- Title:
Acquisition and Proposed Accelerated Bookbuild - Time:
17:04:36 - Date:
10 Sept 2020 - Category:
Capital structure - ID:
6719Y
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA THE REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
10 September 2020
| |
CentralNic Group plc
("CentralNic" or the "Company" or the "Group")
Conditional acquisition of Zeropark and Voluum for USD 36 million
Proposed Accelerated Bookbuild to raise approximate gross proceeds of £30 million (approximately USD 39m)
CentralNic Group PLC (AIM: CNIC), the global internet platform that derives revenue from the worldwide sales of internet domain names and related services, announces that it has entered into a conditional agreement to acquire as a going concern the Zeropark and Voluum businesses including all material trade and assets pertaining thereto (together being "Codewise"), from three Polish based entities. The total consideration for the acquisition of Codewise is USD 36 million, payable in cash upon completion (the "Acquisition").
Codewise is headquartered in Krakow, Poland, and provides services to domain name owners and website operators so that they can generate recurring income from the monetisation of traffic to their websites, as well as tools for online marketers to acquire traffic and customers, and to manage and optimise their online marketing activities.
This Acquisition will expand CentralNic's monetisation segment following on from the acquisition of Team Internet in December 2019 and will both build market share in this segment and expand CentralNic's monetisation suppliers and customers. It will also allow the company to provide sophisticated online marketing tools to its customers who procure domain names and other web services from CentralNic's existing businesses.
The Acquisition is expected to be significantly earnings enhancing with immediate effect.
The Company also announces an accelerated bookbuild to raise approximately £30 million (c. USD 39m) of new equity to fund the Acquisition and associated costs. Further details of the proposed Placing are detailed in this announcement.
Zeropark and Voluum
Codewise is a monetisation and MarTech business offering digital solutions, including Zeropark (an Ad Exchange platform connecting domain investors and other traffic providers with online marketers) and Voluum (SaaS analytics, measurement, optimisation and media buying tool). In addition to the underlying Zeropark and Voluum platforms, CentralNic is taking on all Codewise staff and management, including the development team developing the platforms to serve an increasing number of monetisation and marketing customers.
Zeropark is an Ad Exchange platform offering real-time-bidding solutions, connecting marketers with domain investors and publishers via its marketplace. The platform provides monetisation revenues to its customers from thousands of diverse sources, as well as marketing solutions for SMBs and brands to acquire traffic and customers online. Zeropark operates a revenue model based on cost per 1k impressions ("CPM") and cost per click ("CPC") together with a commission-based model on sales in marketplace.
Voluum is a SaaS online marketing management suite for SMBs and brands, enabling online ad analytics, tracking, and media buying, using AI-powered optimisation. Voluum operates a revenue model based on a recurring yearly tiered subscription pricing for its Tracker product, together with a commission-based model on demand side platforms ("DSPs").
The Zeropark and Voluum businesses together serve over 6,000 customers across 190 countries.
In the 12 months to 30 June 2020, on an unaudited basis, Codewise generated revenue of USD 60.3 million and pro forma adjusted EBITDA of USD 7.4 million*.
Transaction rationale
The Acquisition is expected to further enhance the success story of CentralNic's monetisation business, following the acquisition of Team Internet in December 2019. Team Internet grew its revenue by 38% from USD 35.0 million in H1 2019 to USD 48.5 million in H1 2020.
CentralNic will retain the management team of Codewise in order to enhance its talent pool, and is excited to welcome c. 140 staff including a highly qualified development team in the technology hub of Krakow.
Codewise is a leading competitor to CentralNic's Team Internet business and the Acquisition substantially increases CentralNic's market share in this attractive sector and considerably broadens its network of domain investor customers, monetisation partners and publishers. In addition, it augments the service offering of CentralNic's Direct segment with marketing automation and customer engagement solutions.
The Acquisition is expected to be more than 20 per cent. earnings accretive for CentralNic.
The Board of CentralNic believes that the Acquisition has the potential to generate revenue synergies through cross selling with its other businesses and potential cost synergies across technology platforms, server bulk discounts and marketing efforts. Through its due diligence, the Board has to date identified approximately USD 1 million of synergies.
Transaction Structure
The total consideration for the Acquisition is USD 36 million (subject to customary working capital adjustments) on a cash free, debt free basis which represents 4.9x the adjusted unaudited EBITDA of USD 7.4 million for the 12-month period to 30 June 2020. The consideration will be paid in cash at completion.
The Company and the Buyer (a special purpose acquisition vehicle wholly-owned by the Company) has entered into an agreement to acquire the trade and assets of Zeropark and Voluum businesses from Codewise ZP Sp. z o.o. Sp.k., Codewise VL Sp. z o.o. Sp.k. and Codewise Sp. z o.o. SP.k (the "Sellers") and both the Company and the Buyer will benefit from customary warranties given in relation to the Zeropark and Voluum businesses (which includes tax matters), subject to certain limitations as to quantum. The Sellers have agreed to abide by non-compete covenants for a 3 year period post-completion of the Acquisition in order to protect the goodwill of the Zeropark and Voluum businesses and, in addition, the Company and the Buyer have the benefit of specific indemnities relating to key matters, such as any losses arising as a result of any of the warranties relating to the intellectual property of Zeropark and/or Voluum being found to have been breached.
The Acquisition will complete when the Sellers effect final steps of a pre-completion restructuring of the Zeropark and Voluum businesses, a formal grant of a new lease to the Sellers and the Buyer procures finance to fund the Acquisition (the "Acquisition Requisites"). The Company expects that each Acquisition Requisite will be satisfied during the Interim Period. Any Acquisition Requisite may be waived by the Company and the Buyer provided that the prior consent of the Joint Bookrunners is obtained.
During the period between this announcement and completion of the Acquisition (the "Interim Period"), the Sellers have agreed to operate and manage the Zeropark and Voluum businesses in the ordinary course and are required to seek the Buyer's prior consent before carrying our certain acts which may give rise to any liability for, or otherwise impact, the Zeropark and Voluum businesses.
A further announcement will be made by the Company upon completion of the Acquisition.
Financing of the Acquisition - Proposed Accelerated Bookbuild to raise gross proceeds of approximately £30 million
The Company announces a proposed placing of new Ordinary Shares (the "Placing Shares") with existing and new institutional investors ("Placees"), to raise gross proceeds of approximately £30 million (the "Placing") to fund the Acquisition and associated costs.
The Placing is being conducted through an accelerated bookbuild process (the "Bookbuild") which will commence immediately following this announcement. The Placing is subject to the terms and conditions set out in the Appendix to this announcement (which forms part of this announcement, such announcement and its Appendix together being this "Announcement").
Zeus Capital Limited ("Zeus") and Stifel Nicolaus Europe Limited ("Stifel") are acting as joint bookrunners in connection with the Placing (together, the "Joint Bookrunners" or the "Banks" and each individually a "Joint Bookrunner") in accordance with the terms and conditions set out in the Appendix.
The final number of Placing Shares to be issued pursuant to the Placing and the Placing Price will be agreed by the Joint Bookrunners and the Company at the close of the Bookbuild, and the results of the Placing will be announced as soon as practicable thereafter. The timing for the close of the Bookbuild and the allocation of Placing Shares shall be at the absolute discretion of the Joint Bookrunners, in consultation with the Company. The Company and the Joint Bookrunners reserve the right to issue and sell a greater or lesser number of shares through the Placing.
The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing ordinary shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Applications will be made to the London Stock Exchange for admission to and trading on AIM ("Admission").
Settlement for the Placing Shares and Admission are expected to take place on or before 8.00 a.m. on 30 September 2020.
The Placing is conditional upon, the Acquisition being unconditional in all respects and Admission becoming effective. The Placing is also conditional upon the placing agreement between the Company and the Joint Bookrunners (the "Placing Agreement") not being terminated in accordance with its terms. The Appendix to this Announcement sets out further information relating to the terms and conditions of the Placing.
Potential Placees should note that the completion of the Placing is subject to the conditions in the Acquisition Agreement being satisfied or waived on or before 30 September 2020. At this point it is anticipated that all conditions in the Acquisition Agreement will have been satisfied or waived save for the formal transfer of legal title which is scheduled to happen at legal completion of the Acquisition, which is scheduled to take place on, or prior to, 31 October 2020. The signed documents transferring legal title will be held in legal escrow from completion of the Placing.
This Announcement contains 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. This 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 such inside information relating to the Company and its securities.
Ben Crawford, CEO of CentralNic, said: "We are delighted that Zeropark and Voluum platforms and technology, expert staff and business relationships are becoming part of CentralNic, boosting not only our recurring revenues and profits, but also our market share and competitiveness. Added to our existing capabilities, the Acquisition makes us a clear global leader, combining two of the most technically advanced monetisation platforms in the domain name industry, and the formidable teams that built and ran them."
Dr. John Malatesta, CEO of Codewise, said: "This is an exciting day for our current and future joint customers as this acquisition is founded on natural technological and commercial synergies with CentralNic's monetisation businesses such as Team Internet, logically enabling the further expansion of an industry primary online advertising integrated stack which seamlessly consolidates in one place, demand and supply management, tracking and optimization. The inherent business similarities between our companies will result in accelerated profitable growth to be reinvested in relentlessly elevated customer experiences and into the acquisition of additional cash-generative ventures, consistently building on CentralNic's core growth strategy."
For further information:
| CentralNic Group Plc Ben Crawford, Chief Executive Officer Don Baladasan, Group Managing Director Michael Riedl, Chief Financial Officer
|
+44 (0) 203 388 0600 |
| |
|
| Zeus Capital Limited (NOMAD, Joint Broker and Joint Bookrunner) Nick Cowles / Jamie Peel (Corporate Finance) John Goold / Rupert Woolfenden (Institutional Sales) |
+44 (0) 161 831 1512 +44 (0) 203 829 5000 |
| Stifel (Joint Broker and Joint Bookrunner) Fred Walsh / Alex Price
|
+44 (0)20 7710 7600
|
| Newgate Communications (for Media) Bob Huxford Tom Carnegie
|
+44 (0) 203 757 6880
|
About CentralNic Group plc
CentralNic (AIM: CNIC) is a London-based AIM-listed company which drives the growth of the global digital economy by developing and managing software platforms allowing businesses globally to buy subscriptions to domain names, used for their own websites and email, as well as for protecting their brands online. Its core growth strategy is identifying and acquiring cash-generative businesses in its industry with annuity revenue streams and exposure to growth markets and migrating them onto the CentralNic software and operating platforms.
CentralNic operates globally with customers in almost every country in the world. It earns recurring revenues from the worldwide sales of internet domain names and other services on an annual subscription basis.
For more information please visit: www.centralnicgroup.com
IMPORTANT INFORMATION
The release, publication or distribution of this Announcement into certain jurisdictions may be restricted by law, and any persons into whose possession this Announcement comes should therefore inform themselves about and observe any applicable restrictions or requirements. No action has been taken by the Company or the Joint Bookrunners that would permit possession or distribution of this Announcement in any jurisdiction where action for that purpose is required. Any failure to comply with any such restrictions or requirements may constitute a violation of the securities laws of any such jurisdiction.
This Announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of, issue or purchase, any security (including, without limitation, the Placing Shares). Copies of this Announcement can be downloaded from the Company's website, www.centralnicgroup.com. However, the contents of the Company's website or any hyperlinks accessible from the Company's website do not form part of this Announcement and Shareholders should not rely on them.
This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This Announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States. The Placing Shares will not qualify for distribution under the relevant securities laws of Australia, New Zealand, Canada, the Republic of South Africa or Japan, nor has any prospectus in relation to the Placing Shares been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance. Accordingly, subject to certain exemptions, the Placing Shares will not be offered, sold, taken up, delivered or transferred in, into or from a Restricted Jurisdiction or to or for the account or benefit of any national, resident or citizen of a Restricted Jurisdiction. This Announcement does not constitute an offer to issue or sell, or the solicitation of an offer to subscribe for or purchase, any Ordinary Shares to any person in a Restricted Jurisdiction and is not for distribution in, into or from a Restricted Jurisdiction. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, or any other securities commission or regulatory authority of the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the placing of the Placing Shares nor have they approved this Announcement or confirmed the accuracy or adequacy of any information contained in it. Any representation to the contrary is a criminal offence in the US.
This Announcement includes statements that are, or may be deemed to be, forward-looking statements that are based on current expectations or beliefs, as well as assumptions about future events. These forward-looking statements can be identified by the use of forward- looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. They appear in a number of places through this Announcement and include statements regarding the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Company's results of operations, financial condition, liquidity, prospects, growth and strategies. By their nature, forward-looking statements contained in this Announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Subject to any requirement under the AIM Rules or other applicable legislation or regulation, neither the Company nor the Joint Bookrunners undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Undue reliance should not be placed on forward-looking statements, which speak only as of the date of this Announcement. There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in expectations and assumptions used and changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.
Where third party information has been used in this Announcement, the source of such information has been identified. The Company takes responsibility for compiling and extracting, but has not independently verified, market data provided by third parties or industry or general publications and takes no further responsibility for such data.
DEFINITIONS
The following definitions apply throughout this Announcement unless the context requires otherwise:
| "Acquisition" |
the acquisition by the Buyer of Zeropark and Voluum from Codewise pursuant to the terms and conditions of the Acquisition Agreement |
| "Acquisition Agreement" |
the conditional agreement dated 10 September 2020 between the Buyer, the Codewise Sellers, the Company and Robert Gryn relating to the Acquisition |
| "Admission" |
the admission of the Placing Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules |
| "AI" |
artificial intelligence |
| "AIM" |
the AIM Market of the London Stock Exchange |
| "AIM Rules" |
the rules applicable to companies governing their admission to AIM, and following admission their continuing obligations to AIM, as set out in the AIM Rules for Companies published by the London Stock Exchange from time to time |
| "Banks" and "Joint Bookrunners" |
Stifel and Zeus |
| "Bookbuild" |
means the accelerated bookbuild process in relation to the Placing which will establish the demand for and total number of Placing Shares to be issued in the Placing |
| "business day" |
a day (excluding Saturdays, Sundays and public holidays) on which banks are generally open for business in the City of London |
| "Buyer" |
Erunby Investments Spółka Z Ograniczoną Odpowiedzialnością, a wholly-owned subsidiary of the Company |
| "certificated" or in "certificated form" |
where a share or other security is not in uncertificated form (that is, not in CREST) |
| "Codewise Sellers" |
Codewise ZP Sp. Z o.o.Sp.k., Codewise VL Sp. Zo.o. Sp. K. and Codewise Sp. Z.o.o SP.k |
| "Company" or "CentalNic" |
CentralNic Group plc, a company incorporated in England and Wales under the Companies Act 2006 with company number 08576358 |
| "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 (SI 2001 No. 3755) |
| "EEA" |
the European Economic Area |
| "Existing Shares" |
the 188,843,484 Ordinary Shares in issue at the date of this Announcement, all of which are admitted to trading on AIM |
| "Euroclear" |
Euroclear UK & Ireland Limited, a company incorporated under the laws of England and Wales |
| "FCA" |
the UK Financial Conduct Authority |
| "FSMA" |
Financial Services & Markets Act 2000 (as amended) |
| "FSMA" |
the Financial Services and Markets Act 2000 (as amended) |
| "Group" |
the Company and its subsidiaries companies |
| "London Stock Exchange" |
London Stock Exchange plc |
| "Market Abuse Regulation" |
the Market Abuse Regulation (2014/596/EU) (incorporating the technical standards, delegated regulations and guidance notes, published by the European Commission, London Stock Exchange, the FCA and the European Securities and Markets Authority) |
| "Ordinary Shares" |
the ordinary shares of 0.1 pence each in the capital of the Company |
| "Placing" |
the conditional placing by the Joint Bookrunners (on behalf of the Company) by way of a bookbuild of the Placing Shares at the Placing Price subject to, inter alia, Admission |
| "Placing Agreement" |
the placing agreement entered into on 10 September 2020 between the Company and the Joint Bookrunners |
| "Placing Price" |
the price per share determined on completion of the Bookbuild |
| "Placing Results Announcement" |
the press announcement giving details of the results of the Placing together with the number of Placing Shares and the Placing Price |
| "Placing Shares" |
up to 40,000,000 new Ordinary Shares, to be allotted and issued pursuant to the Placing, the final number of which will be determined on completion of the Bookbuild |
| "pounds", "£", "penny", "pence", "p" or "Sterling" |
the lawful currency of the United Kingdom |
| "Registrars" |
[Link Asset |
| "Restricted Jurisdiction(s)" |
each of the United States, Australia, New Zealand, Canada, the Republic of South Africa and Japan |
| "SaaS" |
software as a service |
| "Securities Act" |
the United States Securities Act of 1933, as amended |
| "Shareholders" |
holders of Ordinary Shares |
| "SMBs" |
small and medium businesses |
| "Stifel" |
Stifel Nicolaus Europe Limited, joint broker to the Company in respect of the Placing |
| "Team Internet" |
Team Internet AG |
| "UK" or "United Kingdom" |
the United Kingdom of Great Britain and Northern Ireland |
| "uncertificated" or in "uncertificated form" |
in respect of a share or other security, where that share or other security is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST |
| "US" or "United States" |
United States of America |
| "Voluum" |
A SaaS online marketing management suite for SMBs and brands enabling online ad analytics, tracking, media buying, and AI-powered optimisation |
| "Zeropark" |
A platform providing: 1) monetisation revenues to domain investors and other customers via alternative sources to of Google (the main monetisation partner of CentralNic's Team Internet) 2) marketing solutions for SMBs and brands to acquireweb traffic and acquire customers online |
| "Zeus" |
Zeus Capital Limited, joint broker to the Company in respect of the Placing |
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR PUBLIC RELEASE, PUBLICATION, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (WHICH MEANS REGULATION 2017/1129 AS AMENDED FROM TIME TO TIME) (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"), (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("FSMA"), AND (C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY SECURITIES IN CENTRALNIC GROUP PLC (THE "COMPANY").
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) DOES NOT CONSTITUTE AND MAY NOT BE CONSTRUED AS AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF ACQUIRING THE PLACING SHARES.
Unless otherwise defined in these terms and conditions, capitalised terms used in these terms and conditions shall have the meaning given to them in this Announcement.
The Placees will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix. In particular, each such Placee represents, warrants and acknowledges that:
1. it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
2. if it is in a member state of the EEA and/or if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Regulation, that any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in any member state of the EEA in circumstances which may give rise to an offer of securities to the public, other than an offer or resale in a member state of the EEA which has implemented the Prospectus Regulation to Qualified Investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to each such proposed offer or resale;
3. it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement;
4. it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix;
5. it acknowledges that the Placing Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States; and
6. the Company and the Joint Bookrunners will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.
Selling Restrictions
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix (or the Announcement of which it forms part) should seek appropriate advice before taking any action.
Neither of the Joint Bookrunners makes any representation to any Placees regarding an investment in the Placing Shares.
Details of the Placing Agreement and of the Placing Shares
The Company has today entered into the Placing Agreement with Zeus Capital Limited ("Zeus") (the Company's Nominated Adviser and joint bookrunner in connection with the Placing) and Stifel Nicolaus Europe Limited ("Stifel") (the Company's joint bookrunner in connection with the Placing) (together with Zeus the "Joint Bookrunners" and each a "Joint Bookrunner") under which, subject to the conditions set out therein, each of the Joint Bookrunners have agreed, as agent for and on behalf of the Company, to use its reasonable endeavours to procure Placees for the Placing Shares, at the Placing Price. The Placing is not being underwritten by either of the Joint Bookrunners or any other person.
The price per Ordinary Share at which the Placing Shares are to be placed (the "Placing Price") and the final number of Placing Shares will be decided at the close of the Bookbuild. The timing of the closing of the book, pricing and allocations are at the discretion of the Company and the Joint Bookrunners. Details of the Placing Price and the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares in the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.
The Placing will be effected by way of a placing of new Ordinary Shares in the Company for non-cash consideration. Zeus will subscribe for ordinary shares and redeemable preference shares in Project Zorro Funding Limited for an amount approximately equal to the net proceeds of the Placing. The Company will allot and issue the Placing Shares on a non-pre-emptive basis to Placees in consideration for the transfer of the ordinary shares and redeemable preference shares in Project Zorro Funding Limited that will be issued to Zeus. The proceeds raised through the Placing will be retained for the benefit of the Company
Application for admission to trading
Application will be made to London Stock Exchange plc for admission of the Placing Shares to trading on AIM in accordance with the AIM Rules for Companies ("Admission").
It is expected that Admission will become effective at 8.00 a.m. on or around 30 September 2020 (or such later time or date as the Joint Bookrunners may agree with the Company) and that dealings in the Placing Shares will commence at that time, and in any event no later than 7 October 2020.
Bookbuild
The Joint Bookrunners will today commence the bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. The book will open with immediate effect. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
The Joint Bookrunners and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. Each Joint Bookrunner is arranging the Placing as bookrunner and placing agent of the Company.
2. Participation in the Placing will only be available to persons who are Relevant Persons and who may lawfully be, and are, invited to participate by a Joint Bookrunner. Each Joint Bookrunner's agents and their respective affiliates are each entitled to enter bids in the Bookbuild as principal.
3. The Bookbuild if successful, will establish the Placing Price payable to the Joint Bookrunners, as settlement agents for the Company, by all Placees whose bids are successful. The final number of Placing Shares will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild. The Placing Price and the number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild (the "Pricing Announcement").
4. To bid in the Bookbuild, prospective Placees should communicate their bid by telephone or in writing to their usual sales contact at the relevant Bookrunner. Each bid should state the aggregate number of Placing Shares which the prospective Placee wishes to subscribe for at either the Placing Price which is ultimately established by the Company and the Joint Bookrunners, or at prices up to a price limit specified in its bid. Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraph 9 below. The Joint Bookrunners are arranging the Placing as agents of the Company.
5. The Bookbuild will open with immediate effect following release of this Announcement and close as soon as reasonably practicable thereafter no later than 7.00 a.m. (London time) on 11 September 2020. Each Bookrunner may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the agreement of the Joint Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the Placing.
6. Each prospective Placee's allocation will be determined by the Joint Bookrunners in their sole discretion and will be confirmed orally by the relevant Bookrunner as agent of the Company following the close of the Bookbuild. That oral confirmation will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to acquire the number of Placing Shares allocated to it and to pay the Placing Price in respect of such shares on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association and each Placee will be deemed to have read and understood this Announcement (including this Appendix) in its entirety. Placees that are QIBs and in the United States will be required to execute an investor letter in customary form and scope prior to the final allocation of any Placing Shares to such Placees.
7. Each prospective Placee's allocation and commitment will be evidenced by a form of confirmation or contract note and/or electronic trade confirmation issued to such Placee by the relevant Joint Bookrunner. The terms of this Appendix will be deemed incorporated by reference therein.
8. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Bookrunner, to pay as principal to that Joint Bookrunner (or as it may direct) in cleared funds immediately on the settlement date an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.
9. The Joint Bookrunners reserve the right not to accept bids or may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. The Joint Bookrunners may also, notwithstanding paragraphs 3 and 4 above, subject to the prior consent of the Company (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.
10. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and, except with the consent of the Joint Bookrunners, will not be capable of variation or revocation after the time at which it is submitted.
11. Except as required by law or regulation, no press release or other announcement will be made by the Joint Bookrunners or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
12. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
13. All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".
14. By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
15. To the fullest extent permissible by law, neither of the Joint Bookrunners nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither of the Joint Bookrunners nor any of their respective affiliates, agents, directors, officers or employees shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of such Joint Bookrunner's conduct of the Bookbuild or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. Each Joint Bookrunner's obligations under the Placing Agreement are conditional on customary conditions, including (amongst others) (the "Conditions"):
16. the fulfilment by the Company of its obligations under the Placing Agreement;
17. an AIM application form in respect of the Placing Shares signed on behalf of the Company and all other documents to be submitted therewith having been delivered to London Stock Exchange plc;
18. the Acquisition Agreement: (i) not having been terminated or amended; (ii) having become unconditional in all respects, save for any condition relating to the Placing Agreement becoming unconditional in accordance with its terms (including, for the avoidance of doubt, Admission) and (iii) no notice of breach or notice of termination having been issued by any party to the Acquisition Agreement;
19. the Company having provided evidence to the Banks which provides satisfaction to the Banks (in their sole and absolute discretion) that all of the parties to the Acquisition Agreement have complied with, or are capable of complying with, all of the obligations on the respective parties in respect of the matters to be done at completion of the Acquisition Agreement;
20. the Transfer Agreement and the Option Agreement (each as defined in the Placing Agreement) having been duly executed by all of the parties thereto and such agreements not having been terminated; and
21. Admission having occurred not later than 8.00 a.m. on 30 September 2020 or such later date as the Company and each of the Joint Bookrunners may agree, but in any event not later than 8.00 a.m. on 7 October 2020.
If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled (or, where permitted, waived or extended in writing by the Joint Bookrunners) or become incapable of fulfilment on or before the date or time specified for the fulfilment thereof (or such later date and/or time as the Joint Bookrunners may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement (including this Appendix).
Placees should note that given the fact that legal completion is not due to take place until on or before 31 October, there is a theoretical risk to Placees that the Placing completes but the Acquisition does not, however the Company does not anticipate this given the structure outlined in the information above.
Lock-up
The Company has undertaken that, save in certain limited circumstances, it will not at any time between the date of the Placing Agreement and the date which is 6 months from the date of Admission, without the prior consent of each of the Joint Bookrunners (such consent not to be unreasonably withheld or delayed) issue any shares or options to subscribe for any shares (other than options granted pursuant to any employee share schemes adopted by the Company) or securities convertible or exchangeable into shares or enter into any agreement or undertaking to do so.
By participating in the Placing, Placees agree that the exercise by the Joint Bookrunners of any power to grant consent to the undertaking by the Company of a transaction which would otherwise be subject to the lock-up under the Placing Agreement shall be within the discretion of the Joint Bookrunners and that it need not make any reference to, or consult with, any Placee and that it shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent or failure to exercise such power.
Right to terminate under the Placing Agreement
At any time before Admission, each of the Joint Bookrunners is entitled to terminate the Placing Agreement in the following circumstances, amongst others: (i) if any of the Company's warranties or representations are not or cease to be true and accurate in any respect which either of the Joint Bookrunners considers to be material in the context of the Placing; or (ii) if it comes to the notice of either of the Joint Bookrunners that any statement contained in the Placing Agreement was or has become untrue, incorrect or misleading in any respect which either of the Joint Bookrunners considers to be material in the context of the Placing; or (iii) in the opinion of either of the Joint Bookrunners, there shall have occurred any Material Adverse Change (as defined in the Placing Agreement); or (v) if there has occurred (a) a general moratorium on commercial banking activities in London declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in the United Kingdom; (b) the outbreak or escalation of hostilities or acts of terrorism involving the United Kingdom or the declaration by the United Kingdom of a national emergency or war; (c) any other occurrence of any kind which (by itself or together with any other such occurrence) in each of the Joint Bookrunners' reasonable opinion is likely to materially and adversely affect the market's position or prospects of the Group taken as a whole (including any material deterioration in, or material escalation in the response to, the COVID 19 pandemic); or (d) any other crisis of international or national effect or any change in any currency exchange rates or controls or in any financial, political, economic or market conditions or in market sentiment which, in any such case, in each of the Joint Bookrunners' reasonable opinion is materially adverse.
Upon such notice of termination being given, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise by either of the Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of that Bookrunner, and that it need not make any reference to Placees and that the relevant Bookrunner shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
No prospectus or admission document
No offering document or prospectus or admission document has been or will be published or submitted to be approved by the FCA or the LSE in relation to the Placing and Placees' commitments will be made solely on the basis of their own assessment of the Company, the Placing Shares and the Placing based on the Company's publicly available information taken together with the information contained in this Announcement (including this Appendix) released by the Company today and any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement, and subject to the further terms set forth in the contract note to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company, the Joint Bookrunners or any other person and neither of the Joint Bookrunners nor the Company nor any of their respective affiliates will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own legal adviser, tax adviser and/or business adviser for legal, tax and business advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BCCW4X83) following Admission will take place within the CREST system, subject to certain exceptions. The Company and the Joint Bookrunners reserve the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees by such other means that they deem necessary, including in certificated form, if in either Bookrunner's reasonable opinion delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note or electronic confirmation in accordance with the standing arrangements in place with the relevant Joint Bookrunner stating the number of Placing Shares to be allocated to it at the Placing Price, the aggregate amount owed by such Placee to the relevant Joint Bookrunner or its sub-agent and settlement instructions. Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with the relevant Joint Bookrunner.
The Company will deliver the Placing Shares to a CREST account operated by either of the Joint Bookrunners (as appropriate) or their respective sub-agent, in each case, as agent for and on behalf of the Company and will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.
It is expected that settlement will be on 30 2020 on a trade date + 19 basis in accordance with the instructions set out in the contract note.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the relevant Joint Bookrunner.
Each Placee is deemed to agree that, if it does not comply with these obligations, the Joint Bookrunners may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the account and benefit of the relevant Bookrunner, 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 other stamp, securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest or penalties thereon or other similar taxes imposed in any jurisdiction) 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 the relevant Joint Bookrunner all such authorities and powers necessary to carry out any such transaction and agrees to ratify and confirm all actions which that Joint Bookrunner lawfully takes on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note or electronic trade confirmation (as applicable) 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. If there are any other circumstances in which any stamp duty or stamp duty reserve tax (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither of the Joint Bookrunners nor the Company shall be responsible for the payment thereof. Placees (or any nominee or other agent acting on behalf of a Placee) will not be entitled to receive any fee or commission in connection with the Placing.
In the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in the Placing, the Company and the Joint Bookrunners may agree that the Placing Shares should be issued in certificated form. The Joint Bookrunners reserve the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.
Representations and warranties
By participating in the Placing, each prospective Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with Zeus (in its capacity as the nominated adviser, joint bookrunner and agent of the Company), Stifel (in its capacity as joint bookrunner and agent of the Company) and the Company, in each case as a fundamental term of its application for Placing Shares, that:
22. it has read and understood this Announcement (including its Appendices) in its entirety and that its participation in the Bookbuild and the Placing and its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein;
23. it has made its investment decision based solely upon its own judgement, due diligence and analysis and not upon any view expressed or information provided by or on behalf of the Joint Bookrunners or any other person other than as set out in this Announcement;
24. no offering document or prospectus or admission document has been prepared in connection with the Placing and it has not received a prospectus, admission document or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;
25. it has neither received nor relied on any 'inside information' as defined in MAR concerning the Company, including, but not limited to, any price sensitive information concerning the Company, in accepting this invitation to participate in the Placing;
26. it has the power and authority to carry on the activities in which it is engaged, to acquire Placing Shares and to execute and deliver all documents necessary for such acquisition;
27. neither of the Joint Bookrunners nor the Company nor any of their respective affiliates, agents, directors, officers or employees nor any person acting on behalf of any of them has provided, and none of them will provide it, with any material regarding the Placing Shares or the Company other than information included in this Announcement (including this Appendix), nor has it requested any of Zeus, Stifel, the Company, or any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;
28. (i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement (including this Appendix) and any information publicly announced to a Regulatory Information Service by or on behalf of the Company prior to the date of this Announcement (the "Publicly Available Information"); (ii) the Company's Ordinary Shares are quoted on AIM and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the LSE and relevant regulatory authorities (the "Exchange Information"), which includes a description of the nature of the Company's business, most recent balance sheet and profit and loss account, and similar statements for preceding years, and it has reviewed such Exchange Information as it has deemed necessary or that it is able to obtain or access the Exchange Information without undue difficulty; and (iii) it has had access to such financial and other information (including the business, financial condition, prospects, creditworthiness, status and affairs of the Company, the Placing and the Placing Shares, as well as the opportunity to ask questions) concerning the Company, the Placing and the Placing Shares as it has deemed necessary in connection with its own investment decision to acquire any of the Placing Shares and has satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing;
29. (i) neither the Company, Zeus, Stifel, nor any of its respective affiliates has made any representations to it, express or implied, with respect to the Company, the Placing and the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information or the Exchange Information, and each of them expressly disclaims any liability in respect thereof; and (ii) it will not hold either of the Joint Bookrunners nor any of its respective affiliates responsible for any misstatements in or omissions from any Publicly Available Information or any Exchange Information. Nothing in this paragraph or otherwise in this Announcement (including this Appendix) excludes the liability of any person for fraudulent misrepresentation made by that person;
30. the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and that none of Zeus, Stifel nor any of its respective affiliates, agents, directors, officers or employees nor any person acting on its behalf has or shall have any liability for any information, representation or statement contained in this Announcement (including this Appendix) or any information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement (including this Appendix) and any Publicly Available Information including (without limitation) the Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given, investigation made or representations, warranties or statements made by any of Zeus, Stifel or the Company nor any of their respective affiliates, agents, directors, officers or employees nor any person acting on its or their behalf and none of the Joint Bookrunners nor the Company nor any of their respective affiliates, agents, directors, officers or employees will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement;
31. it may not rely, and has not relied, on any investigation that the Joint Bookrunners, any of their affiliated or any person acting on their behalf, may or may not have conducted with respect to the Placing Shares or the Company, and none of such persons has may any representation, express or implied, with respect to the Company or the Placing Shares;
32. it has conducted its own investigation with respect to the Company and the Placing Shares, received and reviewed all information that it believes is necessary or appropriate in connection with its purchase of Placing Shares and made its own assessment and has satisfied itself concerning the relevant tax, legal, regulatory, currency and other economic considerations relevant to its investment in the Placing Shares;
33. in making any decision to acquire the Placing Shares, it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of taking up the Placing Shares. It further confirms that it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing and has no need for liquidity with respect to its investment in the Placing Shares;
34. (i) it and each account it represents is not and at the time the Placing Shares are acquired will not, be a resident of any jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares, and it and each account it represents is either: (a) (1) outside the United States and will be outside the United States at the time that any buy order for Placing Shares is originated by it, (2) acquiring the Placing Shares in an "offshore transaction" within the meaning of Regulation S and (3) not acquiring any of the Placing Shares as a result of any form of "directed selling efforts" within the meaning of Regulation S; or (b) if inside the United States, is a QIB; (ii) it is not acquiring the Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly of any such Placing Shares into the United States, Australia, Canada, Japan or the Republic of South Africa; and (iii) the Placing Shares have not been and will not be registered under the securities legislation of the United States, Australia, Canada, Japan or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, acquired, renounced, distributed or delivered or transferred, directly or indirectly, within or into those jurisdictions;
35. it will not distribute, forward, transfer or otherwise transmit this document or any other materials concerning the Placing (including any electronic copies thereof), in or into the United States;
36. the Placing Shares are expected to be issued to it through CREST;
37. where it is acquiring the Placing Shares for one or more managed account, that it is authorised in writing by each managed account to acquire the Placing Shares for each managed account and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;
38. if it is a pension fund or investment company, its acquisition of Placing Shares is in full compliance with applicable laws and regulations;
39. neither it, nor the person specified by it for registration as holder of Placing Shares is, or is acting as nominee or agent for, and the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act of 1986 (depositary receipts and clearance services);
40. it has complied with its obligations under the Criminal Justice Act 1993, section 118 of FSMA, and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006, the Money Laundering Regulations 2007 (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;
41. if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Regulation, the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA other than to Qualified Investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the proposed offer or resale;
42. it and any person acting on its behalf falls within Article 19(5) and/or 49(2)(a) to (d) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
43. it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the EEA except in circumstances falling within Article 3(2) of the Prospectus Regulation which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of that Regulation;
44. it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
45. it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;
46. if in a member state of the EEA, it is a "qualified investor" within the meaning of the Prospectus Regulation;
47. if in the UK, that it is a person (i) who has professional experience in matters relating to investments falling within Article 19(5) of the Order, (ii) falling within Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order, or (iii) to whom this Announcement may otherwise be lawfully communicated;
48. that no action has been or will be taken by any of the Company, either of the Joint Bookrunners or any person acting on behalf of the Company or either of the Joint Bookrunners 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;
49. it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Company and/or the Joint Bookrunners for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person). Each Placee agrees that the provisions of this paragraph 24 shall survive the resale of the Placing Shares by or on behalf of any person for whom it is acting;
50. (i) it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it, (ii) it has paid any issue, transfer or other taxes due in connection with its participation in any territory, (iii) it has not taken any action which will or may result in the Company, either of the Joint Bookrunners, any of their affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing, (iv) that the acquisition of the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise, and (v) it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement (including this Appendix)) and will honour such obligations;
51. it (and any person acting on its behalf) has the funds available to pay for, and will make payment for the Placing Shares allocated to it, in accordance with the terms and conditions of this Announcement (including this Appendix) on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other persons or sold as the relevant Joint Bookrunner may in its discretion determine and it will remain liable for any amount by which the net proceeds of such sale falls short of the product of the Placing Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty for stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;
52. its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to acquire, and that the Joint Bookrunners may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
53. neither of the Joint Bookrunners nor any of its respective affiliates, agents, directors, officers or employees, nor any person acting on behalf of it, is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and participation in the Placing is on the basis that it is not and will not be a client of either of the Joint Bookrunners and neither of the Joint Bookrunners has any duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of their respective rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
54. if it has received any 'inside information' (for the purposes of MAR and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities in advance of the Placing, it confirms that it has received such information within the market soundings regime provided for in article 11 of MAR and associated delegated regulations and it has not:
(i) used that inside information to acquire or dispose of securities of the Company or financial instruments related thereto or cancel or amend an order concerning the Company's securities or any such financial instruments;
(ii) used that inside information to encourage, require, recommend or induce another person to deal in the securities of the Company or financial instruments related thereto or to cancel or amend an order concerning the Company's securities or such financial instruments; or
(iii) disclosed such information to any person, prior to the information being made publicly available;
55. the person whom it specifies for registration as holder of the Placing Shares will be: (i) itself; or (ii) its nominee, as the case may be. Neither of the Joint Bookrunners nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify on an after-tax basis and hold harmless the Company, each of the Joint Bookrunners and each of their respective affiliates, agents, directors, officers and employees in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of Zeus who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
56. it indemnifies and holds harmless the Company, each of the Joint Bookrunners and their respective affiliates, agents, directors, officers and employees from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
57. in connection with the Placing, each of the Joint Bookrunners and any of its affiliates acting as an investor for its own account may acquire Placing Shares in the Company and in that capacity may acquire, retain, purchase or sell for its own account such ordinary shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Neither of the Joint Bookrunners intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;
58. its commitment to acquire Placing Shares on the terms set out in this Announcement (including this Appendix) will continue notwithstanding any amendment that may or in the future be made to the terms and conditions 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 or either of the Bookrunner's conduct of the Placing;
59. neither the Company nor either of the Joint Bookrunners owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
60. its commitment to acquire Placing Shares on the terms set out herein and in the contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or either of the Joint Bookrunner's conduct of the Placing;
61. these terms and conditions and any agreements entered into by it pursuant to these terms and conditions (including any non-contractual obligations arising out of or in connection with such agreements) shall be governed by and construed in accordance with the laws of England and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by either Bookrunner in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange; and
62. the foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of each of the Company and the Joint Bookrunners (for their own benefit and, where relevant, the benefit of their respective affiliates and any person acting on their behalf) and are irrevocable. The Company, each of the Joint Bookrunners and their respective affiliates, agents, directors, officers and employees and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations, warranties and agreements and it agrees that if any of the acknowledgements, representations, warranties and agreements made in connection with its acquiring of Placing Shares is no longer accurate, it shall promptly notify the Company and the Joint Bookrunners. It irrevocably authorises the Joint Bookrunners and the Company to produce this Announcement pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set out herein.
Taxation
The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement is subject to the representations, warranties and further terms above and assumes, and is based on the warranty from each Placee, that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which neither the Company nor the Joint Bookrunners will be responsible and each Placee shall indemnify on an after-tax basis and hold harmless the Company, each of the Joint Bookrunners and their respective affiliates, agents, directors, officers and employees for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify the Joint Bookrunners accordingly.
Neither the Company nor the Joint Bookrunners are liable to bear any capital duty, stamp duty or any other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable in or outside the United Kingdom by any Placee or any other person on a Placee's acquisition of any Placing Shares or the agreement by a Placee to acquire any Placing Shares. Each Placee agrees to indemnify on an after-tax basis and hold harmless the Company, each of the Joint Bookrunners and their respective affiliates, agents, directors, officers and employees from any and all interest, fines or penalties in relation to any such duties or taxes to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.
Each Placee should seek its own advice as to whether any of the above tax liabilities arise and notify the relevant Joint Bookrunner accordingly.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Company's ordinary shares may decline and investors could lose all or part of their investment; the Company's ordinary shares offer no guaranteed income and no capital protection; and an investment in the Company's ordinary shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
General
Each Placee, and any person acting on behalf of each Placee, acknowledges and agrees that each of the Joint Bookrunners and/or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with the Joint Bookrunners, any money held in an account with the Joint Bookrunners on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the Bookrunner's money in accordance with the client money rules and will be used by the Joint Bookrunners in the course of their respective businesses; and the Placee will rank only as a general creditor of the relevant Bookrunner.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
The rights and remedies of each of the Joint Bookrunners and the Company under the Announcement and the Terms and Conditions contained in this Appendix are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
If a Placee is a discretionary fund manager, he may be asked to disclose, in writing or orally to the Joint Bookrunners the jurisdiction in which the funds are managed or owned.
All times and dates in this Announcement (including this Appendix) may be subject to amendment. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.
Acquisition and Proposed Accelerated Bookbuild17:04:3610 Sept 2020Capital structure6719Y