placing Participation referred to in the Confirmation Note, each Placee (and any person acting on such Placee's behalf) makes the following confirmations, acknowledgements, representations, warranties and/or undertakings to Cantor Fitzgerald Europe and the Company, where applicable, 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 this 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 or, where applicable, by any subsidiary, holding company, branch or associate of the Company, Cantor Fitzgerald Europe, 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 Placing 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 any director, employee or agent of the Company and Cantor Fitzgerald Europe other than as expressly set out in this Appendix for which none of the Company nor 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 confirms, represents and warrants that it is sufficiently knowledgeable to understand and be aware of the risks associated with, and other characteristics of, the Placing Shares and, among others, of the fact that it may not be able to resell the Placing Shares except in accordance with certain limited exemptions under applicable securities legislation and regulatory instruments;
5 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 on behalf of a Placee an agreement to subscribe for Placing Shares is duly authorised to provide such confirmation to Cantor Fitzgerald Europe;
6 each Placee agrees that the exercise by Cantor Fitzgerald Europe of any right of termination or any right of waiver exercisable by Cantor Fitzgerald Europe 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 and Cantor Fitzgerald Europe 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;
7 each Placee acknowledges and agrees that Cantor Fitzgerald Europe is not acting for, and that it does not expect Cantor Fitzgerald Europe to have any duties or responsibilities towards, such Placee, including, without limitation, for providing protections afforded to customers or clients of Cantor Fitzgerald Europe 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 as defined by the FCA's Conduct of Business Source Book in connection with the Placing. Likewise, Cantor Fitzgerald Europe will not treat any payment by such Placee pursuant to its Placing Participation as Client Money governed by the FCA's Client Assets Sourcebook;
8 each Placee undertakes and agrees that it will be responsible for any stamp duty or stamp duty reserve tax in relation to the Placing Shares comprised in its Placing Participation and that neither Cantor Fitzgerald Europe nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax in relation to the Placing Shares comprised in such Placee's Placing Participation;
9 each Placee confirms, represents and warrants that it is a Relevant Person and that it may lawfully subscribe for or acquire the Placing 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 Placing Shares in, from or otherwise involving, the United Kingdom;
10 nothing has been done or will be done by it in relation to the Placing or to any Placing Shares that has resulted or will result in any person being required to publish a prospectus in relation to the Company or to any shares in the capital of the Company in accordance with FSMA or the UK Prospectus Rules or in accordance with any other laws applicable in any part of the European Union or the European Economic Area;
11 if a Placee is an investor located within a member state of the European Economic Area, it is: (i) a "qualified investor" within the meaning of Article 2(1)(e) of the Prospectus Directive; and (ii) a "professional client" or an "eligible counterparty" within the meaning of Article 4(1)(11) and Article 24(2), (3) and (4), respectively, of Directive 2004/39/EC as implemented into national law of the relevant EEA state;
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 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, Placing Shares in any jurisdiction in which such an offer or solicitation is unlawful. Accordingly, such Placee acknowledges and agrees that the Placing 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, Singapore 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, Singapore 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 Placing 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, Singapore or South African securities legislation and therefore the Placing Shares may not be offered, sold, transferred or delivered directly or indirectly into the United States, Canada, Japan, Australia, Singapore 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 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, 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;
18 each Placee confirms, represents and warrants that its subscription for Placing 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 or the Company;
19 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 Placing Shares;
20 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;
21 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 and the Market Abuse Regulation (EU No 596/2014), it has identified its clients in accordance with the Money Laundering Regulations 2007 and it has complied fully with its obligations pursuant to all such laws and regulations;
22 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 will notify it of any such amendments;
23 each Placee acknowledges and agrees that no term 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 any affiliate of Cantor Fitzgerald Europe or any Indemnified Person (as hereinafter defined);
24 each Placee acknowledges that any of its monies held or received by Cantor Fitzgerald Europe will not be subject to the protections conferred by the FCA's Client Money Rules;
25 each Placee confirms, represents and warrants that it understands that the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and, 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 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;
26 each Placee confirms, represents and warrants that it has not distributed, forwarded, transferred or otherwise transmitted this Announcement or any other presentation or offering materials concerning the Placing 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;
27 each Placee confirms represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances which do not require the approval of the communication by an authorised person under section 21(1) of the FSMA;
28 each Placee agrees, confirms, represents, warrants and undertakes as follows:-
28.1 it is, at the time of the offer and acceptance of the Placing Shares, outside the United States for the purposes of Regulation S;
28.2 it will not offer or sell the Placing Shares in the United States absent registration or an exemption from registration under the Securities Act;
28.3 it is aware that the Placing Shares are being offered outside the United States in reliance on Regulation S; and
28.4 it did not purchase or otherwise acquire the Placing 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;
29 if it is subscribing for and/or purchasing the Placing Shares in the United Kingdom, each Placee is a person falling within the exemption contained in Section 86(1)(a) of FSMA 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;
30 each Placee confirms, represents and warrants that, in making the investment decision with respect to the Placing Shares, it has:-
30.1 not relied on the Company, Cantor Fitzgerald Europe or any of its respective affiliates or on any document published by any of them;
30.2 the ability to bear the economic risk of its investment in the Placing Shares and has no need for liquidity with respect to its investment in the Placing Shares;
30.3 such knowledge and experience in financial and business matters that it is capable of evaluating the merits, risks and suitability of investing in the Placing Shares, and is able to sustain a complete loss of any investment in the Placing Shares; and
30.4 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 Placing Shares, including any federal, state and local tax consequences, affecting it in connection with its subscription for and/or purchase of and any subsequent disposal of the Placing Shares;
31 each Placee acknowledges and agrees that it is not entitled to the protections afforded to clients of Cantor Fitzgerald Europe in connection with the Placing and that neither Cantor Fitzgerald Europe nor any of its affiliates 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;
32 each Placee acknowledges that the rights and remedies of Cantor Fitzgerald Europe 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;
33 each Placee undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Cantor Fitzgerald Europe may in its 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 Placing 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 Placing Shares on its behalf;
34 each Placee confirms, represents and warrants that, unless paragraph (34) below applies, it has neither received nor relied on any inside information (for the purpose of and section 56 of the CJA) in relation to its participation in the Placing;
35 each Placee confirms, represents and warrants that if it has received any inside information (for the purposes of the Market Abuse Regulation and section 56 of the CJA) in relation to the Company and its securities, it confirms that it has received such information within the marketing soundings regime provided for in article 11 of the Market Abuse Regulation and associated delegated regulations and it has not: (i) dealt (or attempted to deal) in the securities of the Company; (ii) encouraged, recommended or induced another person to deal in the securities of the Company; or (iii) unlawfully disclosed inside information to any person, prior to the information being made publicly available;
36 it agrees to be bound by the terms of the Articles of Association of the Company; and
37 each Placee acknowledges that the Company, Cantor Fitzgerald Europe, Euroclear, 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 warranties, acknowledgements, representations, undertakings and agreements, and agrees to notify the Company and Cantor Fitzgerald Europe promptly in writing if any of its 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 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. Such Placee irrevocably authorises each of the Company and Cantor Fitzgerald Europe 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.
Governing Law and Jurisdiction
The agreement arising out of acceptance of the Placing and any dispute or claim arising out of or in connection with the Placing or formation thereof (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England. Each Placee irrevocably agrees to submit to the exclusive jurisdiction of the courts of England to settle any claim or dispute that arises out of or in connection with the agreement arising out of
acceptance of the Placing or its subject matter or formation (including non-contractual disputes or claims).
CREST and certificated Placing Shares
The Placing Shares, once issued, will be admitted to CREST with effect from Admission. Placees will receive Placing 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 may, at its discretion, deliver Placing Shares comprised in any such Placee's Placing Participation in certificated form provided payment has been made in terms satisfactory to Cantor Fitzgerald Europe and all conditions in relation to the Placing have been satisfied or waived.
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 are the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Cantor Fitzgerald Europe or any of its directors, officers, employees, affiliates, branches, advisers, consultants or agents or any other person as to or in relation to, the accuracy or completeness of the Announcement and the Appendix or any other written or oral information made available to any placee, or any person acting on such placee's behalf or any of its advisers, and any liability therefor is expressly disclaimed.
DEFINITIONS
The following definitions apply throughout this document unless the context otherwise requires:
Admission admission of the Placing Shares to trading on AIM and such admission becoming effective in accordance with the AIM Rules;
AIM the AIM market operated by the London Stock Exchange;
AIM Rules the AIM Rules for Companies published by the London Stock Exchange from time to time;
Announcement this announcement including the Appendix to this announcement;
Board or Directors the board of directors of the Company for the time being;
Bookbuild the accelerated bookbuilding process launched immediately following this Announcement to conduct the Placing
Business Day any day (excluding Saturdays and Sundays) on which banks are open in London for normal banking business and the London Stock Exchange is open for trading;
Cantor Fitzgerald Europe or CFE Cantor Fitzgerald Europe;
Cantor Group Cantor Fitzgerald Europe and any of its group undertakings from time to time and each undertaking in the Cantor Group is "a member of the Cantor Group";
certificated or in certificated form the description of a share or other security which is not in uncertificated form (that is not in CREST);
CFE Affiliate Cantor Fitzgerald Europe and/or any other member of the Cantor Group or any of their respective directors, officers, employees or agents for the time being;
Company or Pressure Technologies Pressure Technologies plc, a company incorporated in England and Wales with registered number 06135104 and having its registered office at Newton Business Centre, Newton Chambers Road, Chapeltown, Sheffield, S35 2PH;
CREST the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations);
CREST Regulations the Uncertificated Securities Regulations 2001;
EU the European Union;
Euroclear Euroclear UK & Ireland Limited;
Existing Ordinary Shares the 14,495,165 Ordinary Shares in issue as at the date of this Announcement;
FCA the UK Financial Conduct Authority;
Form of Proxy the form of proxy accompanying the Circular relating to the General Meeting;
FSMA the UK Financial Services and Markets Act 2000, as amended;
General Meeting or GM the general meeting of the Company, notice of which is set out at the end of this document, and including any adjournment(s) thereof;
Group the Company and/or its subsidiary undertakings at the date of this document (as defined in sections 1159 and 1160 of the Act);
London Stock Exchange London Stock Exchange plc;
Market Abuse Regulation or MAR the Market Abuse Regulation of the EU (Regulation 569/2014);
Notice of General Meeting the notice of General Meeting, which is set out at the end of the Circular;
Ordinary Shares ordinary shares of 5 pence each in the capital of the Company;
Placees the persons who have agreed to subscribe for the Placing Shares;
Placing the placing of the Placing Shares with the Placees pursuant to the Placing Agreement;
Placing Agreement the agreement dated 16 October 2017 between the Company and Cantor Fitzgerald Europe relating to the Placing;
Placing Price means the price per Placing Share as agreed between the Company and Cantor Fitzgerald Europe at the close of the Bookbuild in accordance with the terms of the Placing Agreement;
Placing Shares the new Ordinary Shares to be issued by the Company pursuant to the Placing;
Prospectus Rules the Prospectus Rules published by the FCA;
Regulatory Information Service has the meaning given in the AIM Rules;
Resolutions the resolutions to be proposed at the General Meeting which are set out in full at paragraphs 1 and 3 of the Notice of General Meeting;
RNS has the meaning given in the AIM Rules;
Shareholders holders of Existing Ordinary Shares;
uncertificated recorded on a register of securities maintained by Euroclear in accordance with the CREST Regulations as being in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland;
US or United States the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia;
US Securities Act the US Securities Act of 1933, as amended; and
£ or sterling pounds sterling, the legal currency of the United Kingdom
