Placing & Subscription to raise up to £15 million

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO, THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

This announcement contains inside information for the purposes of the UK version of Article 7 of Regulation (EU) 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. 

 

 

EQTEC plc

("EQTEC", the "Company" or the "Group")

 

Proposed Placing, PrimaryBid Offer and Subscription to raise up to approximately £15 million

 

Issue of equity

 

Director retirement

 

and

 

Related party transaction

 

EQTEC plc (AIM: EQT), a world-leading gasification technology solutions company for sustainable waste-to-energy projects, today announces its intention to raise up to approximately £15 million before expenses, by way of (i) a placing of new Ordinary Shares ("Placing Shares") at a fixed price of 1.5 pence per new Ordinary Share (the "Issue Price") to institutional and other investors (the "Placing"), (ii) an offer for subscription of up to 200,000,000 new Ordinary Shares by PrimaryBid ("PrimaryBid Shares") at the Issue Price to retail investors (the "PrimaryBid Offer"), and (iii) a direct subscription with the Company of up to 287,666,665 new Ordinary Shares (the "Subscription" and, together with the Placing and the PrimaryBid Offer, the "Fundraising").

 

Highlights:

·    The Company intends to conduct a Fundraising to raise up to approximately £15 million (before expenses) through the issue of new Ordinary Shares at the Issue Price;

·    The Fundraising will include (i) an offer for subscription, to be conducted by PrimaryBid on behalf of the Company, with existing shareholders prioritised if the subscription through PrimaryBid is oversubscribed, and (ii) a direct subscription with the Company;

·   The proceeds from the Fundraising will be used to support the Company's sustainable growth model, acceleration of progress in existing markets, entry into new markets and enhancement of capacity and capabilities;

·    The Issue Price represents a discount of approximately 11.24 per cent. to the closing mid-market price of the Company's Ordinary Shares on AIM on 27 May 2021, being the latest practicable date before this Announcement; and

·   The Placing is to be conducted by way of an accelerated bookbuild process, to commence immediately following this Announcement and will be subject to the terms and conditions set out in Appendix I to this Announcement.

 

Capitalised terms not otherwise defined in the text of this Announcement have the meaning given to them in the section headed "Definitions" in Appendix II below.

 

ENQUIRIES

EQTEC plc	+353 21 2409 056
David Palumbo / Gerry Madden
Strand Hanson - Nomad & Financial Adviser	+44 20 7409 3494
James Harris / James Dance
Arden Partners - Joint Broker	+44 20 7614 5900
Paul Shackleton (Corporate) / Simon Johnson (Sales)
Canaccord Genuity - Joint Broker	+44 20 7523 8000
Henry Fitzgerald-O'Connor / James Asensio / Patrick Dolaghan
Alma PR - Financial Media & Investor Relations	+44 20 3405 0205
Josh Royston / Sam Modlin	E[email protected]
BECG - General Media Enquiries	+44 7554 014 188 / +44 7867 452 269
Carrie Lowe / Tom Gosschalk	E[email protected]

 

Additional information

Expected timetable of events

	2021
Announcement of the Fundraising	7.00 a.m. on 28 May
Launch of PrimaryBid Offer	7.01 a.m. on 28 May
Announcement of the results of the Fundraising	28 May
Admission of New Shares to trading on AIM and commencement of dealings	8.00 a.m. on 3 June

 

Notes:

 

1. Each of the above times and/or dates is subject to change at the absolute discretion of the Company and the Joint Brokers. If any of the above times and/or dates should change, the revised times and/or dates will be announced through a Regulatory Information Service.

 

2.  All of the above times refer to London, UK time, unless otherwise stated.

 

Introduction

 

As one of the world's most experienced companies in gasification for sustainable waste-to-energy projects, EQTEC is combining its technology innovation and engineering with expert commercial modelling, plant construction and project delivery to help drive the global energy transition. EQTEC's proven, proprietary and patented technology is at the centre of projects aimed at enhancing local communities and championing local businesses with improved environmental impact.

 

EQTEC designs and supplies advanced gasification solutions with high-efficiency equipment that is modular and scalable from 1MW to 30MW. EQTEC's versatile solutions are proven to process over 50 different types of feedstock including municipal waste, agricultural waste, biomass and plastics with no hazardous waste or toxic emissions. EQTEC's solutions produce a pure, high-quality synthesis gas ("syngas") that can be used for the widest range of applications in the creation of energy, biofuels or hydrogen.

 

EQTEC's proprietary technology design, together with its deployment and maintenance capabilities, mitigate the risks of using third-party equipment. EQTEC's technology integration capabilities enable the Group to lead collaborative ecosystems of qualified partners to build sustainable waste reduction and green energy infrastructure.

 

Strategy

 

The Company's mission is to address meaningfully the global need for reduction of increasingly large volumes of waste and meet the growing demand for clean energy, with higher versatility and reliability, a lower emissions profile and higher efficiency than alternative methods. EQTEC's commercial model sources local waste, champions local businesses, creates local jobs and supports the transition to localised, decentralised energy systems in every country where it operates.

 

The Company aims to build more advanced gasification plants in more markets with a greater, cleaner impact on local communities and greater returns for investors. The Company is focused on four objectives, all of which are supported by EQTEC's Advanced Gasification Technology innovation and engineering, the strength of partner relationships and ability to deliver sustainable waste-to-energy projects:

 

1.    Biomass-to-Energy.  The Company is pursuing multiple deals in Europe, predominantly in Greece, Croatia and other central and southern countries, as well as in the USA. It anticipates the closure in 2021 of five to eight deals with contract values to the Group over the life of the contracts totalling €20 - 30 million.

 

2.  RDF-to-Energy.  The Company will apply its expertise with the capabilities of local teams to begin construction at the Billingham, Teesside, UK plant, a 25 MW_e/34 MW_th plant. The project is anticipated to have a contract value in excess of €30 million to the Group, which will be recognised as revenue over the life of the contract, and to lead the way for the two more similarly-sized UK RDF facilities in 2022, in Deeside, Flintshire and Southport, Merseyside.

 

3.  Biomass-to-Bioenergy. The Company intends to close the first of several potential deals for biomass-to-bioenergy plant construction in Ireland, with local partner Carbon Sole. Working with them and one or more methanation technology partners, EQTEC will pursue at least one deal in 2021, with a targeted contract value of €15 million to the Group, for production of biofuels and potentially other clean bioenergy, with the opportunity for similar deals to follow.

 

4.  Recommissioning EQTEC technology. Two plants are expected to be recovered where operations were previously suspended by their owner-operators and EQTEC will lead one or more consortia to acquire, repower, own and operate its technology in target markets. These comprise a 1.0 MWe plant in Italy, acquired earlier in May 2021, which will transform straw and forestry wood waste from local farms and forests into green electricity and heat for use in the local community. In Croatia, EQTEC will work with local partner Sense ESCO d.o.o. to recommission a 1.2 MWe plant transforming local forestry waste wood to provide electricity and heat and it is expected to be acquired in 2021.

 

Income comes from the following streams: (1) gasification technology sales including software, engineering & design and other related services; (2) maintenance income from operating plants; and (3) receipt of development fees from projects where the Company will invest development capital. In the future we expect to receive revenue from licensing opportunities and revenue from live operations where EQTEC has an equity stake in a plant. 

 

In 2021, the Group is targeting considerable, contracted sales growth from projects across Europe, including new technology collaborations and the Company's biggest project yet, the RDF-to-energy facility at Billingham, UK, a single project anticipated to have a value in excess of €30 million in engineering and technology sales to the Group over the construction phase of the project. Invoiced sales from each project, linked to milestones, will be realised as revenue over the entirety of the respective project delivery periods following financial close. Depending on the size of the plant, project delivery periods are from 12 to 36 months.

 

Current trading

 

Revenues from both current and new projects and gradual growth from maintenance and consulting contracts are forecast to generate revenues of approximately €15 million in 2021. This assumes the planned progression of a number of projects in the period within the timeframe expected by the Board, including several biomass-to-energy and biomass-to-bioenergy projects in Europe and the USA and one RDF-to-energy deal in the UK. The combined revenues, if secured within the timeframe expected, together with expected income from returns on investment of EQTEC's development capital, are forecast to generate positive EBITDA, making 2021 EQTEC's first year of profitability.

Between July 2020 and February 2021, the Company added non-contracted tender opportunities worth a total potential value of €316 million for a total potential pipeline value of €657 million. Over the same period, the Company sent full commercial offers worth a total of €246 million.

 

Use of proceeds

In order to take full advantage of near-term opportunities, the Group seeks to raise up to approximately £15 million (before expenses) for:

1.    Europe: acceleration of revenue growth in target markets.  This includes acquisition and recommissioning of specific plants in target markets, including the recently announced revival of such a plant in Italy, for delivery of biomass-to-energy solutions within local communities, to showcase EQTEC technology capabilities and performance and to accelerate interest and growth in those markets. Additionally, establishment and funding of joint ventures with local partners in target markets, for dedicated, local operations to drive sales growth and delivery. Markets immediately targeted for revenue growth include Greece, Croatia, Italy and Spain.

 

2.    UK: securing and delivering UK RDF pipeline.  This includes capital investment in freehold land and full project rights for one or more of the Company's major, RDF-to-energy projects in Billingham, Deeside, Southport and other, similar opportunities in the pipeline.

 

3.   USA: formalising market entry.  This includes pursuit of existing opportunities in the Company's biomass-to-energy pipeline in California, including formalising partnership agreements with local partners and investing development capital in accelerated pursuit of new deals.

 

4.  Capability and capacity: extending our platform for growth.  This includes acquisition of additional engineering capability and capacity to support concurrent delivery of multiple projects in multiple geographies, as well as further growth of our business development and partner management teams.  Additionally, investment in monitoring, measurement and data management technologies (e.g., industrial IoT) as part of EQTEC solutions, for remote management and for growing our library of operational performance data.

The Placing

The Group is seeking to raise up to approximately £15 million (before expenses) from the Placing of the Placing Shares and the subscription for PrimaryBid Shares and the Subscription Shares, in each case at the Issue Price. The Placing will be conducted through an accelerated bookbuild process which will be launched immediately following this Announcement and will be subject to the terms and conditions set out in Appendix I to this Announcement.

The final number of Placing Shares to be issued pursuant to the Placing will be agreed by the Company and the Joint Brokers 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 Brokers in consultation with the Company. The Company and the Joint Brokers reserve the right to issue and sell a greater or lesser number of shares through the Placing.

The Placing is conditional, inter alia, upon:

a)  the Placing Agreement becoming or being declared unconditional in all respects and not having been terminated in accordance with its terms prior to Admission;

 

b)  the Company having received signed Subscription Letter(s), together with the relevant subscription monies, from each of the Subscribers prior to Admission; and

 

c)   Admission becoming effective by no later than 8.00 a.m. on 3 June 2021 or such later time and/or date as the Company and the Joint Brokers may agree, being no later than 8.00 a.m. on 30 June 2021.

If any of the conditions of the Placing are not satisfied (or where applicable waived), the Placing Shares will not be issued and all monies received will be returned to the Placees at their own risk and without interest as soon as possible thereafter.

No element of the Placing is underwritten.

PrimaryBid Offer

PrimaryBid intends to conduct an offer for subscription for PrimaryBid Shares to raise up to £3 million on behalf of the Company on the terms set out in a separate announcement to be made by the Company immediately after this Announcement. 

The PrimaryBid Offer is conditional upon (amongst other things) the Placing Agreement not having been terminated and Admission occurring on or before 8.00 a.m. on 3 June 2021 (or such later date and /or time as the Company and the Joint Brokers may agree, being no later than 8.00 a.m. on 30 June 2021).

Subscription and Director participation

Pursuant the Subscription, the Company proposes to issue up to 287,666,665 Ordinary Shares at the Issue Price. The Subscription will be conditional (amongst other things) on Admission occurring on or before 8.00 a.m. on 3 June 2021 (or such later date and as the Company may determine, being no later than 8.00 a.m. on 30 June 2021).

Ian Pearson, non-Executive Chairman, has indicated his intention to subscribe for approximately £100,000 in aggregate pursuant to the Subscription. Further details of such subscription will be set out in the announcement to be made following closure of the bookbuild process.

Director retirement

The Company announces that its Finance Director, Gerry Madden, intends to retire in 2021. The Board is already underway with the selection of a successor and will announce an appointment in due course.

Gerry will remain in the role until a new Finance Director is appointed and to support the completion of a smooth transition. He has also made clear to EQTEC that he will remain available as an adviser to the business in future.

David Palumbo, CEO of EQTEC commented: "Gerry has been with EQTEC for 14 years, since its predecessor company was a developer of clean energy projects. He has been a steadfast custodian of the business through multiple stages of its development and he leaves it in the best position of its history. Gerry was Finance Director at the initial admission of the Company in 2008 and served as CEO between 2011 and 2018, after which he resumed the role of Finance Director and Company Secretary. He steered the Group through its start-up days, the credit crunch of 2008, the ensuing recession and on to the successful acquisition and integration of EQTEC Iberia. We thank Gerry for his loyalty, care and attention to the Group over the longest tenure of anyone in the company. In the future, we will look forward to receiving his advice and in wishing him a well-deserved retirement."

Issue of Ordinary Shares to strategic providers

The Company further announces that it is proposing to issue, in aggregate, 2,666,666  new Ordinary Shares (the "Supplier Shares") at the Issue Price to certain strategic service providers providing business development and advisory services to the Group in satisfaction of fees due to them. The issue of the Supplier Shares will further align the interests of strategic advisers and service providers with those of the Company and its shareholders.

Exercise of warrants

Warrants over 46,884,149 new Ordinary Shares ("Warrant Shares") at a price of 0.25 pence per share have been exercised by employees of the Group located in Barcelona, Spain. These warrants were allocated to employees under the Employee Incentive Warrant Pool initiated by the Company in March 2020. The aggregate gross proceeds of the issue of the Warrant Shares receivable by the Company will amount to £117,210.

Related party transaction

Under existing arrangements with Syngas Technology Engineering, S.L. ("Syngas"), a company registered in Spain and wholly owned and controlled by Dr. Yoel Alemán, the Group's CTO and current Board Director, Syngas is entitled to an ongoing royalty on sales of EQTEC's Gasifier Technology up to and until such time as a cumulative maximum of €2.88 million has been received by Syngas. To date €0.436 million has been paid under these royalty arrangements. Dr. Yoel Alemán is the inventor of EQTEC's Gasifier Technology.

The Company believes that, given the progress and development of EQTEC, it is now time to conclude these arrangements, with an early settlement with Syngas providing the opportunity to increase future margins from technology sales and renewed focus on forward strategy. Accordingly, following the publication of this Announcement, the Company intends to enter into a Settlement and Termination Agreement with Syngas (the "Syngas Settlement"), the principal terms of which are as follows:

·    a cash payment to Syngas of €1m;

·   a payment of €1.44m to be settled by the issue of 82,982,304  Ordinary Shares (the "Syngas Shares") issued to Syngas at the Issue Price, which are the subject of a two-year lock-in undertaking followed by a one year orderly market undertaking; and

·    in addition to the current patents held in the name of EQTEC,  Yoel Alemán will undertake to develop and file additional patents on behalf of EQTEC as and where required by the Company for a period of five years.

The total consideration split between cash and the Syngas Shares at the Issue Price will reduce the overall cash payment to Syngas and further aligns Yoel Alemán's commitment to the Group on an ongoing basis. 

Yoel Alemán is a director of the Company and, as such, is a related party as defined in the AIM Rules.  As a result, entry into the Syngas Settlement will be a related party transaction pursuant to Rule 13 of the AIM Rules. Accordingly, the independent directors of the Company (being those directors other than Yoel Alemán), having consulted with the Company's Nominated Adviser, Strand Hanson Limited, consider the terms of the Syngas Settlement to be fair and reasonable insofar as the Company's shareholders are concerned.

Placing Agreement

Pursuant to the terms of the Placing Agreement, Arden and Canaccord, as agents for the Company, have conditionally agreed to severally use their respective reasonable endeavours to procure Placees for the Placing Shares. Arden and Canaccord intend to conditionally place the Placing Shares with investors at the Issue Price. The Placing Agreement is conditional upon, inter alia on Admission of the Placing Shares becoming effective on or before 8.00 a.m. on 3 June 2021 (or such later time and/or date as the Company and the Joint Brokers may agree, but in any event by no later than 8.00 a.m. on 30 June 2021).

The Placing Agreement contains customary warranties from the Company in favour of the Joint Brokers in relation to, inter alia, the accuracy of the information in this Announcement and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify the Joint Brokers in relation to certain liabilities that they may incur in respect of the Fundraising.

The Joint Brokers have the right to terminate the Placing Agreement in certain circumstances prior to Admission, including, inter alia, if any of the warranties given to the Joint Brokers in the Placing Agreement were not true or accurate in any material respect or were misleading when given or deemed given or would no longer be true and accurate in any material respect, or would be misleading if repeated or deemed repeated, the failure of the Company to comply with certain of its obligations under the Placing Agreement, the occurrence of an event which materially (in the good faith opinion of the Joint Brokers) affects the financial position and/or prospects of the Group as a whole or any change in national or international financial, monetary, economic, political, environmental, or stock market conditions (including any material deterioration in, or material escalation in the response to, the Covid-19 pandemic) which, in the good faith opinion of the Joint Brokers will or is likely to be materially prejudicial to the Group or to the Placing or Admission or to the subscription for Placing Shares by Placees.

The Placing Agreement also provides for the Company to pay all costs, charges and expenses of, or incidental to, the Fundraising and Admission including all legal and other professional fees and expenses.

Admission

Application will be made to the London Stock Exchange for the New Shares, which will all rank pari passu with the Company's existing Ordinary Shares, to be admitted to trading on AIM. Dealings in the New Shares are expected to commence on 8.00 a.m. on 3 June 2021 (or such later time and/or date as the Company and the Joint Brokers agree, being in any event no later than 8.00 a.m. on 30 June 2021).

 

IMPORTANT INFORMATION

This Announcement has been issued by, and is 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 Arden or Canaccord or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

NOTICE TO OVERSEAS PERSONS

This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company. In particular, the New Shares have not been, and will not be, registered under the United States Securities Act of 1933 as amended or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Canada, Australia, New Zealand, the Republic of South Africa or Japan and, subject to certain exceptions, may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of Canada, Australia, New Zealand, the Republic of South Africa or Japan.

The distribution or transmission of this Announcement and the offering of the New Shares in certain jurisdictions other than the UK may be restricted or prohibited by law or regulation. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken by the Company that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company to inform themselves about, and to observe, such restrictions. In particular, this announcement may not be distributed, directly or indirectly, in or into the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan. Overseas Shareholders and any person (including, without limitation, nominees and trustees), who have a contractual or other legal obligation to forward this document to a jurisdiction outside the UK should seek appropriate advice before taking any action.

FORWARD-LOOKING STATEMENTS

This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this document and include statements regarding the Directors' current intentions, beliefs or expectations concerning, among other things, the Group's results of operations, financial condition, liquidity, prospects, growth, strategies and the Group's markets.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements.

Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this document are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the AIM Rules, none of Arden, Canaccord the Company, nor their respective directors undertakes any obligation to publicly release the results of any revisions to any forward-looking statements in this document that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this document.

GENERAL

Arden, which is authorised and regulated by the FCA in the United Kingdom, is acting as Joint Broker to the Company in connection with the Fundraising. Arden will not be responsible to any person other than the Company for providing the protections afforded to clients of Arden or for providing advice to any other person in connection with the Fundraising, the Subscription or any acquisition of shares in the Company. Arden is not making any representation or warranty, express or implied, as to the contents of this Announcement. Arden has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Arden for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information.

Canaccord, which is authorised and regulated by the FCA in the United Kingdom, is acting as Joint Broker to the Company in connection with the Fundraising. Canaccord will not be responsible to any person other than the Company for providing the protections afforded to clients of Canaccord or for providing advice to any other person in connection with the Fundraising, the Subscription or any acquisition of shares in the Company. Canaccord is not making any representation or warranty, express or implied, as to the contents of this Announcement. Canaccord has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Canaccord for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information.

Strand Hanson, which is authorised and regulated by the FCA in the United Kingdom, is acting as Financial Adviser and Nominated Adviser to the Company in connection with the Fundraising. Strand Hanson has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Strand Hanson for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information. The responsibilities of Strand Hanson as the Company's Nominated Adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this Announcement, or otherwise.

The New Shares will not be admitted to trading on any stock exchange other than AIM.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

INTERPRETATION

Certain terms used in this Announcement are defined under the heading "Definitions" in Appendix II of this Announcement.

All times referred to in this Announcement are, unless otherwise stated, references to London time.

All references to legislation in this Announcement are to the legislation of England and Wales unless the contrary is indicated. Any reference to any provision of any legislation or regulation shall include any amendment, modification, re-enactment or extension thereof.

Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender and vice versa.

 

APPENDIX I

TERMS AND CONDITIONS OF THE PLACING

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 THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS, BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AS AMENDED FROM TIME TO TIME ("EU PROSPECTUS REGULATION"); (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS, BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AS AMENDED FROM TIME TO TIME AND AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION"), WHO ARE PERSONS: (I) WHO FALL WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) TO WHOM THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THESE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR OR PURCHASE OF THE PLACING SHARES.

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 ("Directive 2014/65/EU"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; (c) local implementing measures; and/or (d) (where applicable to UK investors or UK firms) the relevant provisions of the UK MiFID Laws (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 MiFID II 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 investors who meet the criteria of retail and professional clients and eligible counterparties, each as defined in Directive 2014/65/EU or the UK MiFID Laws, as applicable; and (ii) eligible for distribution through all distribution channels as are permitted by Directive 2014/65/EU or the UK MiFID Laws, as applicable (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in Placing 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 Brokers 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 Directive 2014/65/EU or the UK MiFID Laws, as applicable; 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.

"UK MiFID Laws" means:     

(i) the Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2017 (SI 2017/701), The Data Reporting Services Regulations 2017 (SI 2017/699) and the Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2017 (SI 2017/488), and any other implementing measure which operated to transpose EU MiFID II into UK law before 31 January 2020 (as amended and supplemented from time to time); and

(ii) the UK version of Regulation (EU) No 600/2014 of the European Parliament, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time.

(a) Introduction

These terms and conditions apply to persons making an offer to acquire Placing Shares under the Placing. Each person to whom these terms and conditions apply, as described above, who confirms its agreement to either of the Joint Brokers, and the Company (whether orally or in writing) to acquire Placing Shares under the Placing (an "Investor") hereby agrees with the Joint Brokers and the Company to be bound by the trade confirmation issued by the relevant Joint Broker to such Investor and these terms and conditions, being the terms and conditions upon which Placing Shares will be sold under the Placing. An Investor shall, without limitation, become so bound if a Joint Broker confirms to such Investor its allocation of Placing Shares under the Placing.

Upon being notified of its allocation of Placing Shares in the Placing, an Investor shall be contractually committed to acquire the number of Placing Shares allocated to it at the Issue Price and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment. Dealing may not begin before any notification is made.

(b) Application for Admission

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. Subject to the satisfaction or waiver of the conditions of the Placing Agreement (except for Admission) (the "Conditions"), it is expected that Admission will take place and dealings in the Placing Shares will commence on AIM on or around 8.00 a.m. on 3 June 2021.

(c) Bookbuilding Process

Commencing today, the Joint Brokers will be conducting an accelerated bookbuilding process to determine demand for participation in the Placing by Placees (the "Bookbuilding Process"). This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. However, the Joint Brokers will be entitled to effect the Placing by such alternative method to the Bookbuilding Process as it may, after consultation with the Company, determine. No commissions will be paid by or to Placees in respect of any participation in the Placing or subscription for Placing Shares.

(d) Participation in, and principal terms of, the Bookbuilding Process

Each Joint Broker is acting as agent of the Company in connection with the Placing.

Participation in the Placing is by invitation only and will only be available to persons who may lawfully be, and are, invited to participate by a Joint Broker. Arden and Arden Affiliates (as defined below) and Canaccord and Canaccord Affiliates (as defined below) are entitled to participate as Placees in the Bookbuilding Process as principals.

The Bookbuilding Process will establish the number of Placing Shares to be issued pursuant to the Placing. The price per Placing Share (the "Issue Price") is fixed at 1.5 pence per Placing Share and is payable to either of the Joint Brokers (as agents for the Company) by all Placees.

The book will open with immediate effect. The Bookbuilding Process is expected to close not later than 6 p.m. on 28 May 2021, but may be closed at such earlier or later time as the Joint Brokers may, in their absolute discretion (after consultation with the Company), determine. A further announcement will be made following the close of the Bookbuilding Process detailing the number of Placing Shares to be subscribed for by the Placees at the Issue Price (the "Placing Results Announcement").

A bid in the Bookbuilding Process will be made on the terms and conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and, except with the Joint Brokers' consent, will not be capable of variation or revocation after the close of the Bookbuilding Process.

A Placee who wishes to participate in the Bookbuilding Process should communicate its bid by telephone to its usual sales contact at the relevant Joint Broker. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Issue Price. If successful, the relevant Joint Broker will re-contact and confirm orally to Placees following the close of the Bookbuilding Process the size of their respective allocations and a trade confirmation will be despatched as soon as possible thereafter. The relevant Joint Broker's oral confirmation of the size of allocations and each Placee's oral commitments to accept the same will constitute an irrevocable legally binding agreement in favour of the Company and the relevant Joint Broker pursuant to which each such Placee will be required to accept the number of Placing Shares allocated to the Placee at the Issue Price and otherwise on the terms and subject to the conditions set out herein and in accordance with the Company's articles of association. Each Placee's allocation and commitment will be evidenced by a trade confirmation issued by the relevant Joint Broker to such Placee. The terms of this Appendix I will be deemed incorporated in that trade confirmation.

The Joint Brokers reserve the right to scale back the number of Placing Shares to be subscribed by any Placee in the event that the Placing is oversubscribed. The Joint Brokers also reserve the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The acceptance and, if applicable, scaling back of offers shall be at the absolute discretion of the Joint Brokers.

Each Placee's obligations will be owed to the Company and to the relevant Joint Broker. Following the oral confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Company and the relevant Joint Brokers, as agent of the Company, to pay to the relevant Joint Broker (or as the relevant Joint Broker may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares allocated to such Placee.

Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are 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".

All obligations of the Joint Brokers under the Placing will be subject to fulfilment of the conditions referred to in this Announcement including without limitation those referred to below under "Conditions of the Placing".

To the fullest extent permissible by law, none of Arden, any subsidiary of Arden, any branch, affiliate or associated undertaking of Arden or of any such subsidiary nor any of their respective directors, officers, employees, agents or advisers (each an "Arden Affiliate") nor any person acting on their behalf shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of Arden, any Arden Affiliate nor any person acting on their behalf shall have any liability (including, to the extent legally permissible, any fiduciary duties), in respect of its conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as Arden may determine.

To the fullest extent permissible by law, none of Canaccord, any subsidiary of Canaccord, any branch, affiliate or associated undertaking of Canaccord or of any such subsidiary nor any of their respective directors, officers, employees, agents or advisers (each a "Canaccord Affiliate") nor any person acting on their behalf shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of Canaccord, any Canaccord Affiliate nor any person acting on their behalf shall have any liability (including, to the extent legally permissible, any fiduciary duties), in respect of its conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as Canaccord may determine.

(e) Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of the Joint Brokers under the Placing Agreement are conditional, among other things, upon:

(i) the Company complying with its obligations under the Placing Agreement to the extent that they fall to be performed on or before Admission;

(ii) the warranties on the part of the Company contained in the Placing Agreement being true and accurate and not misleading on and as of the date of the Placing Agreement and at Admission; 

(iii) the obligations of the Joint Brokers not having been terminated (as described below under "Right to terminate under the Placing Agreement");

(iv) the Company having received signed Subscription Letter(s), together with the relevant subscription monies, from each of the Subscribers prior to Admission; and

(v) Admission of the Placing Shares, the PrimaryBid Shares and the Subscription Shares occurring not later than 8.00 a.m. on 3 June 2021 or such later time and/or date as the Joint Brokers and the Company may agree (but in any event not later than 30 June 2021).

 

If (a) any of the Conditions of the Placing are not fulfilled (or to the extent permitted under the Placing Agreement waived by the Joint Brokers), or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. None of Arden or Canaccord, any Arden Affiliate or Canaccord Affiliate, the Company, nor any subsidiary or subsidiary undertaking of the Company, nor any branch, affiliate or associated undertaking of any such company nor any of their respective directors, partners, consultants, officers and employees (each an "EQTEC Affiliate") shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Placing generally.

By participating in the Placing, each Placee agrees that the Joint Brokers' rights and obligations in respect of the Placing terminate, inter alia, in the circumstances described below under "Right to terminate under the Placing Agreement".

(f) Right to terminate under the Placing Agreement

The Joint Brokers have the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event of a breach of the warranties given to the Joint Brokers in the Placing Agreement (in a manner which is material in the context of the Placing), the failure of the Company to comply with certain of its obligations under the Placing Agreement, the occurrence of a force majeure event, a material adverse change in the financial or trading position or prospects of any member of the Group or a material deterioration in, or material escalation in the response to, the Covid-19 pandemic. 

By participating in the Placing, each Placee agrees with the Joint Brokers that the exercise by the Joint Brokers of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Joint Brokers and that the Joint Brokers need not make any reference to the Placees in this regard and that, to the fullest extent permitted by law, neither the Company, Canaccord, any Arden Affiliate, any Canaccord Affiliate nor any EQTEC Affiliate shall have any liability whatsoever to the Placees in connection with any such exercise or failure to so exercise.

(g) No prospectus

No offering document or prospectus has been or will be prepared in relation to the Placing and no such prospectus is required (in accordance with the UK Prospectus Regulation) to be published or submitted to be approved by the FCA and Placees' commitments will be made solely on the basis of the information contained in this Announcement.

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms to the Joint Brokers and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of a Joint Broker (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to herein), any Arden Affiliate, any Canaccord Affiliate, any persons acting on its or their behalf or the Company or any EQTEC Affiliate and none of Arden, any Arden Affiliate, Canaccord, any Canaccord Affiliate nor any persons acting on their behalf, the Company, any EQTEC Affiliate nor any persons acting on their behalf will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges to and agrees with each of the Joint Brokers for itself and as agent for the Company that, except in relation to the information contained in this Announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding whether or not to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

(h) Registration and settlement

Settlement of transactions in the Placing Shares (represented as CREST depositary interests) following Admission will take place within the CREST system, using the delivery versus payment mechanism, subject to certain exceptions. The Joint Brokers reserve the right to require settlement for and delivery of the Placing Shares to Placees by such other means as the Joint Brokers may deem necessary, including, without limitation, if 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.

The expected timetable for settlement will be as follows: 

Trade Date	28 May 2021
Settlement Date	3 June 2021
CREST Stamp Marker	8-exempt
ISIN Code	IE00BH3XCL94
SEDOL	BH3XCL9
Deadline for input instruction into CREST	5.00 p.m. on 1 June 2021
CREST ID for Arden	601
CREST ID for Canaccord	805

Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it, the Issue Price, the aggregate amount owed by such Placee to the relevant Joint Broker and settlement instructions. Placees should settle against the relevant Joint Broker's CREST ID shown above. It is expected that such trade confirmation will be despatched on the expected Trade Date shown above. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with the relevant Joint Broker.

It is expected that settlement will take place on the Settlement Date shown above on a delivery versus payment basis in accordance with the instructions set out in the trade confirmation unless otherwise notified by the relevant Joint Broker.

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 the base rate of HSBC Bank Plc.

Each Placee is deemed to agree that if it does not comply with these obligations, the Joint Brokers may sell any or all of the Placing Shares allocated to the Placee on such Placee's behalf and retain from the proceeds, for the Joint Brokers' own account and profit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The Placee will, however, remain liable for any shortfall below the aggregate amount owed by such Placee and it may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, the Placee should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to any levy, stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither Arden, Canaccord nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.

(i) Agreement to acquire Placing Shares

Conditional on: (i) Admission occurring and becoming effective by 8.00 a.m. (London time) on 3 June 2021 (or such later time and/or date as the Company and the Joint Brokers may agree being no later than 8.00 a.m. (London time) on 30 June 2021) and on the Placing Agreement being otherwise unconditional in all respects and not having been terminated in accordance with its terms on or before Admission; and (ii) the confirmation mentioned under paragraph (a) above, an Investor agrees to become a member of the Company and agrees to acquire Placing Shares at the Issue Price. The number of Placing Shares acquired by such Investor under the Placing shall be in accordance with the arrangements described above.

(j) Payment for Placing Shares

Each Investor undertakes to pay the Issue Price for each of the Placing Shares acquired by such Investor in such manner as shall be directed by the relevant Joint Broker. In the event of any failure by an Investor to pay as so directed by the relevant Joint Broker, the relevant Investor shall be deemed hereby to have appointed the relevant Joint Broker or its nominee to sell (in one or more transactions) any or all of the Placing Shares in respect of which payment has not been made as so directed by the relevant Joint Broker and to have agreed to indemnify on demand the relevant Joint Broker in respect of any liability for stamp duty and/or stamp duty reserve tax arising in respect of any such sale or sales.

(k) Representations and warranties

By receiving this Announcement, each Investor and, to the extent applicable, any person confirming his agreement to acquire Placing Shares on behalf of an Investor or authorising the Joint Brokers to notify an Investor's name to the Registrars, is deemed to acknowledge, agree, undertake, represent and warrant to each of Arden, Canaccord, the Registrars and the Company that:

(i)     the Investor has read and understood this Announcement in its entirety and acknowledges that its participation in the Placing shall be made solely on the terms and subject to the conditions set out in these terms and conditions, the Placing Agreement and the Articles. Such Investor agrees that these terms and conditions and the trade confirmation issued by the relevant Joint Broker to such Investor represent the whole and only agreement between the Investor, the relevant Joint Broker and the Company in relation to the Investor's participation in the Placing and supersede any previous agreement between any of such parties in relation to such participation. Accordingly, all other terms, conditions, representations, warranties and other statements which would otherwise be implied (by law or otherwise) shall not form part of these terms and conditions. Such Investor agrees that none of the Company, Arden, Canaccord, nor any of their respective officers or directors will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;

(ii)        the content of this Announcement is exclusively the responsibility of the Company and the Directors and that neither the Joint Brokers nor any person affiliated with the Joint Brokers or acting on their behalf is responsible for or shall have any liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company or any member of the Group and will not be liable for any decision by the Investor to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise;

 

(iii)      the Investor has not relied on the Company, Arden, Canaccord or any person affiliated with the Company or Arden or Canaccord in connection with any investigation of the accuracy of any information contained in this Announcement or its investment decision;

 

(iv)      in agreeing to acquire Placing Shares under the Placing, the Investor is relying on this Announcement and not on any draft thereof or other information or representation concerning the Group, the Placing or the Placing Shares. Such Investor agrees that neither the Company, Arden, Canaccord nor their respective officers, directors, partners, consultants or employees will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;

 

(v)     neither of the Joint Brokers are making any recommendations to Investors or advising any of them regarding the suitability or merits of any transaction they may enter into in connection with the Placing and the Investor acknowledges that its participation in the Placing is on the basis that it is not and will not be a client of either Joint Broker and that the Joint Brokers are acting for the Company and no one else, that the Joint Brokers will not be responsible to anyone else for the protections afforded to their respective clients, that the Joint Brokers will not be responsible for anyone other than the Company for providing advice in relation to the Placing, the contents of this Announcement or any transaction, arrangements or other matters referred to herein, and that the Joint Brokers will not be responsible for anyone other than the relevant party under the Placing Agreement in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of the Joint Brokers' rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;

 

(vi)       save in the event of fraud on their part (and to the extent permitted by the rules of the FCA), neither Joint Broker nor any of their respective directors or employees shall be liable to the Investor for any matter arising out of the role of the Joint Brokers as the Company's joint brokers or otherwise, and that where any such liability nevertheless arises as a matter of law the Investor will immediately waive any claim against the Joint Brokers and any of their respective directors and employees which an Investor may have in respect thereof;

 

(vii)      the Investor has complied with all applicable laws and the Investor will not infringe any applicable law as a result of its agreement to acquire Placing Shares under the Placing and/or acceptance thereof or any actions arising from the Investor's rights and obligations under the Investor's agreement to acquire Placing Shares under the Placing and/or acceptance thereof or under the Articles;

 

(viii)    all actions, conditions and things required to be taken, fulfilled and done (including the obtaining of necessary consents) in order: (i) to enable the Investor lawfully to enter into, and exercise its rights and perform and comply with its obligations to acquire the Placing Shares under the Placing; and (ii) to ensure that those obligations are legally binding and enforceable, have been taken, fulfilled and done. The Investor's entry into, exercise of its rights and/or performance under, or compliance with its obligations under the Placing, does not and will not violate: (a) its constitutional documents; or (b) any agreement to which the Investor is a party or which is binding on the Investor or its assets;

 

(ix)    it understands that no action has been or will be taken in any jurisdiction by the Company, Arden, Canaccord or any other person that would permit a public offering of the Placing Shares, or possession or distribution of this Announcement, in any country or jurisdiction where action for that purpose is required; and that, if the Investor is in a relevant EEA member state, it is: (i) a Qualified Investor; (ii) otherwise permitted by law to be offered and sold Placing Shares in circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the EU Prospectus Regulation or other applicable laws; or (iii) in the case of any Placing Shares acquired by the Investor as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, either: 

1.           the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their placing or resale to, persons in any relevant member state other than Qualified Investors, or in circumstances in which the prior consent of the Joint Brokers has been given to the placing or resale; or

2.          where Placing Shares have been acquired by it on behalf of persons in any relevant member state other than Qualified Investors, the placing of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;

(x)        to the fullest extent permitted by law, the Investor acknowledges and agrees to the disclaimers contained in this Announcement and acknowledges and agrees to comply with the selling restrictions set out in this Announcement;

 

(xi)      the Placing Shares have not been and will not be registered under the Securities Act or under the securities legislation of, or with any securities regulatory authority of, any state or other jurisdiction of the United States or under the applicable securities laws of Canada, Australia, New Zealand, the Republic of South Africa or Japan or where to do so may contravene local securities laws or regulations;

 

(xii)      the Investor is, and at the time the Placing Shares are acquired will be, located outside the United States and eligible to participate in an "offshore transaction" as defined in and in accordance with Regulation S;

 

(xiii)     the Investor is not acquiring the Placing Shares as a result of any "directed selling efforts" as defined in Regulation S or as a result of any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D under the Securities Act); 

 

(xiv)     if it is acquiring the Placing Shares for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account;

 

(xv)     the Investor is acquiring the Placing Shares for investment purposes only and not with a view to any resale, distribution or other disposition of the Placing Shares in violation of the Securities Act or any other United States federal or applicable state securities laws;

 

(xvi)     the Company is not obliged to file any registration statement in respect of resales of the Placing Shares in the United States with the US Securities and Exchange Commission or with any state securities administrator;

 

(xvii)    the Company, and any registrar or transfer agent or other agent of the Company, will not be required to accept the registration of transfer of any Placing Shares acquired by the Investor, except upon presentation of evidence satisfactory to the Company that the foregoing restrictions on transfer have been complied with;

 

(xviii)   the Investor invests in or purchases securities similar to the Placing Shares in the normal course of its business and it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Placing Shares; 

 

(xix)     the Investor has conducted its own investigation with respect to the Company and the Placing Shares and has had access to such financial and other information concerning the Company and the Placing Shares as the Investor deemed necessary to evaluate the merits and risks of an investment in the Placing Shares, and the Investor has concluded that an investment in the Placing Shares is suitable for it or, where the Investor is not acting as principal, for any beneficial owner of the Placing Shares, based upon each such person's investment objectives and financial requirements;

 

(xx)      the Investor or, where the Investor is not acting as principal, any beneficial owner of the Placing Shares, is able to bear the economic risk of an investment in the Placing Shares for an indefinite period and the loss of its entire investment in the Placing Shares;

 

(xxi)     there may be adverse consequences to the Investor under tax laws in other jurisdictions resulting from an investment in the Placing Shares and the Investor has made such investigation and has consulted such tax and other advisors with respect thereto as it deems necessary or appropriate;

 

(xxii)    the Investor is not a resident of the United States, Canada, Australia, New Zealand the Republic of South Africa or Japan or any other Restricted Jurisdiction and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be prepared in respect of the Placing Shares under the securities legislation of the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan and, subject to certain exceptions, the Placing Shares may not be offered or sold, directly or indirectly, in or into those jurisdictions;

 

(xxiii)  the Investor is liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by it or any other person on the acquisition by it of any Placing Shares or the agreement by it to acquire any Placing Shares;

 

(xxiv)   in the case of a person who confirms to the relevant Joint Broker on behalf of an Investor an agreement to acquire Placing Shares under the Placing and/or who authorises the relevant Joint Broker to notify such Investor's name to the Registrars, that person represents that he has authority to do so on behalf of the Investor;

 

(xxv)   the Investor has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 ("Money Laundering Regulations 2017") and any other applicable law concerning the prevention of money laundering and, if it is making payment on behalf of a third party, that: (i) satisfactory evidence has been obtained and recorded by it to verify the identity of the third party; and (ii) arrangements have been entered into with the third party to obtain from the third party copies of any identification and verification data immediately on request as required by the Money Laundering Regulations 2017 and, in each case, agrees that pending satisfaction of such obligations, definitive certificates (or allocation under the CREST system) in respect of the Placing Shares comprising the Investor's allocation may be retained at the relevant Joint Brokers' discretion;

 

(xxvi)  the Investor agrees that, due to anti-money laundering and the countering of terrorist financing requirements, the Joint Brokers and/or the Company may require proof of identity of the Investor and related parties and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the Investor to produce any information required for verification purposes, the Joint Brokers and/or the Company may refuse to accept the application and the moneys relating thereto. The Investor holds harmless and will indemnify the Joint Brokers and/or the Company against any liability, loss or cost ensuing due to the failure to process this application, if such information as has been required has not been provided by it or has not been provided on a timely basis;

 

(xxvii) the Investor is not, and is not applying as nominee or agent for, a person which is, or may be, mentioned in any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depository receipts and clearance services);

 

(xxviii)  the Investor has complied with and will comply with all applicable provisions of FSMA with respect to anything done by the Investor in relation to the Placing in, from or otherwise involving the UK;

 

(xxix)  if the Investor is in the UK, the Investor is a person: (i) who has professional experience in matters relating to investments falling within article 19(5) of the Order; or (ii) a high net worth entity falling within article 49(2)(a) to (d) of the Order; or (iii) is a person to whom this Announcement may otherwise be lawfully communicated, and in all cases is capable of being categorised as a Professional Client or Eligible Counterparty for the purposes of the Financial Conduct Authority Conduct of Business Rules;

 

(xxx)   if the Investor is in the EEA, the person is a "Professional Client/Eligible Counterparty" within the meaning of Annex ll/Article 30 (2) of MiFID and is not participating in the Placing on behalf of persons in the EEA other than professional clients or persons in the UK and other Member States (where equivalent legislation exists) for whom the Investor has authority to make decisions on a wholly discretionary basis;

 

(xxxi)  each Investor in the UK who acquires any Placing Shares under the Placing contemplated hereby will be deemed to have represented, warranted and agreed with each of the Joint Brokers and the Company that: (i) it is a qualified investor within the meaning of Article 2(e) of the UK Prospectus Regulation; and (ii) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation: (A) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the UK other than qualified investors, as that term is defined in the UK Prospectus Regulation, or in other circumstances falling within Article 5(1) of the UK Prospectus Regulation and the prior consent of the Joint Brokers has been given to the offer or resale; or (B) where Placing Shares have been acquired by it on behalf of persons in the UK other than qualified investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;

(xxxii) each Investor in a relevant member state of the EEA who acquires any Placing Shares under the Placing contemplated hereby will be deemed to have represented, warranted and agreed with each of the Joint Brokers and the Company that: (i) it is a qualified investor within the meaning of the law in that relevant member state implementing Article 2(e) of the EU Prospectus Regulation; and (ii) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation: (A) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any relevant member state other than qualified investors, as that term is defined in the EU Prospectus Regulation, or in other circumstances falling within Article 5(1) of the EU Prospectus Regulation and the prior consent of the Joint Brokers has been given to the offer or resale; or (B) where Placing Shares have been acquired by it on behalf of persons in any relevant member state other than qualified investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;

 

(xxxiii) represents and warrants that its participation in the Placing would not give rise to an offer being required to be made by it or any person with whom it is acting in concert pursuant to Rule 9 of the Irish Takeover Code;

 

(xxxiv)  in the case where the Investor confirms to a Joint Broker an agreement to acquire Placing Shares under the Placing on behalf of a third party, the terms on which the Investor (or any person acting on its behalf) is engaged enable it to make investment decisions in relation to securities on that third party's behalf without reference to that third party;

 

(xxxv)  the exercise by the Joint Brokers of any rights or discretions under the Placing Agreement shall be within their absolute discretion and the Joint Brokers need not have any reference to the Investor and shall have no liability to the Investor whatsoever in connection with any decision to exercise or not to exercise or to waive any such right and the Investor agrees that it shall have no rights against the Joint Brokers or any of their respective directors or employees under the Placing Agreement;

 

(xxxvi) it irrevocably appoints any director of the relevant Joint Broker as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing and otherwise to do all acts, matters and things as may be necessary for, or incidental to, its acquisition of any Placing Shares in the event of its failure so to do;

 

(xxxvii) it will indemnify and hold the Company, the Joint Brokers and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this paragraph and further agrees that the provisions of this paragraph will survive after completion of the Placing;

 

(xxxviii) the Joint Brokers may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Placing Shares and/or related instruments for their own account and, except as required by applicable law or regulation, the Joint Brokers will not make any public disclosure in relation to such transactions; and

 

(xxxix)  the Joint Brokers and each of their respective affiliates, each acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by the Joint Brokers and/or any of their respective affiliates, acting as an investor for its or their own account(s). Neither the Joint Brokers nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so.

The Company and the Joint Brokers will rely upon the truth and accuracy of each of the foregoing representations, warranties and undertakings.

(l) Supply and disclosure of information

If any of the Joint Brokers, the Registrars or the Company or any of their respective agents request any information about an Investor's agreement to acquire Placing Shares, such Investor must promptly disclose it to them and ensure that such information is complete and accurate in all respects.

(m) Miscellaneous

The rights and remedies of the Joint Brokers, the Registrars 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 will not prevent the exercise of others.

(i)           On application, each Investor may be asked to disclose, in writing or orally to the relevant Joint Broker:

1.           if he is an individual, his nationality; or

2.           if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

(ii)          All documents will be sent at the Investor's risk. They may be sent by post to such Investor at an address notified to the relevant Joint Broker.

(iii)         Each Investor agrees to be bound by the Articles (as amended from time to time) once the Placing Shares which such Investor has agreed to acquire have been acquired by such Investor.

(iv)        These provisions may be waived, varied or modified as regards specific Investors or on a general basis by the Joint Brokers.

(v)       The contract to acquire Placing Shares and the appointments and authorities mentioned herein will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of Arden, Canaccord, the Company and the Registrars, each Investor irrevocably submits to the exclusive jurisdiction of the English courts in respect of these matters. This does not prevent an action being taken against an Investor in any other jurisdiction.

(vi)         In the case of a joint agreement to acquire Placing Shares, references to an "Investor" in these terms and conditions are to each of such Investors and such joint Investors' liability is joint and several.

(vii)       The Joint Brokers and the Company each expressly reserve the right to modify the Placing (including, without limitation, its timetable and settlement) at any time before allocations of Placing Shares under the Placing are determined.

(viii)      The Placing is subject to the satisfaction of the conditions contained in the Placing Agreement and the Placing Agreement not having been terminated.

 

APPENDIX II

DEFINITIONS

Admission	the admission of the New Shares to trading an AIM in accordance with the AIM Rules
AIM	AIM, a market operated by the London Stock Exchange
AIM Rules	the rules of AIM as set out in the publication entitled 'AIM Rules for Companies' published by London Stock Exchange from time to time
Announcement	this announcement, including the appendices
Arden	Arden Partners plc, a company incorporated in England and Wales with registered number 04427253 and having its registered office at 5 George Road, Edgbaston, Birmingham, England, B15 1NP, the Company's Joint Broker
Articles	the articles of association of the Company in force from time to time
Board or the Directors	the board of directors of the Company as at the date of this Announcement
Canaccord	Canaccord Genuity Limited, a company incorporated in England and Wales with registered number 01774003 and having its registered office at 88 Wood Street, London, EC2V 7QR, the Company's Joint Broker
Company	EQTEC plc, a company incorporated in Ireland with registered number 462861 and having its registered office at 1000 Citygate, Mahon, Cork T12 W7CV, Ireland
CREST	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the CREST Regulations)
CREST Regulations	the Uncertified Securities Regulations 2001 (SI 2001/3755), as amended
FCA	the Financial Conduct Authority
Fundraising	the proposed Placing, PrimaryBid Offer and Subscription
Group	the Company and its subsidiaries
Investor	a person a who confirms its agreement to Arden or Canaccord, as applicable, (whether orally or in writing) to acquire Placing Shares under the Placing
Irish Takeover Code	the Irish Takeover Panel Act 1997, Takeover Rules 2013
Issue Price	1.5 pence per New Share (save in respect of the Warrant Shares)
Joint Brokers	Arden and Canaccord and "Joint Broker" shall be construed accordingly
London Stock Exchange	London Stock Exchange plc
New Shares	the Placing Shares, the PrimaryBid Shares, the Subscription Shares, the Supplier Shares, the Syngas Shares and the Warrant Shares
Ordinary Shares	the ordinary shares of €0.001 each in the Company
Overseas Shareholders	those Shareholders with registered addresses outside the UK or who are incorporated in, registered in or otherwise resident or located in, countries outside the UK
Placees	subscribers of Placing Shares
Placing	the placing of the Placing Shares by the Joint Brokers with Placees at the Issue Price
Placing Agreement	the agreement dated 28 May 2021 entered into between the Company and the Joint Brokers in respect of the Placing
Placing Shares	such number of new Ordinary Shares (or CREST depositary interests representing such shares) to be issued pursuant to the Placing, the final number of which will be confirmed on completion of the bookbuilding process
PrimaryBid	means PrimaryBid Limited, a limited company registered in England and Wales (No. 08092575) with its registered office at 21 Albemarle Street, London W1S 4BS
PrimaryBid Offer	the offer for subscription of PrimaryBid Shares to be undertaken by PrimaryBid on behalf of the Company subject to, inter alia, Admission
PrimaryBid Shares	up to 200,000,000 new Ordinary Shares (or CREST depositary interests representing such shares) to be allotted and issued pursuant to the PrimaryBid Offer
Registrars	Link Asset Services of 2 Grand Canal Square, Dublin 2, Ireland
Regulation S	Regulation S under the Securities Act
Regulatory Information Service	has the meaning given in the AIM Rules
Securities Act	United States Securities Act of 1933
Shareholders	the holders of Ordinary Shares
Strand Hanson	Strand Hanson Limited, a company incorporated in England and Wales with registered number 02780169 and having its registered office at 26 Mount Row, London, W1K 3SQ, the Company's Nominated and Financial Adviser
Subscribers	means a person subscribing for the Subscription Shares pursuant to the Subscription
Subscription	the proposed direct subscription with the Company for the Subscription Shares at the Issue Price
Subscription Letter(s)	means the subscription letter(s) entered into by the Subscribers in respect of the Subscription
Subscription Shares	up to 287,666,665 new Ordinary Shares (or CREST depositary interests representing such shares) which may be allotted and issued pursuant to the Subscription
Supplier Shares	the 2,666,666 new Ordinary Shares (or CREST depositary interests representing such shares) which are proposed to be issued to certain suppliers to the Company at the Issue Price in satisfaction of amounts due to them for services provided to the Group
Syngas	Syngas Technology Engineering, S.L., a private company incorporated in Spain which is wholly-owned by Yoel Alemán, the Group's CTO
Syngas Shares	the 82,982,304 new Ordinary Shares (or CREST depositary interests representing such shares) which are proposed to be issued to Syngas at the Issue Price in part consideration for the early settlement of amounts due to Syngas by the Group
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
Warrant Shares	the 46,884,149 Ordinary Shares (or CREST depositary interests representing such shares) to be issued following the exercise of warrants by employees of the Group