Proposed Placing and Proposed Sale of Sale Shares

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE START OF THE APPENDIX.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN CAP-XX LIMITED OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF CAP-XX LIMITED.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

3 August 2021

 

CAP-XX Limited

 

("CAP-XX", or the "Company")

 

Proposed Placing to raise up to £2.84 million

 

Proposed Sale of Sale Shares

 

CAP-XX Limited, a world leader in the design and manufacture of supercapacitors and energy management systems, today announces its intention to raise gross proceeds of up to £2.84 million before expenses by way of a placing of new Ordinary Shares of no par value, (the "New Shares") alongside the sale of up to 10,498,700 existing Ordinary Shares of no par value (the "Sale Shares") (together, the "Placing"). It is intended that the New Shares and the Sale Shares (together, the "Placing Shares"), will be sold to new and existing institutional investors at a fixed price of 5.5 pence per Placing Share (the "Issue Price").

 

The Sale Shares are currently held by Smartequity EIS Pty Ltd (the "Selling Shareholder"), the independent third party with responsibility for managing the Company's employee share plan, on behalf of certain of the Company's directors and employees following the exercise of options by those individuals as announced on 10 December 2020.

 

The Placing is being conducted through an accelerated bookbuild process (the "Bookbuild") which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in the Appendix to this Announcement. The Bookbuild is being managed by Cenkos Securities plc, the Company's joint broker ("Cenkos").

 

Highlights

 

·    The Placing comprises the issue of up to 51,629,100 New Shares, raising gross proceeds of up to £2.84 million for the Company, and the sale of up to 10,498,700 Sale Shares.

 

·    The net proceeds from the proposed placing of the New Shares will be used to:

-  increase the sales and marketing capacity of the business to support an increased level of customer enquiries and activity in the 'Internet of Things' (the "IoT") and an increased activity level across the business following the acquisition of the Murata production line;

-  fund new product development and additional investment in supply chain systems and machine parts;

-  finance the commissioning of the DMH production line in 2022, following the acquisition of the production rights as part of the Murata acquisition;

-  support the Company in pursuing patent and licensing infringements; and

-  provide additional working capital for the business.

 

·    The Placing is to be conducted by way of the Bookbuild process which will commence immediately following this Announcement and will be subject to the terms and conditions set out in the Appendix to this Announcement.

 

·    The Issue Price represents a discount of approximately 11.29 per cent. to the closing mid-market price on 2 August 2021, being the latest practicable date before this Announcement.

 

The number of Placing Shares will be agreed by the Company and Cenkos at the close of the Bookbuild. The timing of the closing of the Bookbuild and allocations are at the discretion of the Company and Cenkos. Details of the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild. The Placing is not conditional upon the approval of the Company's shareholders.

 

Your attention is drawn to the Additional Information set out below.

 

The Appendix sets out further information relating to the Bookbuild and the terms and conditions of the Placing. Persons who have chosen to participate in the Placing, by making an oral, electronic or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix.

 

Unless otherwise indicated, capitalised terms in this Announcement have the meanings given to them in the Appendix to this Announcement.

 

For further information, please contact:

 

CAP-XX Limited	Tel: + 61 (0) 2 9428 0139
Anthony Kongats, CEO
Allenby Capital - Nominated Adviser & Joint Broker	Tel: +44 (0) 20 3328 5656
David Hart / Alex Brearley
Cenkos Securities plc - Joint Broker	Tel: +44 (0) 20 7391 8900
Neil McDonald / Peter Lynch
Kreab - Financial PR	Tel: +44 (0) 20 7074 1800
Robert Speed

 

Additional Information

 

Background to and reasons for the Placing

 

CAP-XX is a world leader in the design and manufacture of supercapacitors and energy management systems and is looking to build on the initial success that has come from the successful installation of the Murata production lines following their acquisition in 2019.

 

The Company has made excellent progress in the installation and set-up of the former Murata production lines at the Seven Hills manufacturing facility. The Board has been particularly pleased by the high level of retention of former Murata customers, which is expected to reach approximately 75% by value. Resulting from this initial success, the Company is now looking to invest in sales and marketing capacity in order to service the increasing levels of customer enquiries being received. There are also higher levels of activity being seen across the IoT and electrification of mobility market segments, being driven by strong underlying macro growth drivers.

 

The sales order book continues to grow and as at the start of July 2021 was 160% higher than at the end of the 2020 financial year, reflecting a combination of new customer enquiries and repeat orders from former Murata customers.

 

The Company continues to pursue legal action against third parties for patent infringements and the protection of the Company's intellectual property is a core responsibility of the business. In addition, the Company has seen increased spending on product development and the Placing will continue to support this investment in the business for the future.

 

Use of Proceeds

 

In order to take full advantage of the market opportunities available, the proposed placing of the New Shares is expected to raise gross proceeds up to £2.84 million (before expenses) for the Company, which will enable it to:

·    increase sales and marketing capacity of the business to support an increased level of customer enquiries and activity in the IoT and an increased activity level across the business following the acquisition of the Murata production line;

·    fund new product development and additional investment in supply chain systems and machine parts;

·    finance the commissioning of the DMH production line in 2022, following the acquisition of the production rights as part of the Murata acquisition;

·    support the Company in pursuing patent and licensing infringements; and

·    provide additional working capital for the business.

 

The Placing

 

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 the Appendix to this Announcement, together being this "Announcement").

 

The timing for the close of the Bookbuild and the allocation of the Placing Shares will be determined by Cenkos and the Company. The Placing is not conditional upon the approval of the Company's shareholders. A further announcement will be made following closing of the Placing, confirming the final details.

 

Proposed Sale of Sale Shares

 

The Sale Shares are held via the CAP-XX employee share plan on behalf of certain of the Company's directors and employees, following the exercise of employee share options which was notified on 10 December 2020. The CAP-XX employee share plan is managed by an independent third party, the Selling Shareholder, and the proposed disposal of the Sale Shares will be effected through a single transaction to sell a consolidated holding rather than individuals providing separate instructions to a broker.

 

Cenkos has entered into an agreement with the Selling Shareholder to facilitate the sale of the Sale Shares.

 

The beneficial owners of the Sale Shares include Mr Patrick Elliott (Non-Executive Chairman), Mr Bruce Grey (Non-Executive Director), Mr Anthony Kongats (Chief Executive Officer), Pierre Mars (Vice President of Quality and Applications), Mr Mike Taylor (Chief Financial Officer), Dr Alex Bilyk (Vice President of Research & Development) and Mr Song Hee Lau (Sales Manager Asia Pacific), all of whom are considered to be persons discharging managerial responsibilities (PDMRs).

 

Subject to demand, it is intended that up to 10,498,700 Sale Shares will be placed at the Issue Price.

 

Admission, settlement and CREST

 

Application will be made for the New Shares to be issued pursuant to the Placing to be admitted to trading on the AIM market ("AIM") of London Stock Exchange plc (the "London Stock Exchange") ("Admission").

 

Settlement for the Placing Shares and Admission is expected to take place on or before 8.00 a.m. on 10 August 2021. The Placing is conditional upon, among other things, Admission becoming effective and the placing agreement between the Company and Cenkos (the "Placing Agreement") not being terminated in accordance with its terms.

 

APPENDIX

 

"Admission"	the admission of the New Shares to trading on AIM becoming effective in accordance with the AIM Rules
"affiliate"	in respect of a body corporate, a person directly, or indirectly through one or more intermediaries, controlling, controlled by or under common control
"AIM"	AIM, a market operated by the London Stock Exchange
"AIM Rules"	the AIM Rules for Companies published by the London Stock Exchange from time to time
"Announcement"	this announcement (including this Appendix)
"Bookbuild"	the offering of Placing Shares to participants in the Placing by way of accelerated bookbuild by Cenkos as agent of the Company and as agent of the Selling Shareholder
"Cenkos"	Cenkos Securities plc, a company incorporated in England and Wales with registered number 5210733 whose registered office is at 6.7.8 Tokenhouse Yard, London EC2R 7AS
"certificated" or "in certificated form"	a share or other security not held in uncertificated form (that is, not in CREST)
"CREST"	a 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 2001/3755), as amended from time to time
"FSMA"	the Financial Services and Markets Act 2000, as amended from time to time
"London Stock Exchange"	London Stock Exchange plc
"New Shares"	new Ordinary Shares to be issued by the Company to participants in the Placing, pursuant to the Placing
"Ordinary Shares"	ordinary shares of no par value in the share capital of the Company
"Placing"	the placing, by Cenkos, as agent of and on behalf of the Company, of the New Shares and as agent of and on behalf of the Selling Shareholder, of the Sale Shares, in each case, at the Placing Price on the terms and subject to the conditions contained in the Placing Agreement and this Announcement
"Placing Agreement"	the conditional placing agreement dated 3 August 2021 between the Company and Cenkos relating to the Placing
"Placing Price"	the price payable per Placing Share, being 5.5 pence per Placing Share
"Placing Shares"	the New Shares and the Sale Shares
"Regulatory Information Service"	has the meaning given in the AIM Rules
"Sale Shares"	10,498,700 existing Ordinary Shares held by the Selling Shareholder and which are to be sold to participants in the Placing, pursuant to the Placing
"Selling Shareholder"	Smartequity EIS Pty Ltd.
"Shareholder(s)"	holder(s) of Ordinary Shares from time to time
"uncertificated" or "in uncertificated form"	recorded on the register of members of the Company as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST

 

 

 

 

TERMS AND CONDITIONS OF THE PLACING

 

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

 

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, AND THE INFORMATION CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2 (E) OF THE EU PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) (THE "PROSPECTUS REGULATION"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2 (E) OF THE PROSPECTUS REGULATION WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (SUCH PERSONS, TOGETHER WITH THOSE PERSONS IN (A), BEING "QUALIFIED INVESTORS") WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.

 

DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW OR REGULATION. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH 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 FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

 

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933 (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OR AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN RELIANCE ON, REGULATION S UNDER THE SECURITIES ACT ("REGULATION S") AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.

 

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES LAWS AND REGULATIONS OF AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA, AND MAY NOT BE OFFERED, SOLD, RESOLD, OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA, OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION.

 

EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.

 

Persons who are invited to and who choose to participate in the Placing by making an oral or written offer to acquire Placing Shares, including any individuals, funds or others on whose behalf a commitment to acquire Placing Shares is given (the "Placees"), will be deemed: (i) to have read and understood this Announcement, including this Appendix, in its entirety; and (ii) to be participating and making an offer for Placing Shares 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:

(a)             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;

(b)             it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it has authority to exercise, and is exercising, investment discretion and has authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement;

(c)              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; and

(d)             if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, 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 circumstances which may give rise to an offer of securities to the public other than an offer or resale to Qualified Investors in a member state of the EEA, or in circumstances in which the prior consent of Cenkos has been given to each such proposed offer or resale.

 

1.               Details of the Placing Agreement, the Placing Shares and the Bookbuild

 

1.1             Cenkos is acting as broker in connection with the Placing and has entered into the Placing Agreement with the Company under which it has conditionally agreed to use its reasonable endeavours to procure Placees for the New Shares and as agent for and on behalf of the Selling Shareholder has agreed to use its reasonable endeavours to procure Placees for the Sale Shares, on the terms and subject to the conditions set out therein and in this Appendix. The Placing is not being underwritten.

 

1.2             Cenkos will today commence the Bookbuild to determine demand for participation in the Placing by potential Placees. 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.

 

1.3             Cenkos shall be entitled to effect the Placing by such alternative method to the Bookbuild as it may, in its absolute discretion following consultation with the Company, determine.

 

1.4             The New Shares will, as from the date when they are issued, be fully paid up and rank pari passu in all respects with the Existing Ordinary Shares.

 

2.               Application for listing and admission to trading

 

Application will be made to the London Stock Exchange for the New Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and that dealings in the New Shares will commence at 8.00am on 10 August 2021.

 

3.               Participation in, and principal terms of, the Placing

 

3.1             Cenkos is arranging the Placing as agent of the Company (in respect of the New Shares) and for the Selling Shareholder (in respect of the Sale Shares) for the purpose of procuring Placees at the Placing Price for the Placing Shares.

 

3.2             Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Cenkos. Cenkos and its affiliates are entitled to enter bids as principal in the Bookbuild.

 

3.3             The final number of Placing Shares will be agreed between Cenkos and the Company following completion of the Bookbuild. The final number of Placing Shares will be announced on a Regulatory Information Service following completion of the Bookbuild.

 

3.4             To bid in the Bookbuild, prospective Placees should communicate their bid by telephone or in writing to their usual sales contact at Cenkos. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for or purchase at the Placing Price. Bids may be scaled down on the basis referred to in paragraph 0 below.

 

3.5             The Bookbuild is expected to close no later than 4.30 p.m. (London time) on 3 August 2021, but may be closed earlier or later, at the discretion of Cenkos. Cenkos may, in agreement with the Company, accept bids (either in whole or in part) that are received after the Bookbuild has closed.

 

3.6             Each Placee's allocation will be confirmed to Placees orally by Cenkos following the close of the Bookbuild, and a trade confirmation or contract note will be dispatched as soon as possible thereafter. The terms of this Appendix are deemed to be incorporated in the form of confirmation. Cenkos' oral confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of Cenkos and the Company, pursuant to which such Placee agrees to acquire the number of Placing Shares allocated to it and to pay or procure payment of the relevant Placing Price in respect of such shares on the terms and conditions set out in this Appendix and in accordance with the Company's corporate documents.

 

3.7             Subject to paragraphs 3.2 and 3.3 above, after consultation with the Company as to the allocation of the Placing Shares to Placees, Cenkos will, in effecting the Placing, determine the identity of the Placees and the basis of allocation of the Placing Shares.

 

3.8             A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and, after confirmation (oral or otherwise) by Cenkos, will be legally binding on the Placee on behalf of which it is made and except with Cenkos' consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Cenkos, to pay or procure payment to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee has agreed to acquire.

 

3.9             Except as required by law or regulation, no press release or other announcement will be made by Cenkos 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.

 

3.10           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".

 

3.11           All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable and permissible by law) 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".

 

3.12           By participating in the Bookbuild, each Placee agrees 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 after confirmation (oral or otherwise) by Cenkos.

 

3.13           To the fullest extent permissible by law, neither Cenkos, the Company nor any of their respective affiliates or persons acting on behalf of any of them shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Cenkos, nor the Company, nor any of their respective affiliates or persons acting on behalf of any of them shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of Cenkos' conduct of the Bookbuild or of such alternative method of effecting the Placing as Cenkos and the Company may agree. Nothing in this paragraph excludes liability of any person for fraud or fraudulent misrepresentation made by that person.

 

4.               Conditions of the Placing

 

4.1             The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. Cenkos' obligations under the Placing Agreement are conditional on certain conditions, including inter alia:

 

4.1.1         the Company having complied with certain specified obligations under the Placing Agreement (to the extent such obligations fall to be performed prior to Admission) including the Company allotting, conditional on Admission, the New Shares subject to the Articles;

 

4.1.2         the delivery by the Company to Cenkos of certain documentary conditions precedent; and

 

4.1.3         Admission of the New Shares occurring at 8:00am (London time) on 10 August 2021 (or such later time and/or date, not being later than 8:00am (London time) on 10 August 2021, as the Company and Cenkos may otherwise agree).

 

4.2             If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable and permissible by law) waived or extended in writing by Cenkos by the relevant time or date specified (or such later time or date as the Company and Cenkos may agree); or (ii) prior to Admission the Placing Agreement is terminated in accordance with its terms including, inter alia, in the circumstances specified below, the Placing will lapse 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 it in respect thereof.

 

4.3             Cenkos may, at its discretion, extend the time for satisfaction of, or, where applicable and permissible by law, waive compliance by the Company with, the whole or any part of certain of the Company's obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

 

4.4             Cenkos shall have no 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 to the Placing nor for any decision it may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Cenkos.

 

5.               Right to terminate under the Placing Agreement

 

5.1             Cenkos may, after having to the extent practicable in the circumstances consulted with the Company, at any time before Admission of the New Shares terminate the Placing and the Placing Agreement in accordance with its terms in certain limited circumstances including, inter alia, if:

 

5.1.1         any statement contained in the Placing documents has, in the opinion of Cenkos (acting reasonably), been discovered to be materially untrue, incorrect or misleading; or

 

5.1.2         there has, in the opinion of Cenkos (acting reasonably), been a material breach of any of the warranties or any other obligations on the part of the Company under the Placing Agreement which is material in the context of the Placing.

 

5.2             Cenkos may also, after having to the extent practicable in the circumstances consulted with the Company, terminate the Placing Agreement, in accordance with its terms if, at any time prior to Admission of the Placing Shares, inter alia, there happens, develops or comes into effect:

 

5.2.1         any occurrence of any kind which (by itself or together with any other such occurrence) in Cenkos' opinion is likely to materially and adversely affect the market's position or prospects of the Group taken as a whole; or

 

5.2.2         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 the opinion of Cenkos is materially adverse to the Placing.

 

5.3             By participating in the Placing, Placees agree that the exercise by Cenkos of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Cenkos (acting in accordance with the terms of the Placing Agreement) and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise.

 

6.               No Prospectus

 

6.1             No offering document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing.

 

6.2             Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) released by the Company today and any information previously published by the Company by notification to a Regulatory Information Service and subject to the further terms set forth in any contract note to be provided to individual Placees. Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) and all other publicly available information previously published by the Company by notification to a Regulatory Information Service 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 or Cenkos or any other person and neither the Company nor Cenkos nor any other person 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 Group in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraud or fraudulent misrepresentation by that person.

 

7.               Registration and Settlement

 

7.1             Settlement of transactions in the Placing Shares (ISIN: AU0000XINAS1) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"). Subject to certain exceptions, Cenkos and the Company reserve the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that they deem necessary 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.

 

7.2             Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation in accordance with the standing arrangements in place with Cenkos stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Cenkos and settlement instructions. Each Placee agrees 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 in respect of the Placing Shares that it has in place with Cenkos.

 

7.3             It is expected that settlement for the Placing Shares will be on 10 August 2021 in accordance with the instructions set out in the trade confirmation.

 

7.4             Each Placee is deemed to agree that, if it does not comply with these obligations, Cenkos may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Cenkos' account and benefit, an amount equal to the aggregate amount owed by the Placee. 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 (together with any penalties) or other similar taxes imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf.

 

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

 

7.6             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 circumstances in which any stamp duty or stamp duty reserve tax or other similar taxes or duties (including any interests and penalties relating thereto) is payable in respect of the allocation, allotment, issue, sale, transfer 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 Cenkos nor the Company shall be responsible for the payment thereof.

 

8.               Representations, Warranties and Further Terms

 

8.1             By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably:

 

8.1.1         represents and warrants that it has read and understood the Announcement, including this Appendix, in its entirety and that its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;

 

8.1.2         acknowledges that no offering document or prospectus has been or will be prepared in connection with the Placing and represents and warrants that it has not received and will not receive a prospectus or other offering document in connection with the Placing or the Placing Shares;

 

8.1.3         acknowledges that the Placing does not constitute a recommendation or financial product advice and that Cenkos has had no regard to its particular objectives, financial situation or needs;

 

8.1.4         acknowledges that none of Cenkos, the Company, any of their respective affiliates, agents, directors, officers or employees has provided, nor will provide, it with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested any of Cenkos, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

 

8.1.5         acknowledges that the Existing Ordinary Shares are listed on AIM and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices under the AIM Rules, which includes a description of the Company's business and the Company's financial information, including balance sheets and income statements, and that it is able to obtain or access such information, or comparable information concerning other publicly traded companies, in each case without undue difficulty;

 

8.1.6         acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that neither Cenkos, nor its affiliates or any person acting on behalf of it, has or shall have any liability for any information, representation or statement contained in, or omission from, this Announcement or any information previously published by or on behalf of the Company, pursuant to applicable laws, 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 Placing Shares is contained in this Announcement and any information previously published by the Company by notification to a Regulatory Information Service, such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information (including in any investor presentation) given, or representations, warranties or statements made, by Cenkos or the Company nor any of their respective affiliates, agents, directors, officers or employees and neither Cenkos nor the Company nor any such affiliate, agent, director, officer or employee 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, provided that nothing in this paragraph excludes the liability of any person for fraud or fraudulent misrepresentation made by that person;

 

8.1.7         acknowledges and agrees that it may not rely, and has not relied, on any investigation that Cenkos, any of its affiliates or any person acting on its behalf, may have conducted with respect to the Placing Shares or the Company, and none of such persons has made any representation, express or implied, with respect to the Company, the Placing Shares or the accuracy, completeness or adequacy of the information in this Announcement or any other publicly available information; each Placee further acknowledges that it has conducted its own investigation of the Company and made its own assessment of the Placing Shares and has received all information it believes necessary or appropriate in connection with its investment in the Placing Shares;

 

8.1.8         acknowledges that it has made its own assessment and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the Placing Shares;

 

8.1.9         acknowledges that none of Cenkos, its affiliates nor any person acting on behalf of any of them has or shall have any liability for any information made publicly available by or in relation to the Company or any representation, warranty or statement relating to the Company or the Group contained therein or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraud or fraudulent misrepresentation made by that person;

 

8.1.10       represents and warrants that (i) it is and, at the time the Placing Shares are subscribed for, will be outside the United States and subscribing for the Placing Shares in an "offshore transaction" in accordance with Rule 903 or Rule 904 of Regulation S; (ii) if 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, undertakings and acknowledgements herein on behalf of each such person; (iii) it 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 "general solicitation" or "general advertising" within the meaning of Rule 502(c) of Regulation D of the Securities Act; and (iv) it will not publish, distribute or transmit this Announcement or any other document or information related to the Placing, by any means or media, directly or indirectly, in whole or in part, in or into or from the United States;

 

8.1.11       acknowledges that it understands that the Placing Shares have not been, and will not be, registered under the Securities Act and may not be offered, sold, resold or transferred, directly or indirectly, in or into or from the United States, except in accordance with Regulation S or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;

 

8.1.12       acknowledges that in making any decision to acquire Placing Shares it (i) has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of subscribing for or purchasing the Placing Shares, (ii) will not look to Cenkos for all or part of any loss it may suffer as a result of any such subscription or purchase, (iii) 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 an investment in the Placing Shares, (iv) is able to sustain a complete loss of an investment in the Placing Shares and (v) has no need for liquidity with respect to its investment in the Placing Shares;

 

8.1.13       undertakes, unless otherwise specifically agreed with Cenkos, that it is not and at the time the Placing Shares are acquired, neither it nor the beneficial owner of the Placing Shares will be, a resident of Australia, Canada, Japan or South Africa and further acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into any of those jurisdictions;

 

8.1.14       represents and warrants that the issue to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;

 

8.1.15       represents and warrants that it has complied with its obligations: (i) under the Criminal Justice Act 1993 and the UK version of the Market Abuse Regulation (EU 596/2014) which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"); (ii) in connection with the laws of all relevant jurisdictions which apply to it and it has complied, and will fully comply, with all such laws (including where applicable, the Anti‑Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002 (as amended) and the Money Laundering and Terrorist Financing (Amendment) Regulations 2019 (as amended)) and that it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations ((i), (ii), (a) and (b), together, the "Regulations") and rules and guidance on anti‑money laundering produced by the FCA and, if it is 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; and it is permitted to subscribe for Placing Shares in accordance with the laws of all relevant jurisdictions which apply to it and it has have complied, and will fully comply, with all such laws (including where applicable, the Anti‑Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002 (as amended) and the Money Laundering and Terrorist Financing (Amendment) Regulations 2019 (as amended));

 

8.1.16       where a Placee is acting as agent for discretionary managed clients, Cenkos and the Company acknowledge that:

 

(a)             the Placee is acting at all times as agent for and on behalf of certain discretionary managed clients of whom it has discretionary management authority (the "Funds");

 

(b)             the Placee shall have no liability as principal to acquire and pay for the Placing Shares allocated to it as agent for and on behalf of the Funds or in respect of each Fund's obligations under the Placing who will hold the Placing Shares through a custodian; and

 

(c)              all representations, warranties and undertakings are given by the Placee as agent and not as principal.

 

For the avoidance of doubt, nothing in these terms and conditions is intended to create joint and several liability between the Funds. Cenkos and the Company acknowledge and agree that any liabilities of a Fund incurred hereunder shall be limited to the property of that Fund and under no circumstances shall there be recourse to the assets of any other fund within the same umbrella as the Fund or any other Fund in respect of those liabilities;

 

8.1.17       represents and warrants that it is acting as principal only in respect of the Placing or, if it is acting for any other person it is duly authorised to do so and has full power to make the acknowledgments, warranties, representations, undertakings, and agreements herein on behalf of each such person;

 

8.1.18       if a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, represents, warrants and undertakes that the Placing Shares purchased 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 Qualified Investors, or in circumstances in which the prior consent of Cenkos has been given to the offer or resale;

 

8.1.19       represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA;

 

8.1.20       represents, warrants and undertakes that it has not offered or sold and will not, prior to Admission, offer or sell any Placing Shares to persons in the EEA except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public (within the meaning of the Prospectus Regulation) in any member state of the EEA;

 

8.1.21       represents, warrants and undertakes that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

 

8.1.22       represents, warrants and undertakes that it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving the United Kingdom;

 

8.1.23       represents and warrants, if in a member state of an Economic Area, unless otherwise specifically agreed with Cenkos in writing, that it is a "Qualified Investor";

 

8.1.24       represents and warrants, if in the United Kingdom, that it is a Qualified Investor acting as principal or in circumstances to which section 86(2) of FSMA applies (i) having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the Order or (ii) who falls 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 lawfully be communicated;

 

8.1.25       acknowledges and agrees that no action has been or will be taken by either the Company or Cenkos or any person acting on behalf of the Company or Cenkos 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;

 

8.1.26       represents and warrants that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities 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 Appendix) and will honour such obligations and that, to the best of its knowledge and belief it has not taken any action or omitted to take any action which will or may result in Cenkos, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;

 

8.1.27       undertakes that it (and any person acting on its behalf) will make or procure payment in respect of the Placing Shares allocated to it in accordance with this Appendix on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other acquirers or sold as Cenkos may in its sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale fall short of the product of the relevant Placing Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty, stamp duty reserve tax or other similar taxes (together with any penalties) which may arise upon such placing or sale of such Placee's Placing Shares;

 

8.1.28       acknowledges neither Cenkos, nor any of its affiliates, agents, directors, officers or employees are making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that its participation in the Placing is on the basis that it is not and will not be a client of Cenkos in connection with its participation in the Placing and that Cenkos has no duty nor responsibility 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 its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

 

8.1.29       undertakes that 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 Cenkos 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;

 

8.1.30       acknowledges that these terms and conditions and any agreements entered into by it pursuant to the terms and conditions set out in this Appendix, and all non‑contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and Wales 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 (including any dispute regarding the existence, validity or termination of such contract or relating to any non‑contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make or procure payment for the Placing Shares may be taken by either the Company or Cenkos 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;

 

8.1.31       except as set out in Clause 8.1.32 below, represents and warrants that it has neither received nor relied on any 'inside information' (for the purposes of MAR and section 56 of the Criminal Justice Act 1993) concerning the Company prior to or in connection with accepting the invitation to participate in the Placing and is not purchasing Placing Shares on the basis of material non‑public information;

 

8.1.32       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, 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) dealt (or attempted to deal) in the securities of the Company; (ii) encouraged, recommended or induced another person to deal in the securities of the Company; or (iii) unlawfully disclosed inside information to any person, prior to the information being made publicly available;

 

8.1.33       represent, warrants and undertakes that its purchase of Placing Shares is in full compliance with applicable laws and regulations;

 

8.1.34       agrees that the Company, Cenkos and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements, agreements, and undertakings which are given to Cenkos on its own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises the Company and Cenkos 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 forth herein;

 

8.1.35       acknowledges that neither the Company nor Cenkos owes any fiduciary or other duties to any Placee in respect of any acknowledgments, confirmations, undertakings, representations, warranties or indemnities in the Placing Agreement; and

 

8.1.36       acknowledges and agrees that its commitment to take up Placing Shares on the terms set out in this Announcement (including this Appendix) will continue notwithstanding any amendment that may now 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 or Cenkos' conduct of the Placing.

 

8.2             The foregoing representations, warranties, agreements, undertakings, acknowledgements and confirmations are given for the benefit of the Company as well as Cenkos and are irrevocable.

 

8.3             The agreement to allot and issue Placing Shares to Placees (and/or to persons for whom such Placee is contracting as 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 also assumes 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 Cenkos will be responsible and the Placees shall indemnify the Company and Cenkos on an after‑tax basis 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 Cenkos accordingly. Placees are advised to consult with their own advisers regarding the tax aspects of their subscription for Placing Shares.

 

8.4             The Company and Cenkos are not liable to bear any transfer taxes that arise on a sale of Placing Shares subsequent to their acquisition by Placees or for transfer taxes arising otherwise than under the laws of the United Kingdom. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises and notify Cenkos accordingly. Furthermore, each Placee agrees to indemnify on an after‑tax basis and hold Cenkos and the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes to the extent that such interest, fines or penalties arise from the default or delay of that Placee or its agent.

 

8.5             In addition, Placees should note that they will be liable for any 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 them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.

 

8.6             Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Cenkos or any of its affiliates may, at its absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

 

8.7             When a Placee or person acting on behalf of the Placee is dealing with Cenkos, any money held in an account with Cenkos 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 the 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 Cenkos' money in accordance with the client money rules and will be used by Cenkos in the course of its own business and the Placee will rank only as a general creditor of Cenkos.

 

8.8             All times and dates in this Announcement may be subject to amendment. Cenkos shall notify the Placees and any person acting on behalf of the Placees of any changes.