6 Apr 2018 07:00
NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT CONSTITUTES AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY NEW ORDINARY SHARES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
Defenx plc
Proposed Subscription and Open Offer to raise, in aggregate, approximately £1.2 million
Defenx Plc (AIM: DFX), the cyber-security software group, announces proposals to raise £1.2 million (gross) (approximately €1.38 million) by way of the issue of, in aggregate, 14,962,899 New Ordinary Shares at a price of 8 pence per share for general working capital purposes (the "Fundraising").
The Fundraising comprises a Subscription and an Open Offer. BV Tech, the Company's strategic partner and substantial shareholder, has conditionally on, inter alia, approval of the Company's Shareholders at a General Meeting, subscribed for all 10,564,676 Subscription Shares at the Issue Price raising up to £0.85 million (gross) (approximately €0.97 million). In addition, the Company's Open Offer of 4,398,223 Open Offer Shares at the Issue Price, the completion of which is also conditional on, inter alia, Shareholder approval, will raise £0.35 million (gross) (approximately €0.41 million). The Open Offer is available to all Qualifying Shareholders and BV Tech has conditionally agreed to acquire any Open Offer Shares not subscribed for by Qualifying Shareholders.
The Circular containing details of the proposed Fundraising, including the Notice of General Meeting, Form of Proxy and Application Form will be posted to Shareholders today. The General Meeting is scheduled for 11.00 a.m. on 23 April 2018 at the offices of Trowers & Hamlins LLP, 3 Bunhill Row, London EC1Y 8YZ.
The definitions set out in the Circular apply in this announcement unless the context otherwise requires. The Circular and this announcement have been posted on the Company's website https://investors.defenx.com/.
For more information, please contact:
Defenx PLC 020 3769 0687
Alessandro Poerio - Chief Executive Officer
Philipp Prince - Chief Financial Officer
IFC Advisory (Financial PR and IR) 020 3934 6630
Tim Metcalfe / Graham Herring / Heather Armstrong
Strand Hanson Limited (Nominated and Financial Adviser) 020 7409 3494
Angela Hallett / Richard Tulloch / James Bellman
WH Ireland (Broker) 020 7220 1666
Adrian Hadden / Alex Bond
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014.
1. Introduction
Defenx has today announces proposals to raise approximately £1.2 million (gross) (approximately €1.38 million) by way of the issue of, in aggregate, 14,962,899 New Ordinary Shares at a price of 8 pence per New Ordinary Share for general working capital purposes.
The Fundraising comprises a Subscription and an Open Offer. BV Tech, the Company's strategic partner and substantial shareholder, has subscribed for all of the Subscription Shares at the Issue Price raising up to £0.85 million (gross) (approximately €0.97 million). In addition, the Company's Open Offer of 4,398,223 Open Offer Shares at the Issue Price will raise £0.35 million (gross) (approximately €0.41 million). The Open Offer is available to all Qualifying Shareholders and BV Tech has agreed to acquire any Open Offer Shares not subscribed for by Qualifying Shareholders.
The Issue Price of 8 pence represents a discount of approximately 15.8 per cent. to the closing middle market price of 9.5 pence per Ordinary Share on 5 April 2018, the latest practicable date prior to the date of this announcement.
Although the Company has certain on-going Shareholder authorities granted at the general meeting of the Company held on 23 August 2017, these are not sufficient to implement the Fundraising and issue of the New Ordinary Shares. Accordingly, the Company is seeking further Shareholder approval to grant the Directors authority to allot equity securities and to dis-apply statutory pre-emption rights in respect of an allotment of equity securities for cash in connection with the Fundraising, as well as renew the general on-going Shareholder authorities.
BV Tech is currently interested in 3,636,638 Existing Ordinary Shares, representing approximately 27.6 per cent. of the Existing Ordinary Shares. Accordingly, on completion of the Fundraising, depending on the participation in the Open Offer by Qualifying Shareholders, BV Tech's interest in the Company would increase to, in aggregate, between approximately 54.7 per cent. and 66.1 per cent. of the Enlarged Share Capital.
Accordingly, the Board is also seeking the approval of the Independent Shareholders for the Rule 9 Waiver (which the Panel has agreed to grant, subject to the passing of the Whitewash Resolution by the Independent Shareholders on a poll at the General Meeting) of any requirement of BV Tech to make a mandatory general offer under Rule 9 of the City Code as more fully set out in paragraph 6 below.
The Proposals are conditional upon, inter alia, Shareholder approval of the Fundraising Resolutions and the Whitewash Resolution, which will be sought at the forthcoming General Meeting to be held at the offices of Trowers & Hamlins LLP, 3 Bunhill Row, London EC1Y 8YZ at 11.00 a.m. on 23 April 2018.
The recommendations of the Directors and Independent Directors in relation to the relevant Resolutions, are set out in paragraph 12 below.
2. Current activities, strategic partnership with BV Tech and trading and prospects
Business activities
Defenx is a cyber security company that offers a range of products for the mobile, PC and network security markets. Defenx has built a product portfolio of security and protection solutions to which cloud-based backup was added with the acquisition of Memopal S.r.l. (since renamed Defenx Italia S.r.l.) in 2016.
The Defenx Group's products fit into three complementary segments:
· security - anti-malware software
· backup - cloud-based backup and synchronisation
· protection - applications to monitor, manage and secure online activities
The Board is now looking to implement a strategic plan, Defenx 2020, which aims to narrow the focus of the Defenx Group's short to medium- term development and sales efforts on cloud backup for the corporate market. This strategy reflects the changing competitive landscape, growing demand for cloud-based services, feedback from existing and potential customers and the support of BV Tech, the Defenx Group's strategic partner.
Strategic partnership with BV Tech
In 2017, the Company entered into a long-term strategic partnership with BV Tech, a leading independent Italian corporate IT and cyber security solutions provider, comprising, in part, a software acquisition by Defenx and cash subscription by BV Tech, with the intention to enhance Defenx's product portfolio and enable the Company to penetrate the European corporate market to generate high-quality, recurring revenues in the medium term.
On 11 April 2017, BV Tech subscribed £982,299 for a 9.1% shareholding in the Company. At the same time, Defenx acquired a bespoke version of BV Tech's encrypted voice and messaging software for €2.65 million (£2.26 million) that was settled through the issue of 1,982,222 ordinary shares, which together with 300,000 ordinary shares acquired from holders of deferred shares upon their conversion, meant BV Tech's shareholding in the Company was increased to 26.7%.
On 22 June 2017, Defenx, via its subsidiary Defenx Italia S.r.l., entered into a software distribution contract with BV Tech (the "Software Distribution Contract"), which was in line with the terms offered to other major Defenx channel partners. Under the Software Distribution Contract, which was for an initial term of three years subject to 180 days' notice by either party, the Company offers its product range for sale by BV Tech on a global, non-exclusive basis.
On 7 August 2017, BV Tech invested a further £250,000 in the Company by way of a subscription to increase its then shareholding to 28.6% as part of a wider equity placing and the issue of the Secured Convertible Bonds.
On 26 September 2017, Defenx entered into a master services agreement with BV Tech (the "Master Services Agreement"), a framework agreement to govern the process by which Defenx may assign work to BV Tech as a related party in accordance with the AIM Rules. The Master Services Agreement acknowledges that BV Tech will act in the best interests of Defenx and on an arm's length basis in relation to the provision of any software development services to the Company and that, notwithstanding that fact, BV Tech is a preferred supplier of such services to the Company given its expertise and relationship with Defenx.
On 10 January 2018, Defenx entered into a contract with BV Tech, in accordance with the Master Services Agreement, for support services relating to technological and systems insourcing including the provision of an interim-CTO for the Defenx Group.
Current trading and prospects
In its interim results for the six months ended 30 June 2017, released on 27 September 2017, the Company announced revenues of €3.13 million and an operating loss (before transaction costs) of €1.31 million.
On 28 February 2018, the Company announced that revenues would be materially below those in the prior year ended 31 December 2016 and, accordingly, that the Defenx Group would report a significant loss, including one-off impairment charges, for the full year ended 31 December 2017.
The revenue shortfall initially arose from delays in the delivery of product updates to address performance issues in the Defenx Group's security products, back-end integration with certain customers' systems and other commitments made by the sales team. This resulted in the cancellation of confirmed orders, the return of some invoiced sales from the first half of 2017, and customer claims for further returns and compensation. The Company has received some claims in relation to these issues, but does not yet have full clarity on the likely quantum of claims or of how likely these are to succeed against the Company.
In addition, PC Security Suite sales were reduced by one-off incentives ahead of the launch of its in-house product. The PC Security Suite Windows client and network versions, which were due to be launched together in early 2018, have been delayed due to limited resources.
Due to the uncertainty relating to security segment sales returns and compensation, the Defenx Group is not yet able to report its revenues for the year ended 31 December 2017; however, the Company is committed to reporting its results for the full year ended 31 December 2017 in accordance with the AIM Rules by 30 June 2018.
Whilst management is actively seeking to resolve customer claims, balancing short term cash collections with longer term customer retention and sales opportunities, the collection of trade debtors remains difficult with limited collections since mid-November 2017. All options to collect amounts due to the Defenx Group including, where appropriate, legal proceedings are being pursued.
At the same time, progress in addressing the performance issues has been slow due to the constrained resources of the Defenx Group and because it has not been possible to agree continued development and support from the Defenx Group's existing external developer in Romania on acceptable terms. Support work is therefore being undertaken by the Defenx Group's internal development team with support from BV Tech, although this is proceeding more slowly than originally expected due to significant staff losses. Recruitment plans are in place and budgeted to rebuild the team once the Company's financial position is secure.
In addition, an external review is underway to understand the performance and back-end integration issues and determine how best to deliver value from the Defenx Group's investment in security products.
A number of staff, notably in the Group's support and development team based in Rome, have tendered their resignations since the year end. This has limited the Group's ability to manage certain of its operations. Recruitment plans are in place and budgeted to rebuild the team once the Company's financial position is secure. In the interim, existing staff are providing cover for vacant roles with the support of staff from BV Tech.
The Company announced on 28 February 2018 that it had €760,000 of undrawn loan facilities available. Following the withdrawal of the supply chain facility, as at 5 April 2018 (being the latest practicable date prior to the date of this announcement) undrawn facilities stood at €270,000, consisting of €250,000 invoice discounting facilities and an overdraft of €20,000.
3. Background to and reasons for the Fundraising
The Defenx Group now needs to rebuild its operations and development teams following the departure of the majority of its Rome based team. This has resulted in a knock-on delay in the broadening of the Defenx Group's product portfolio, notably to address the corporate sector. Accordingly, the conversion of new corporate opportunities into firm orders is taking longer and requiring more investment than was initially anticipated. These factors combined have resulted in the Defenx Group having insufficient funding to continue trading and start to implement its revised strategy, Defenx 2020.
4. Use of proceeds
The net proceeds of the Fundraising are required:
· in order for the Defenx Group to rebuild its team and continue to operate its business in the short term;
· to service the Defenx Group's outstanding debt obligations;
· to fund the operations of the Defenx Group as it implements the new strategy set out above; and
· for general working capital requirements.
The funds raised will be used to progress the Defenx 2020 business plan. However, there can be no certainty that the net proceeds of the Fundraising will be sufficient to meet the working capital requirements of the Defenx Group in returning it to profitable trading.
5. Information on the Fundraising
5.1 The Subscription
The Company has conditionally raised gross proceeds of £1.20 million (approximately €1.38 million) through the issue by the Company of 10,564,676 Subscription Shares at the Issue Price to BV Tech pursuant to the terms of the Subscription Letter. The Issue Price of 8 pence represents a discount of approximately 15.8 per cent. to the closing middle market price of 9.5 pence per Ordinary Share on 5 April 2018, the latest practicable date prior to the date of this announcement.
The Subscription is, inter alia, conditional upon the passing of the Fundraising Resolutions and the Whitewash Resolution at the General Meeting and Admission.
5.2 The Open Offer
In addition, in order to provide Shareholders with an opportunity to participate in the Fundraising, the Company is providing all Qualifying Shareholders with the opportunity to subscribe, at the Issue Price, for an aggregate of 4,398,223 Open Offer Shares, raising gross proceeds of £0.35 million (approximately €0.41 million). BV Tech has agreed to subscribe for its own Open Offer Entitlement and any additional Open Offer Shares not subscribed for by other Shareholders. This both allows Qualifying Shareholders to participate in the Open Offer on a pre-emptive basis whilst providing the Company with the certainty that the Open Offer will raise gross proceeds of £0.35 million.
Subject to fulfilment of the conditions set out below, and in the Circular, the Open Offer provides Qualifying Shareholders with the opportunity to apply to acquire Open Offer Shares at the Issue Price pro rata to their holdings of Existing Ordinary Shares as at the Record Date on the following basis:
1 Open Offer Shares for every 3 Existing Ordinary Shares
and in proportion for any other number of Existing Ordinary Shares then held.
Entitlements to apply to acquire Open Offer Shares will be rounded down to the nearest whole number and any fractional entitlements to Open Offer Shares will be disregarded in calculating an Open Offer Entitlement and will be aggregated and made available to Qualifying Shareholders pursuant to the Excess Application Facility.
The Open Offer is conditional upon, inter alia, the passing of the Fundraising Resolutions and the Whitewash Resolution and Admission. If the Conditions are not satisfied, the Open Offer will not proceed and any Open Offer Entitlements admitted to CREST will thereafter be disabled and application monies under the Open Offer will be refunded to the applicants, at the applicant's risk either as a cheque by first class post to the address set out on the Application Form or returned direct to the account of the bank or building society on which the relevant cheque or banker's draft was drawn in the case of Qualifying Non-CREST Shareholders and by way of a CREST payment in the case of Qualifying CREST Shareholders, without interest, as soon as practicable thereafter.
Excess Applications
The Open Offer is structured to allow Qualifying Shareholders to subscribe for Open Offer Shares at the Issue Price pro rata to their holdings of Existing Ordinary Shares. Qualifying Shareholders may also make applications in excess of their pro rata initial entitlement up to an amount equal to 10 times the total number of Existing Ordinary Shares held in such Qualifying Shareholder's name as at the Record Date. If however Qualifying CREST Shareholders wish to apply for more than 10 times the total number of Existing Ordinary Shares held in such Qualifying Shareholder's name as at the Record Date, the Qualifying CREST Shareholder should contact Equiniti who will arrange for the additional excess Open Offer Shares to be credited to the relevant CREST account of the Qualifying CREST Shareholder. Any such applications will be granted at the absolute discretion of the Company. If applications under the Excess Application Facility are received for more than the total number of Open Offer Shares available following take-up of Open Offer Entitlements, such applications will be scaled according to the Independent Directors' discretion to the number of excess Open Offer Shares applied for by Qualifying Shareholders under the Excess Application Facility. As noted above, BV Tech has undertaken to apply for all of the Open Offer Shares available under the Excess Application Facility, together with the Open Offer Shares which it has undertaken to take up in respect of its own pro-rata entitlements under the Open Offer. Applications under the Excess Application Facility may be allocated in such manner as the Independent Directors may determine, in their absolute discretion, and no assurance can be given that any applications under the Excess Application Facility by Qualifying Shareholders will be met in full or in part or at all.
Qualifying Shareholders should note that the Open Offer is not a rights issue. Qualifying Non-CREST Shareholders should be aware that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should also be aware that in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market nor will they be placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer.
Overseas Shareholders
Certain Overseas Shareholders may not be permitted to subscribe for Open Offer Shares pursuant to the Open Offer and should refer to the Circular for details.
CREST instructions
Application has been made for the Open Offer Entitlements and Excess Open Offer Entitlements for Qualifying CREST Shareholders to be admitted to CREST. It is expected that the Open Offer Entitlements will be admitted to CREST on 9 April 2018. The Excess Open Offer Entitlements will also be enabled for settlement in CREST on 9 April 2018. Applications through the CREST system will only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim.
Admission, settlement and dealings
Application will be made to the London Stock Exchange for the Open Offer Shares, together with the Subscription Shares, to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in respect of the New Ordinary Shares will commence at 8.00 a.m. on 24 April 2018. Further information in respect of settlement and dealings in the Open Offer Shares will be set out in the Circular.
Upon Admission:
· the Subscription Shares will represent approximately 37.52 per cent. of the Enlarged Share Capital; and
· the Open Offer Shares will represent approximately 15.62 per cent. of the Enlarged Share Capital.
The New Ordinary Shares will represent, in aggregate, approximately 113.4 per cent. of the Company's Existing Ordinary Shares and approximately 53.14 per cent. of the Enlarged Share Capital.
The New Ordinary Shares will, upon Admission, rank pari passu with the Existing Ordinary Shares, including the right to receive dividends and other distributions declared following Admission. The New Ordinary Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so.
5.3 Secured Convertible Bonds
The Company has issued the Secured Convertible Bonds, the terms of which include provision for the adjustment of the conversion price at which the Secured Convertible Bonds may be converted into Ordinary Shares. Upon the issue of the New Ordinary Shares, the original conversion price of £2.00 would be adjusted to £1.81 and the number of Bond Conversion Shares from the current number of 625,000 to 691,371.
5.4 Removal of EIS relief
If completed on the terms set out in the Circular, the Fundraising will result in BV Tech's shareholding in the Company being in excess of 50 per cent. This will mean that the Company will be controlled by BV Tech and cease to be a qualifying company for the purposes of the enterprise investment scheme (EIS) and the venture capital trusts (VCT) regime. Accordingly, existing Shareholders who have invested within three years of the date whereby it is considered by HMRC that BV Tech has entered into arrangements to exercise control will lose the EIS or VCT reliefs in respect of their Existing Ordinary Shares. This will include a claw back of any reliefs already claimed. Investors who have held their shares for more than three years from that date should not have their EIS or VCT reliefs affected.
The Independent Directors appreciate that the withdrawal of EIS and VCT will have significant tax consequences for affected Shareholders. However, the Independent Directors believe that given the Defenx Group's current circumstances, the interests of the Independent Shareholders as a whole are not best served by acting in a way that preserves the Company's EIS and VCT qualifying status, and that the Company's current financial position requires the Fundraising to complete as a priority.
5.5 City Code on Takeovers and Mergers
The Company is subject to the City Code and the requirements of Rule 9, which requires that any person who acquires, whether by a series of transactions over a period of time or not, an Interest in Securities (as defined in the City Code) which, taken together with shares in which persons acting in concert with him are interested, carry 30 per cent. or more of the voting rights of a company which is subject to the City Code, will normally be required to make a general offer to all of the remaining shareholders to acquire their shares.
Similarly, when any person, together with any persons acting in concert with him, is interested in shares which, in aggregate, carry not less than 30 per cent. of the voting rights of such a company but not more than 50 per cent. of such voting rights, a general offer will normally be required if any further interests in shares are acquired by any such person, or any person acting in concert with him.
An offer under Rule 9 of the City Code must be made in cash and at the highest price paid by the person required to make the offer, or any person acting in concert with him, for any interest in shares in the company during the 12 months prior to the announcement of the offer.
Rule 9 of the City Code further provides, inter alia, that where any person who, together with persons acting in concert with him, holds over 50 per cent. of the voting rights of a company and acquires an interest in shares which carry additional voting rights, then they will not normally be required to make a general offer to the other shareholders to acquire their shares. However, the Panel may deem an obligation to make an offer to have arisen on the acquisition by a single member of a concert party of an interest in shares sufficient to increase his individual holding to 30 per cent. or more of a company's voting rights, or, if he already holds more than 30 per cent. but less than 50 per cent, an acquisition which increases his shareholding in that company.
Under the City Code, a concert party arises where persons acting together pursuant to an agreement or understanding (whether formal or informal) co-operate to obtain or consolidate control of, or to frustrate the successful outcome of an offer for a company, subject to the City Code. Control means an interest, or interests, in shares carrying, in aggregate, 30 per cent. or more of the voting rights of a company, irrespective of whether such interest or interests give de facto control.
5.6 Participation by BV Tech in the Fundraising
The Company's largest Shareholder is BV Tech, which is interested in 3,636,638 Existing Ordinary Shares, representing approximately 27.6 per cent. of the Existing Ordinary Shares.
BV Tech has subscribed for 10,564,676 Subscription Shares and has also undertaken to apply for all of its Open Offer Entitlements. In addition, BV Tech will apply for all of the remaining Open Offer Shares under the Excess Application Facility, other than the Open Offer Shares which it has undertaken to take up in respect of its pro-rata entitlements under the Open Offer. Accordingly, BV Tech has undertaken to apply for, in aggregate, 4,398,223 Open Offer Shares.
On completion of the Fundraising, depending on the participation in the Open Offer by Qualifying Shareholders, BV Tech's interest in the Company would increase to, in aggregate, between a minimum of approximately 54.7 per cent. and a maximum of approximately 66.1 per cent. of the Enlarged Share Capital.
Furthermore, on completion of the Fundraising, BV Tech's shareholding in the Company would remain above 50 per cent. on a fully diluted basis (i.e. following the issue of new Ordinary Shares subsequent to the exercise of all outstanding options and warrants and the conversion of the Secured Convertible Bonds).
As BV Tech will be interested in over 50 per cent. of the voting rights in the Company, it will be free to increase its aggregate holding of Ordinary Shares (and to acquire further interests in the same) without any obligation to make a general offer for the Company under the provisions of Rule 9 of the City Code.
5.7 Information on the BV Tech Group
Founded in 2005, BV Tech is a leading independent corporate IT solutions provider in Italy, and the parent of a group of companies operating in the management consulting and information & communication technology sectors. The BV Tech Group operates across multiple industry verticals including finance, telecoms, media, healthcare, defence and homeland security and has gained significant experience in design, implementation and transformation projects of complex ICT infrastructures with particular focus on information security management, fraud prevention and cyber security.
In 2016, BV Tech generated a production value (valore della produzione)1 of approximately €32 million and it employed 193 employees on average during the course of the year, including engineers and IT experts. In the same year, the BV Tech Group generated a production value (valore della produzione) of approximately €56 million. BV Tech expects to invest over €30 million in R&D over the next three to four years, including through its collaboration with the Massachusetts Institute of Technology (MIT). Significant customers of the BV Tech Group include the Lombardy and Veneto regional governments, the Italian Ministry of Justice, TIM (Telecom Italia Mobile), American Express, Alcatel-Lucent, NATO, Bulgari, Eni and Saipem.
1 Under the Italian Civil Code (Article 2425), valore della produzione, includes: net sales revenues, change in the inventory of work in progress, increases in assets due to own work capitalised, and other revenues and income.
Additional information on the BV Tech Group is set out in the Circular.
5.8 Related Party Transaction
The participation in the Fundraising by BV Tech, and the entry into the Subscription Letter, will constitute a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies, as Mr Boccardo is a Director of the Company, Mr Francione was a Director of the Company within the last 12 months, BV Tech is a substantial shareholder in the Company and the aggregate subscription by BV Tech pursuant to the Fundraising for up to 14,962,899 New Ordinary Shares will exceed 5 per cent. in certain of the class tests (as that term is defined in the AIM Rules for Companies).
Accordingly, the Independent Directors confirm that, having been so advised by the Company's nominated adviser, Strand Hanson, they consider the terms of the participation by BV Tech in the Fundraising, and the entry into the Subscription Letter, to be fair and reasonable insofar as Shareholders are concerned, and in the best interests of Shareholders and of the Company as a whole.
6. Rule 9 Waiver and Whitewash Resolution
BV Tech's participation in the Fundraising will increase its aggregate percentage shareholding of the Company's issued share capital to over 30 per cent. of the Company's issued share capital and as such mean BV Tech would be required to make a mandatory offer for the remainder of the Company's issued share capital under Rule 9 of the City Code.
Under Note 1 of the Notes on the Dispensations from Rule 9 of the City Code, the Panel may waive the requirement for a general offer to be made in accordance with Rule 9 of the City Code if, inter alia, the shareholders of the company who are independent of the person who would otherwise be required to make an offer, and any person acting in concert with him, pass an ordinary resolution on a poll at a general meeting.
Accordingly, the Company proposes that the Independent Shareholders be asked to waive the obligation on BV Tech to make a mandatory offer under Rule 9 of the City Code, which would otherwise arise as a result of BV Tech's participation in the Fundraising.
The Panel has agreed, subject to the passing of the Whitewash Resolution by the Independent Shareholders on a poll at the General Meeting, to waive the requirement under Rule 9 of the City Code for BV Tech to make a mandatory offer for the Ordinary Shares not already owned by it or persons connected with it as would otherwise arise on BV Tech's participation in the Fundraising.
As a result of the Fundraising, BV Tech will be interested in over 50 per cent. of the voting rights in the Company, and it will therefore be free to increase its aggregate holding of Ordinary Shares (and to acquire further interests in the same) without any obligation to make a general offer for the Company under the provisions of Rule 9 of the City Code.
7. Intentions of BV Tech
BV Tech believes that it is the ideal long-term strategic partner for the Company and is well positioned to support the Company's executive management in implementing the Company's revised strategy, Defenx 2020 and to strengthen the Company's technology offering. As such, BV Tech is prepared to support the Company by participating in the Fundraising as described herein, in order to ensure that the Company raises sufficient funds in order to enable management to effectively address the current circumstances and to implement Defenx 2020.
The Fundraising will allow the Company to focus on key areas of its business, addressing the issues that have arisen with its security products, and driving growth and development of the services provided by the Company in connection to cloud backup for the corporate market. BV Tech recognises the value in the Company's products, and intends that these products shall remain the core products following implementation of the Offer. BV Tech does not intend to change the Company's research and development functions.
BV Tech attaches great importance to the skills, experience and industry knowledge of the employees of the Company, and values the Company's employees as they will play an important role in the future of the business.
In relation to the Board, on or shortly after completion of the Fundraising, it is proposed that the following changes will be made to the Board:
· BV Tech will appoint a new director to the Board as its second nominated director on the Board (in accordance with the terms of the Relationship Agreement);
· the Founder and Executive Director, Andrea Stecconi, will resign from the Board of the Company, following the General Meeting;
· the Chief Financial Officer, Philipp Prince, will resign as Chief Financial Officer with effect from the earlier of i) 30 June 2018; ii) publication of the Annual Financial Results; or iii) appointment of a suitable new CFO to the Board. An external search for a successor has now commenced and further announcements will follow in due course; and
· the independent non-executive Director, Leonard Seelig, will resign from the Board, once an appropriate successor has been appointed.
Other than these Board and executive director changes, BV Tech does not intend to make any changes to the balance of the skills and functions of the employees and management of the Company, or the continued employment of its employees (including any material change in conditions of employment).
BV Tech does not intend to redeploy any of the Company's fixed assets or make any changes to the locations of the Company's headquarters, places of business, or R&D facilities, or to the Company's headquarters' functions.
BV Tech confirms that, following the implementation of the Fundraising, the existing contractual and statutory employment rights, including in relation to pensions, of all the Company's employees, will be fully safeguarded and honoured.
As required by the City Code, BV Tech confirms and has confirmed to the Company that except as described above, it is not proposing, following the increase in its Shareholding as a result of the Fundraising, to seek any change in the general nature or strategy of the Company's business, including its research and development functions, and has also confirmed that no party acting in concert with it intends to take any action (whether acting in its capacity as a Director or a Shareholder) to effect any such change or to alter: the continued employment of its employees (including any material change in conditions of employment); the balance of the skills and functions of the employees; employer contributions into the Company's pension schemes; the location of the Company's places of business, including the location of its headquarters, nor any changes to its headquarters functions; and the deployment of the Company's fixed assets.
Save as described above, the Board intends to continue to conduct the business of the Company in the same manner as it is currently conducted and there are no plans to introduce any material change to the business of the Company.
BV Tech has no intention to cause the Company to cease to maintain any of the trading facilities in respect of the Ordinary Shares.
In the event that the Fundraising and Rule 9 Waiver are approved at the General Meeting, BV Tech will not be restricted from making an offer for the Company.
8. Relationship Agreement
On 11 April 2017, the Company and BV Tech entered into the Relationship Agreement, pursuant to which, inter alia:
· BV Tech was granted the right to appoint two Directors to the Board, and to continue to be entitled to have two Directors on the Board for so long as it continues to hold at least 20 per cent. of the issued share capital of the Company; and
· on the basis that BV Tech held (at that time) approximately 24.8 per cent. of the Company's issued share capital, various provisions were agreed between the Company and BV Tech in order to regulate the relationship between the Company and BV Tech.
The Relationship Agreement provides for the Company to be able to carry on its business independently of BV Tech and for transactions and relationships between BV Tech and the Company to be at arm's length and on normal commercial terms. To this end, pursuant to the Relationship Agreement, for so long as BV Tech and its associates continue to be interested in at least 20 per cent. of the Company's issued share capital, inter alia:
· the parties shall procure that all transactions and relationships between any member of the Defenx Group on the one hand and BV Tech and any of its associates on the other, are conducted at arm's length and on a normal commercial basis;
· the Board shall at all times be comprised of a majority of Directors who have not been nominated by BV Tech, with the parties procuring that an appropriate number of independent Directors are on the Board at all times in order to ensure that this remains the case; and
· BV Tech and its associates shall, inter alia:
o not prevent the Company and the Defenx Group from due compliance with all laws, rules and regulations applicable to it and them;
o ensure the Company's nominated adviser is consulted as appropriate in respect of the Company's conduct and activities; and
o not, without the agreement of all of the Independent Directors seek to procure or vote on any resolution to cancel the Company's admission to trading on AIM, terminate or vary the terms of the Relationship Agreement, or remove or replace Strand Hanson as the Company's nominated adviser.
Under the Relationship Agreement, BV Tech also agreed to customary lock-in restrictions whereby neither BV Tech nor its associates are to sell or transfer any Ordinary Shares held by them for:
· 12 months following the date of the admission to trading of the new Ordinary Shares issued pursuant to the Relationship Agreement (which took place on 9 May 2017); and
· a further 12 months subject to customary orderly market arrangements.
Shareholders should note that the lock-in will expire in May 2018 and BV Tech is not entering into any new lock-in restrictions as part of the Fundraising.
9. General Meeting
A General Meeting of the Company, notice of which will be set out at the end of the Circular, is to be held at the offices of Trowers & Hamlins LLP, 3 Bunhill Row, London EC1Y 8YZ on 23 April 2018 at 11.00 a.m. at which the Resolutions will be proposed. Please note that the summary and explanation set out below is not the full text of the Resolutions and Shareholders should review the full text of the Resolutions before returning their Forms of Proxy.
The Resolutions can be summarised as follows:
· Resolution 1, which will be proposed as an ordinary resolution, seeks the approval of the Independent Shareholders to waive the obligation on BV Tech which would otherwise arise under Rule 9 of the City Code to make an offer for the Company as a result of the participation of BV Tech in the Fundraising and the consequent shareholding in the Company that will be held by BV Tech.
· Resolution 2, which will be proposed as an ordinary resolution, and which is subject to and conditional upon the passing of Resolution 1, is to authorise the Directors to allot relevant securities up to an aggregate nominal value of £269,332.18 in connection with the Fundraising.
· Resolution 3, which will be proposed as an ordinary resolution, is to authorise the Directors to allot equity securities up to an aggregate nominal amount of £168,945.41 (being 33.3 per cent. of the Enlarged Share Capital).
· Resolution 4, which will be proposed as a special resolution and which is subject to and conditional upon the passing of Resolution 1 and Resolution 2, disapplies statutory pre-emption rights, provided that such authority shall be limited to the allotment of equity securities in connection with the Fundraising.
· Resolution 5, which will be proposed as a special resolution and which is subject to the passing of Resolution 3, disapplies statutory pre-emption rights, provided that such authority shall be limited to, inter alia, the allotment of equity securities up to an aggregate nominal amount of £50,683.63 (being 10 per cent. of the Enlarged Share Capital).
In the case of Resolutions 3 and 5 proposed to renew and refresh the standing share authorities, is considered prudent to maintain the flexibility that such authorities provide and therefore to refresh the authorities that were approved at the Company's last annual general meeting.
Only the Independent Shareholders will be entitled to vote on Resolution 1 which will be conducted on a poll at the General Meeting.
10. Irrevocable undertakings
The Company has received irrevocable undertakings to vote in favour of the Resolutions to be proposed at the General Meeting as follows:
Whitewash Resolution
A total of 1,954,341 Ordinary Shares equating to 14.81 per cent. of the Existing Ordinary Shares currently in issue, which have been received from the Directors.
BV Tech will not vote on the Whitewash Resolution.
Other Resolutions
A total of 5,590,979 Ordinary Shares equating to 42.37 per cent. of the Existing Ordinary Shares currently in issue.
Details of these irrevocable undertakings are as follows:
· BV Tech in respect of 3,636,638 Existing Ordinary Shares, representing approximately 27.6 per cent. of the Existing Ordinary Shares; and
· the Directors in respect of 1,954,341 Existing Ordinary Shares, representing approximately 14.81 per cent. of the Existing Ordinary Shares.
11. Importance of vote
The Fundraising is required in order for the Defenx Group to be able to continue to operate its business in the short term and in order to service the Defenx Group's outstanding debt obligations. Shareholders should note that, in the event the Fundraising Resolutions and the Whitewash Resolution are not approved, the Fundraising will not proceed, in which case, the Directors believe that:
· the Company and the Defenx Group will be unable to continue to fund its ongoing business activities in accordance with its business plan. The inability to carry on business as planned or disruption to the ongoing business activities of the Defenx Group would be likely to have a material adverse effect on the Defenx Group's results of operations and financial condition;
· the Company will be unable to repay the Secured Convertible Bonds and other debt facilities in accordance with their terms, and thus will become in default pursuant to their terms;
· the Company would need immediately to seek alternative sources of funds to be able to carry on its business operations and service its debt obligations. The Directors are unable to provide any assurance that alternative financing or re-financing could immediately be secured or, that if it were secured, it would be on terms as favourable to the Company as the Fundraising, or would not result in a substantial dilution of Shareholders' interests;
· the Company's obligations pursuant to the Secured Convertible Bonds have been secured over the assets of the Company and the Defenx Group. If the Company is in default pursuant to the terms of the Secured Convertible Bonds and a demand for payment is made by the Security Trustee that the Company is unable to meet, the Defenx Group's assets would be at risk of being subject to enforcement action. Any such risk could materially affect the ability of the Company to trade and continue its business as planned, and result in the Defenx Group's results of operations and financial condition being materially and adversely affected.
The Directors are therefore of the view that the Defenx Group's future viability is dependent upon the passing of the Fundraising Resolutions and the Whitewash Resolution.
12. Recommendations
12.1 The Independent Directors, who have been so advised by the Company's financial adviser, Strand Hanson, consider the terms of the Proposals to be fair and reasonable and in the best interests of the Independent Shareholders and of the Company as a whole. Accordingly, the Independent Directors recommend that the Independent Shareholders vote in favour of the Whitewash Resolution (Resolution 1) at the General Meeting as they intend to do in respect of their entire holdings which amount to interests in 1,954,341 Ordinary Shares, representing approximately 14.81 per cent. of the Existing Ordinary Shares.
This advice was provided by Strand Hanson to only the Independent Directors and, in providing such advice, Strand Hanson has taken into account the Independent Directors' commercial assessments.
12.2 The Directors consider that the Fundraising is in the best interests of the Company and Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders vote in favour of the Fundraising Resolutions at the General Meeting as they intend to do in respect of their entire holdings which amount to interests in 5,590,979 Ordinary Shares, representing approximately 42.37 per cent. of Existing Ordinary Shares.
Voting on the Whitewash Resolution will be by means of a poll at the General Meeting of Independent Shareholders. BV Tech will not vote on the Whitewash Resolution at the General Meeting.
APPENDIX I
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
| 2018 |
Record Date for entitlements under the Open Offer | 6.00 p.m. on 3 April |
Announcement of the Fundraising | 7.00 a.m. on 6 April |
Existing Ordinary Shares marked 'ex-entitlement' by the London Stock Exchange | 8.00 a.m. on 6 April |
Publication and posting of the Circular, the Form of Proxy and, to Qualifying Non-CREST Shareholders only, the Application Form | 6 April |
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to CREST stock accounts of Qualifying CREST Shareholders | 9 April |
Latest recommended time and date for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST | 4.30 p.m. on 16 April |
Latest time and date for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements into CREST | 3.00 p.m. on 17 April |
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only) | 3.00 p.m. on 18 April |
Latest time and date for receipt of Forms of Proxy for the General Meeting | 11.00 a.m. on 19 April |
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate) | 11.00 a.m. on 20 April |
General Meeting | 11.00 a.m. on 23 April |
Results of the General Meeting and the Fundraising expected to be announced | 23 April |
Admission and dealings in the Subscription Shares and the Open Offer Shares expected to commence on AIM | 8.00 a.m. on 24 April |
Expected date for CREST accounts to be credited with Subscription Shares and Open Offer Shares in uncertificated form | 24 April |
Expected date for despatch of share certificates in respect of Subscription Shares and Open Offer Shares to be issued in certificated form | by 1 May |
Notes:
Each of the times and dates above are subject to change. References to time in this announcement, the Circular, the Application Form and the Form of Proxy are to London time unless otherwise stated. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by announcement through a Regulatory Information Service.
APPENDIX II
DEFINITIONS AND GLOSSARY
The following definitions and technical terms apply throughout this announcement, unless the context otherwise requires:
"Act" | the Companies Act 2006 (as amended); |
"Admission" | the admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules for Companies, expected to be on or around 24 April 2018; |
"AIM" | the AIM market of the London Stock Exchange; |
"AIM Rules" | the AIM Rules for Companies and the AIM Rules for Nominated Advisers; |
"AIM Rules for Companies" | the AIM Rules for Companies (including the guidance notes) published by the London Stock Exchange from time to time; |
"AIM Rules for Nominated Advisers" | the AIM Rules for Nominated Advisers published by the London Stock Exchange from time to time; |
"Application Form" | the personalised application form which accompanies the Circular (where appropriate) on which Qualifying Non-CREST Shareholders (other than certain Overseas Shareholders) may apply for Open Offer Shares under the Open Offer; |
"Bond Conversion Shares" | the Ordinary Shares to be issued by the Company upon conversion of Secured Convertible Bonds; |
"Business Day" | a day (other than a Saturday or Sunday or public holiday) on which commercial banks are open for general business in London; |
"BV Tech" | BV Tech S.p.A; |
"BV Tech Group" | the group of companies of which BV Tech is the parent company; |
"certificated form" | not in an uncertificated form; |
"Circular" | the circular to be sent to Shareholders dated 6 April 2018, setting out details of the Subscription, the Open Offer, the Rule 9 Waiver, and containing the Notice of General Meeting; |
"City Code" | the City Code on Takeovers and Mergers; |
"Company" or "Defenx" | Defenx plc; |
"Conditions" | the conditions, which are set out in full in the Circular, which have to be satisfied to enable the Fundraising to be completed in accordance with their terms and which include, inter alia, the passing of the Fundraising Resolutions and the Whitewash Resolution; |
"CREST" | the electronic systems for the holding and transfer of shares in uncertificated form operated by Euroclear UK & Ireland Limited; |
"CREST Manual" | the rules governing the operation of CREST consisting of the CREST Reference Manual, the CREST International Manual, the CREST Central Counterpart Service Manual, the CREST Rules, the CREST Courier and Sorting Services Operations Manual, the Daily Timetable, the CREST Application Procedures and the CREST Glossary of Terms (as updated in November 2001); |
"CREST member" | a person who has been admitted to CREST as a system member (as defined in the CREST Manual); |
"CREST member account ID" | the identification code or number attached to a member account in CREST; |
"CREST participant" | a person who is, in relation to CREST, a system-participant (as defined in the CREST Regulations); |
"CREST participant ID" | shall have the meaning given in the CREST Manual; |
"CREST payment" | shall have the meaning given in the CREST Manual; |
"CREST Regulations" | the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended from time to time; |
"CREST sponsor" | a CREST participant admitted to CREST as a CREST sponsor; |
"CREST sponsored member" | a CREST member admitted to CREST as a sponsored member; |
"Dealing Day" | a day on which AIM is open for business, other than a day on which AIM is scheduled to or does close prior to its regular weekday closing time; |
"Defenx Group" | the group of companies of which the Company and its subsidiary undertakings are members; |
"Directors" or "the Board" | the directors of the Company; |
"Enlarged Share Capital" | the Existing Ordinary Shares as enlarged by the issue of the New Ordinary Shares; |
"Euroclear" | Euroclear UK & Ireland Limited, the operator of CREST; |
"Excess Application Facility" | the arrangement pursuant to which Qualifying Shareholders may apply for any number of Open Offer Shares in excess of their Open Offer Entitlement provided that they have agreed to take up their Open Offer Entitlement in full; |
"Excess CREST Open Offer Entitlement" | in respect of each Qualifying CREST Shareholder, the entitlement (in addition to his/her Open Offer Entitlement) to apply for Open Offer Shares pursuant to the Excess Application Facility, which is conditional on him/her taking up his/her Open Offer Entitlement in full; |
"Excess Open Offer Entitlement" | in respect of each Qualifying Shareholder, the entitlement (in addition to his/her Open Offer Entitlement) to apply for Open Offer Shares pursuant to the Excess Application Facility, which is conditional on him/her taking up his/her Open Offer Entitlement in full; |
"Existing Ordinary Shares" | the 13,194,671 Ordinary Shares in issue at the date of this announcement; |
"FCA" | the Financial Conduct Authority of the United Kingdom; |
"Form of Proxy" | the form of proxy for use in relation to the General Meeting which will accompany the Circular; |
"FSMA" | the UK Financial Services and Markets Act 2000 (as amended from time to time); |
"Fundraising" | together, the Subscription and the Open Offer; |
"Fundraising Resolutions" | together, the resolutions to grant the Directors authority to allot the Subscription Shares and the Open Offer Shares and the related disapplication of statutory pre-emption rights, to be proposed at the General Meeting and set out in the Notice of General Meeting as the resolutions numbered 2 and 4; |
"General Meeting" | the general meeting of the Company to be held at the offices of Trowers & Hamlins LLP, 3 Bunhill Row, London EC1Y 8YZ, on 23 April 2018 at 11.00 a.m; |
"Independent Directors" | means Anthony Reeves, Alessandro Poerio, Andrea Stecconi, Philipp Prince and Leonard Seelig; |
"Independent Shareholders" | means the Shareholders, other than BV Tech; |
"ISIN" | International Securities Identification Number; |
"Issue Price" | 8 pence per New Ordinary Share; |
"London Stock Exchange" | London Stock Exchange plc; |
"member account ID" | the identification code or number attached to any member account in CREST; |
"Money Laundering Regulations" | the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (SI 2017/692); |
"New Ordinary Shares" | together, the Subscription Shares and the Open Offer Shares; |
"Notice of General Meeting" | the notice convening the General Meeting which will be set out at the end of the Circular; |
"Open Offer" | the conditional invitation made by the Company to Qualifying Shareholders to subscribe for the Open Offer Shares at the Issue Price on the terms and subject to the conditions set out in the Circular and, in the case of Qualifying Non-CREST Shareholders, in the Application Form; |
"Open Offer Entitlement" | the pro rata entitlement of a Qualifying Shareholder, pursuant to the Open Offer, to apply to subscribe for 1 Open Offer Shares for every 3 Existing Ordinary Shares registered in their name as at the Record Date; |
"Open Offer Shares" | 4,398,223 new Ordinary Shares to be issued by the Company pursuant to the Open Offer subject, inter alia, to the passing of the Fundraising Resolutions and the Whitewash Resolution; |
"Ordinary Shares" | ordinary shares of £0.018 each in the capital of the Company; |
"Overseas Shareholders" | Shareholders with registered addresses in, or who are citizens, residents or nationals of, jurisdictions outside the UK; |
"Panel" | the Panel on Takeovers and Mergers; |
"participant ID" | the identification code or membership number used in CREST to identify a particular CREST member or other CREST participant; |
"Proposals" | the Subscription, the Open Offer and the Rule 9 Waiver; |
"Prospectus Rules" | the Prospectus Rules made in accordance with EU Prospectus Directive 2003/71/EC published by the FCA pursuant to Part VI of FSMA, as amended; |
"Qualifying CREST Shareholders" | Qualifying Shareholders holding Existing Ordinary Shares which, on the register of members of the Company on the Record Date, are in uncertificated form; |
"Qualifying Non-CREST Shareholders" | Qualifying Shareholders holding Existing Ordinary Shares which, on the register of members of the Company on the Record Date, are in certificated form; |
"Qualifying Shareholders" | holders of Existing Ordinary Shares on the register of members of the Company at the close of business on the Record Date with the exclusion (subject to exemptions) of persons with a registered address or located or resident in a Restricted Jurisdiction; |
"Receiving Agent" | Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA; |
"Record Date" | the record date for the Open Offer, being 6.00 p.m. on 3 April 2018; |
"Registrars" or "SLC Registrars" | SLC Registrars, 42-50 Hersham Road, Walton-on-Thames, Surrey KT12 1RZ; |
"Relationship Agreement" | the relationship agreement between the Company and BV Tech dated 11 April 2017; |
"Resolutions" | the resolutions proposed to be passed at the General Meeting as numbered 1 to 5 in the Notice of General Meeting; |
"Restricted Jurisdiction" | any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure for the Company if information or documentation concerning the Fundraising is sent or made available to Shareholders in that jurisdiction including, without limitation, the United States, Canada, Australia, the Republic of South Africa and Japan; |
"Rule 9 Waiver" | means the waiver by the Panel of any obligation which would otherwise be imposed on BV Tech under Rule 9 of the City Code, as a result of its participation in the Fundraising; |
"Secured Convertible Bonds" | the £1.25 million 10% secured convertible bonds of the Company due 2020 issued pursuant to a bond instrument dated 31 August 2017; |
"Securities Act" | the US Securities Act of 1933, as amended from time to time and the rules and regulations promulgated thereunder; |
"Security Trustee" | the trustee to whom security has been granted in order to secure the Company's and its subsidiaries' obligations under the Secured Convertible Bonds, being Jade State Wealth Limited; |
"Shareholder" | a holder of Ordinary Shares; |
"Strand Hanson" | Strand Hanson Limited, the Company's nominated adviser and financial adviser; |
"Subscription" | the conditional subscription for the Subscription Shares pursuant to the Subscription Letter; |
"Subscription Letter" | the letter of subscription entered into between the Company and BV Tech in connection with the Subscription; |
"Subscription Shares" | 10,564,676 new Ordinary Shares to be conditionally subscribed for by BV Tech for cash pursuant to the Subscription Letter and whose allotment and issue is conditional, inter alia, on the passing of the Fundraising Resolutions and the Whitewash Resolution at the General Meeting; |
"UK" or "United Kingdom" | the United Kingdom of Great Britain and Northern Ireland; |
"UK Listing Authority" or "UKLA" | the UK Listing Authority, being the FCA acting as competent authority for the purposes of Part VI of FSMA; |
"uncertificated form" | recorded on the relevant register or other record of the share or other security confirmed as being held in uncertificated form in CREST, and title to which, by virtue of the CREST Regulations, may be transferred by way of CREST; |
"United States" | the United States of America, its territories and possessions, any State of the United States and the District of Columbia; |
"USE" | unmatched stock event; and |
"Whitewash Resolution" | the ordinary resolution of the Independent Shareholders concerning the waiver of obligations under Rule 9 of the City Code to be proposed at the General Meeting in connection with BV Tech's participation in the Fundraising and set out in the Notice of General Meeting as the resolution numbered 1. |
In this announcement:
· all references to "pounds", "£", "pence" or "p" are to the lawful currency of the United Kingdom;
· all references to "euros", "€", "cents" or "c" are to the lawful currency of the European Union;
· words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender;
· all references to legislation are to English legislation unless the contrary is indicated, and any reference to any provision of any legislation includes any amendment, modification, re-enactment or extension thereof; and
· all times referred to are London time unless otherwise stated.