9 Aug 2016 07:00
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND, JAPAN, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
Neither this Announcement nor any part of it constitutes an offer or invitation to underwrite, 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in any jurisdiction in which any such offer or solicitation would be unlawful and the information contained herein is not for publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa, New Zealand, Japan, any member state of the EEA or any jurisdiction in which such publication or distribution would be unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (as amended), under the securities legislation of any state of the United States or under the applicable securities laws of any other jurisdiction.
GLI Finance Limited
(the "Company" or "GLI")
Underwritten placing to raise £7.1 million and strategic update
Introduction
GLI announces a placing of 23,020,560 new ordinary shares in the Company (the "Placing Shares") at a price of 31 pence per share (the "Placing Price") to raise gross proceeds of £7.1 million (the "Placing"). The Placing has been fully underwritten by Golf Investments Limited, a member of the Somerston group of companies ("Golf"), at the Placing Price.
Panmure Gordon (UK) Limited ("Panmure Gordon") will undertake an accelerated bookbuilding process for Relevant Persons (as defined below) over a maximum of 5,338,426 Placing Shares immediately following this announcement and to the extent that placees are not procured for these Placing Shares, Golf will subscribe the balance together with the remaining 17,682,134 Placing Shares.
Details of the Placing
The Placing will be conducted in accordance with the terms and conditions set out in the appendix hereto which forms part of this announcement (this announcement and the appendix together being the "Announcement"). The Placing will be conducted, subject to the satisfaction of certain conditions, through an accelerated bookbuild (the "Bookbuild") to be managed by Panmure Gordon. The timing of the closing of the Bookbuild and allocations are at the absolute discretion of Panmure Gordon following consultation with the Company, but will be no earlier than 4.30 p.m. on 11 August 2016.
The Placing Price of 31 pence per share represents a premium of approximately 14.3 per cent. to the closing middle market price of 27.125 pence per ordinary share on 8 August 2016, being the last practicable date prior to the publication of this Announcement. The Placing Shares will represent approximately 7.5 per cent of the issued share capital of the Company on admission of the Placing Shares to trading on AIM ("Admission").
The Placing Shares will be issued and allotted under the Company's existing authorities conditional only upon Admission and the placing agreement between the Company, Panmure Gordon and Golf not being terminated prior to Admission.
Application will be made for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will become effective on 15 August 2016 or such later date as the Company and Panmure Gordon may agree, not being later than 8.00 a.m. on 22 August 2016. The Placing Shares will, when issued and fully paid, rank pari passu with the existing ordinary shares in the Company.
Update on the Company's strategic review
The most significant change in the Company's strategy as a result of the strategic review is the creation of a 3 Pillar strategy, against which rapid progress has been made:
· Pillar 1 is the newly created Sancus BMS Group - a profitable niche lender, currently based in 5 jurisdictions;
· Pillar 2 represents GLI's "prioritised" platform investments as a FinTech platform portfolio;
· Pillar 3 covers Amberton Asset Management Limited ("Amberton"), which manages GLI Alternative Finance plc ("GLIAF"), in which GLI also has an investment.
GLI has announced significant progress in recent months in the formation of Pillar 1, covering the consolidation of the Sancus, BMS and Platform Black brands into the Sancus BMS Group, as well as the recent transaction in which third party investors committed up to £50 million of loan funding to Platform Black Limited.
With regard to Pillar 2, GLI has created a new wholly owned subsidiary of the Company, FinTech Ventures Limited ("FinTech Ventures"). In order to best manage their value, the Company is currently in the process of transferring certain platform investments into FinTech Ventures. Other interests may be transferred under FinTech Ventures' ownership in due course as GLI concludes its strategic review of the platform portfolio. This will allow management to focus on this portfolio of investments, facilitate separate performance reporting and potentially, in time, enable the separate funding of FinTech Ventures' future capital requirements.
With regard to Pillar 3, the board of GLIAF has decided to change GLIAF's name to The SME Loan Fund plc (this change will become effective on 31 August 2016). In addition, on 3 August 2016 the shareholders of GLIAF agreed changes to GLIAF's investment mandate which will allow Amberton greater flexibility in managing the underlying loan portfolio.
Use of proceeds
GLI manages its cash resources on a pooled, group basis, except where funding is raised for a specific purpose, such as a significant acquisition. Normal applications of funds, such as investments in platforms (primarily as preference shares, loans or via facility commitments), operating expenditure and distributions are managed through the Company's corporate governance processes, which define the Company's cash requirements. The proceeds of the Placing will be deployed as part of the Company's ongoing management of its liquid assets to meet such ongoing cash requirements.
GLI continually reviews the returns earned from its investments, and in future may source further cash resources through the sale of more liquid assets which may not be providing adequate returns. The Placing allows time for GLI to complete the consideration of its balance sheet in this context.
Update on dividend policy
The board of directors of the Company (the "Board" or the "Directors") announced in December 2015 that it was setting the dividend payable on the Company's ordinary shares at a level which would provide sufficient flexibility to ensure that the Company is able to support its rapidly growing platform assets and that it expected to pay a dividend of not less than 2.5p per annum on a quarterly basis.
The Board has resolved that the Company will maintain this policy up to and including the payment of a final dividend in respect of the 2016 financial year. However, GLI is a growing company with opportunities to invest and secure its position as a leading specialised FinTech lender. The Board considers that it is in the best long term interests of Shareholders that the FinTech platforms in which the Company remains invested, which are still in the early stages of development, should be allowed the time and the funding to develop their full potential. In light of this, the Board recognises that paying dividends in the short term should not compromise the opportunity to enhance shareholder value over time. Whilst the Company's objective is to continue the payment of dividends, from 2017, dividends will only be paid when fully covered by cash earnings (sustainable operating income plus returns from the periodic sales of investments) arising in any one financial year. This reflects a balance between ensuring that the Company has the resources to make the most of its opportunities to create longer term shareholder value and providing for the payment of a progressive dividend.
The Board recognises that this change in policy necessitates a change in the frequency of dividend payments, from quarterly to semi-annually (September (interim dividend) and March (final dividend)), with a weighting in payment towards the final dividend.
The Board will consider the quantum of the interim and final dividends as part of its half-year and year-end meetings respectively. This will allow adequate time for the assessment of cash earnings from GLI's operations (in particular the newly created Sancus BMS), and any asset sales.
Related party transaction
Golf currently owns 15,685,000 ordinary shares in the Company. Somerston Group Treasury Limited currently owns 28,189,543 ordinary shares in the Company. Golf and Somerston Group Treasury Limited are both subsidiaries of Somerston Group Limited ("Somerston"). Together this represents 15.4 per cent. of the Company's current issued share capital (excluding treasury shares). As a substantial shareholder in the Company, Somerston is a related party for the purposes of the AIM Rules.
Whilst the Placing has been fully underwritten by Golf at the Placing Price and Golf has committed to subscribe for 17,682,134 Placing Shares, Golf's ultimate participation in the Placing will not be known until the outcome of the Bookbuild process. If Golf ultimately subscribes for all of the Placing Shares, Somerston's interest will increase to 66,895,103 ordinary shares, representing 21.7 per cent. of the enlarged issued share capital of the Company (excluding treasury shares). Based on Golf's minimum subscription of 17,682,134 Placing Shares, Somerston's interest will increase to 61,556,677 ordinary shares, representing 20.0 per cent. of the enlarged issued share capital of the Company (excluding treasury shares). In consideration of Golf's commitment to underwrite the Placing, the Company has agreed, subject to the approval of the Company's ordinary shareholders, to grant Golf warrants (the "Warrants") to subscribe for an additional 10,000,000 ordinary shares in the Company at an exercise price of 37 pence per ordinary share, exercisable for a period of four years from the Warrants' date of issue. If these Warrants and other warrants already held by Somerston were exercised, and it does not sell down any of its shares in the Company its maximum interest would increase to 108,895,103 ordinary shares, representing 31.1 per cent. of the enlarged issued share capital of the Company. If the Warrants are not issued to Golf by 30 September 2016, for example because shareholders do not approve the grant to Golf of the Warrants, the Company has agreed to pay Golf a fee of four per cent. of the value at the Placing Price of the Placing Shares.
A circular and a notice of General Meeting will be posted to Shareholders shortly in connection with these proposals.
Fair and Reasonable Statement
The Directors consider, having consulted with the Company's nominated adviser, Panmure Gordon, that the terms of the Placing are fair and reasonable insofar as Shareholders are concerned.
Market Abuse Regulation
The Market Abuse Regulation ("MAR") became effective from 3 July 2016. Market soundings, as defined in MAR, were taken in respect of the Placing with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.
For further information, please contact:
GLI Finance Limited
Andy Whelan
+44 (0)1534 708900
Panmure Gordon (Nominated Adviser and Corporate Broker)
Dominic Morley
+44 (0)20 7886 2954
Peter Steel
+44 (0)113 357 1152
Charles Leigh Pemberton
+44 (0)20 7886 2906
Instinctif Partners (PR Adviser)
Tim Linacre/Nick Woods
+44 (0)207 457 2020
About GLI
GLI (www.glifinance.com) is a specialist provider of finance to small and medium sized enterprises. Its ordinary shares are quoted on the AIM and its issued zero dividend preference shares are listed and traded on the main market of the London Stock Exchange (tickers GLIF and GLIS (Ord) and GLIZ (2019 ZDP)). Loans are provided to SMEs through a variety of finance platforms in which GLI has an equity stake.
The platforms in which GLI is invested vary by geography, industry, size of lending and by type of lending. They include UK and US SME Lending, Offshore Lending, UK and European Invoice Discounting, Supply Chain Finance, Global Trade Finance, and UK Property-Backed Lending.
IMPORTANT NOTICES
This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or "US"), Australia, Canada, Japan, New Zealand, the Republic of South Africa, any member of the EEA (other than the UK) or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.
In particular, the securities of the Company (including the Placing Shares) have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States, and accordingly the Placing Shares may not be offered, sold, pledged or transferred, directly or indirectly, in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any relevant state or jurisdiction of the United States.
The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.
The distribution of this Announcement and the placing of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Panmure Gordon or any of their respective affiliates that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Panmure Gordon to inform themselves about, and to observe, such restrictions. The information contained in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of any information contained in this Announcement in whole or in part is unauthorised. Failure to comply with the restrictions set out herein may constitute a violation of the Securities Act or the applicable laws of other jurisdictions.
Members of the public are not eligible to take part in the Placing. This Announcement and the information contained herein are for information purposes only and are directed only at: (a) persons in member states of the EEA who are qualified investors as defined in section 86(7) of the Financial Services and Markets Act 2000, as amended, ("Qualified Investors") being persons falling within the meaning of Article 2(1)(e) of the EU Prospectus Directive (which means Directive 2003/71/EC and includes any relevant implementing directive measure in any member state) (the "Prospectus Directive"); (b) in the United Kingdom, to Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity in connection with the Placing will only be available to, and will only be engaged with, Relevant Persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended) ("FSMA") by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
This Announcement has been issued by, and is the sole responsibility, of the Company. No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Directive) to be published. Persons needing advice should consult an independent financial adviser.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and aside from the responsibilities and liabilities, if any, which may be imposed by FSMA or the regulatory regime established thereunder or any other applicable regulatory regime; no responsibility or liability is or will be accepted by Panmure Gordon or any of its respective affiliates, parent undertakings, subsidiary undertakings or subsidiaries of its parent undertakings or any of its respective directors, officers, employees, agents or advisers or any other person as to or in relation to, the accuracy, completeness or sufficiency of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with the Company, the Placing Shares or the Placing (including, without prejudice to the generality of the foregoing, any such information or opinions or for any errors or omissions); and any liability therefor is expressly disclaimed.
Panmure Gordon (UK) Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"), is acting as nominated adviser, sole broker and sole bookrunner to the Company for the purposes of the AIM Rules for Companies and the AIM Rules for Nominated Advisers published by the London Stock Exchange in connection with the Placing and Admission and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Panmure Gordon nor for providing advice in relation to the Placing or Admission or any other matter referred to in this Announcement.
FORWARD LOOKING STATEMENTS
This Announcement includes statements that are, or may be deemed to be "forward-looking statements". The words "believe," "anticipate," "expect," "intend," "estimate", "forecast", "project", "aim,", "hope", "plan," "seek", "predict," "continue," "assume," "positioned," "may," "will," "should," "shall," "risk", "assurance" and other similar expressions that are predictions of or indicate future events and future trends identify forward-looking statements. Others can be identified from the context in which they are made. These forward-looking statements include all matters that are not historical facts. An investor should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are in many cases beyond the Company's control. By their nature, forward-looking statements involve risks and uncertainties because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. The Company cautions investors that forward-looking statements are not guarantees of future performance and that its actual results of operations and financial condition, and the development of the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this Announcement. The cautionary statements set forth above should be considered in connection with any subsequent written or oral forward-looking statements that the Company, or persons acting on its behalf, may issue.
Forward-looking statements contained in this Announcement that are based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. No statement in this Announcement is intended to be a profit forecast or to imply that the earnings of the Company and its subsidiary undertakings (the "Group") for the current year or future years necessarily will match or exceed the historical or published earnings of the Group.
The information contained in this Announcement is subject to change without notice and the Company does not undertake any responsibility or obligation nor does it intend to revise or update publicly or review any of the forward-looking statements in this Announcement to reflect events or circumstances after the date of this Announcement (except to the extent required by the FCA, the London Stock Exchange or by applicable law, the Listing Rules or the Disclosure Rules and Transparency Rules). Prospective investors should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement, as a prediction of actual results or otherwise.
In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Announcement may not occur.
The price of shares and any income expected from them may go down as well as up and an investor may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
APPENDIX
This appendix contains important information for Placees (as defined below) in the United Kingdom. Members of the public are not eligible to take part in the Placing. This appendix and the terms set out herein are directed only at persons in the United Kingdom selected by Panmure Gordon who are Relevant Persons as defined above. Any investment or investment activity to which the terms and conditions set out herein relates is available only to such persons and will be engaged in only with such persons.
This Announcement and the information contained herein is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa, any member of the EEA (other than the UK) or any other jurisdiction in which such release, publication or distribution would be unlawful.
Each Placee should consult with its own advisers as to the legal, tax, business and related aspects of a purchase of Placing Shares.
Terms of the Placing
If a relevant person chooses to participate in the Placing by making or accepting an offer to acquire Placing Shares (each such relevant person whose participation is accepted by Panmure Gordon in accordance with this appendix being hereinafter referred to as a "Placee" and together, as the "Placees") it will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained in this Announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Announcement.
The Placing Shares referred to in this Announcement have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or transferred in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any relevant state or jurisdiction of the United States. There will be no public offer of the Placing Shares in the United States. The Placing Shares have not been recommended, approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.
The Placing Shares will not be lodged with or registered by the Australian Securities and Investments Commission under Australia's Corporations Law and are not being offered for subscription or sale and may not be directly or indirectly offered, sold, taken up, transferred or delivered in or into Australia or to or for the account or benefit of any person or corporation in (or with a registered address in) Australia. No document in relation to the Placing Shares has been or will be lodged for registration with the Registrar of Companies in the Republic of Ireland and the Placing Shares will not be offered, sold or delivered, directly or indirectly in the Republic of Ireland. All subscribers for Placing Shares must provide addresses outside the Republic of Ireland for the receipt of certificates for Placing Shares. The relevant clearances have not been, and will not be obtained from the Ministry of Finance of Japan and no circular in relation to the Placing Shares has been or will be lodged with or registered by the Ministry of Finance of Japan. The Placing Shares may not therefore be offered, taken up, transferred or sold, directly or indirectly, in or into Japan, its territories and possessions and any areas subject to its jurisdiction or to any resident of Japan. The approval of the South African Exchange Control Authorities has not been, and will not be, obtained in relation to the Placing Shares. The Placing Shares may not therefore be offered, taken up, transferred or sold directly or indirectly in or into the Republic of South Africa or to a resident of the Republic of South Africa. The Placing Shares may not be offered, taken up, transferred or sold directly or indirectly in or into Canada or to a resident of Canada. This Announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction. The distribution of this Announcement and the Placing and issue of the Placing Shares in certain jurisdictions may be restricted by law. Persons to whose attention this Announcement has been drawn are required by the Company and Panmure Gordon to inform themselves about and to observe any such restrictions.
1. | Panmure Gordon has agreed to act as the Company's nominated adviser and placing agent and to use reasonable endeavours, subject to a number of conditions, to procure persons to subscribe for up to 5,338,426 Placing Shares at the Placing Price and has entered into a placing agreement with the Company and Golf (the "Placing Agreement") in this regard. Save in respect of those Placing Shares that are guaranteed to be placed with Golf, Panmure Gordon will, following consultation with the Company, determine in its absolute discretion the extent of each Placee's participation in the Placing, which will not necessarily be the same for each Placee. |
2. | The price payable per new Placing Share shall be the Placing Price. |
3. | Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. The issue of the Placing Shares is conditional upon the provision of written confirmation by a director of the Company to Panmure Gordon on or before 7.30 a.m. on 15 August 2016 that Admission will occur at 8.00 a.m. on 15 August 2016 (or, in both cases, such later date and time as may be agreed by the Company and Panmure Gordon, being no later than 22 August 2016 (the "Long Stop Date")). |
4. | A Placee's commitment to subscribe for a fixed number of Placing Shares will be agreed with and confirmed to it orally by Panmure Gordon and a contract note ("Contract Note") will be dispatched as soon as possible thereafter. The oral confirmation to the Placee by Panmure Gordon constitutes an irrevocable, legally binding contractual commitment to Panmure Gordon (as agent for the Company) to subscribe for the number of Placing Shares allocated to it on the terms set out in this Announcement. |
5. | Commissions will not be paid to Placees in connection with the Placing. |
6. | Panmure Gordon has the right to terminate its obligations under the Placing Agreement (after such consultation with the Company as the circumstances may allow) at any time prior to Admission in certain circumstances including, inter alia, (i) if any of the warranties contained in the Placing Agreement are untrue, inaccurate or misleading or if there is a material omission from the Placing Documents (as defined therein); or (ii) a material adverse change in the financial position or prospects of the Company; or (iii) the occurrence of an event of force majeure. If the Placing Agreement is terminated prior to Admission, the Placing will lapse and the rights and obligations of the Placees hereunder shall cease and determine at such time and no claim can be made by any Placee in respect thereof. In such event, all monies (if any) paid by the Placees to Panmure Gordon at such time shall be returned to the Placees at their sole risk without any obligation on the part of the Company or Panmure Gordon or any of their respective affiliates to account to the Placees for any interest earned on such funds. The Placees acknowledge and agree that the Company and Panmure Gordon may, at their sole discretion, exercise their contractual rights to waive or to extend the time and/or date for fulfilment of any of the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments. |
7. | The Placing Shares will be issued credited as fully paid, subject to the articles of incorporation of the Company and will, on Admission, rank pari passu in all respects with the existing issued ordinary shares of the Company. |
8. | Neither Panmure Gordon nor the Company shall have any liability to any Placee nor shall they owe any Placee fiduciary duties in respect of any claim they may have under the Placing Agreement (or, in either circumstance, to any other person whether acting on behalf of a Placee or otherwise) in respect of the exercise of its contractual rights to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of termination of the Placing Agreement or in respect of the Placing generally. |
9. | Each Placee acknowledges to, and agrees with, Panmure Gordon for itself and as agent for the Company, that except in relation to the information in this Announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing. |
10. | Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, subject to certain exceptions. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and Panmure Gordon may agree that the Placing Shares should be issued in certificated form. Panmure Gordon reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as it deems necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction. |
11. | It is expected that settlement of the Placing will occur on 15 August 2016, on which date each Placee must settle the full amount owed by it in respect of the Placing Shares allocated to it. Panmure Gordon may (after consultation with the Company) specify a later settlement date (or dates) at its absolute discretion. Payment must be made in cleared funds. The payment instructions for settlement in CREST and settlement outside of CREST will be set out in the Contract Note issued to the Placee by Panmure Gordon. Interest is chargeable daily on payments not received from Placees on the due date at the rate per annum of 2 percentage points above the Barclays Bank plc base rate. If a Placee does not comply with these obligations, Panmure Gordon may sell the Placing Shares allocated to such Placee (as agent for such Placee) and retain from the proceeds, for its own account, an amount equal to the Placing Price plus any interest due. The relevant Placee will, however, remain liable, inter alia, for any shortfall below the Placing Price and it may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of its Placing Shares on its behalf. Time shall be of the essence as regards the obligations of Placees to settle payment for the Placing Shares and to comply with their other obligations under this Announcement. |
12. | If Placing Shares are to be delivered to a custodian or settlement agent of a Placee, the relevant Placee should ensure that, upon receipt, the Contract Note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are to be registered in the name of a Placee or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees should match the CREST details as soon as possible or if using a settlement agent they should instruct their agent to do so. Failure to do so could result in a CREST Settlement fine. |
Representations and Warranties by Placees
By participating in the Placing, each Placee (and any persons acting on its behalf):
1. | represents and warrants that it has read this Announcement in its entirety and acknowledges that its participation in the Placing will be governed by the terms of this Announcement and the Placing Agreement; |
2. | represents, warrants and undertakes that it will subscribe for the Placing Shares allocated to it in the Placing and pay up for the same in accordance with the terms of this Announcement failing which the relevant Placing Shares may be placed with other subscribers or sold as Panmure Gordon determines and without liability to such Placee; |
3. | represents, warrants and undertakes that it is not a related party of the Company for the purposes of the AIM Rules of the London Stock Exchange as at the date hereof; |
4. | confirms Panmure Gordon's absolute discretion with regards to the Placing Agreement and agrees that Panmure Gordon owes it no fiduciary duties in respect of any claim it may have relating to the Placing; |
5. | undertakes and acknowledges that its obligations under the Placing are legally binding and irrevocable; |
6. | represents and warrants that it is entitled to subscribe for Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed and complied with such laws and obtained all such governmental and other guarantees and other consents which may be required thereunder and complied with all necessary formalities; |
7. | represents and warrants that it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and that it is purchasing the Placing Shares at the Placing Price for investment only and not with a view to resale or distribution; |
8. | acknowledges that it is not entitled to rely on any information other than that contained in this Announcement (and represents and warrants that it has not relied on any representations relating to the Placing, the Placing Shares or the Company other than the information contained in this Announcement); |
9. | represents and warrants that when published, the content of the Announcement will exclusively be the responsibility of the Company and that neither Panmure Gordon nor any of its affiliates nor any person acting on its behalf will be responsible for or shall have liability for any information, representation or statement contained therein and neither Panmure Gordon nor any of its affiliates nor any person acting on its behalf will be responsible or liable for the Placee's investment decision in relation to the Placing Shares based on any information representation or statement contained in the Announcement; |
10. | represents and warrants that the issue to the Placee, or the person specified by such Placee 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); |
11. | represents and warrants that it is not resident in any member state of the EEA other than the UK; |
12. | represents and warrants that it is aware of and has complied with its obligations in connection with money laundering under the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 (the "Regulations") and, if it is making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it and that the applicable procedures have been carried out to verify the identity of the third party as required by the Regulations; |
13. | represents and warrants that its participation in the Placing will not require it to make a mandatory offer under Rule 9 of the City Code on Takeovers and Mergers; |
14. | represents and warrants that it is not a person who has a registered address in, or is a resident, citizen or national of, a country or countries, in which it is unlawful to make or accept an offer to subscribe for the Placing Shares; |
15. | represents and warrants that it is a person falling within Article 19(5) or Article 49(2)(a) to (d) of the Order 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; |
16. | represents and warrants that it has only communicated or caused to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person; |
17. | represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving the United Kingdom and will not sell or offer to sell the Placing Shares in a manner which will result in an offer to the public in the United Kingdom within the meaning of FSMA; |
18. | represents and warrants that its obligations under the Placing are valid, binding and enforceable and that it has all necessary capacity and authority, and has obtained all necessary consents and authorities to enable it to commit to participation in the Placing and to perform its obligations in relation thereto and will honour its obligations (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement); |
19. | acknowledges that Panmure Gordon is acting solely for the Company and that participation in the Placing is on the basis that it is not and will not be a client or customer of Panmure Gordon or any of its affiliates and that Panmure Gordon and its affiliates have no duties or responsibilities to it for providing the protections afforded to their clients or customers or for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of Panmure Gordon's rights and obligations thereunder, including any right to waive or vary conditions or exercise any termination right; |
20. | undertakes and agrees that (i) the person whom it specifies for registration as holder of the Placing Shares will be (a) the Placee or (b) a nominee of the Placee, (ii) neither Panmure Gordon nor the Company or any of their respective affiliates will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement and (iii) the Placee and any person acting on its behalf agrees to subscribe on the basis that the Placing Shares will be issued and allotted to the CREST stock account of Panmure Gordon which will act as settlement agent in order to facilitate the settlement process; |
21. | acknowledges that any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract; |
22. | acknowledges and agrees that the Placing Shares have not been and will not be registered under the Securities Act or under the relevant securities laws of any state of the United States, that the relevant clearances have not been and will not be obtained from the Securities Commission of any Province of Canada and that the Placing Shares have not been and will not be registered under the relevant securities laws of any of Australia, Japan, the Republic of South Africa, any member state of the EEA (other than the UK) or any state or territory within any such country and, subject to certain limited exceptions, may not be, directly or indirectly, offered, sold, renounced, transferred, taken-up or delivered in, into or within those jurisdictions; |
23. | acknowledges and agrees that it will not distribute or publish this Announcement or any advertisement or other offering material in relation to the Placing Shares directly or indirectly in, into or within any of Australia, Japan, the Republic of South Africa, any member state of the EEA (other than the UK) or the United States; |
24. | represents, warrants and acknowledges to Panmure Gordon for itself and as agent for the Company that it is outside the United States and will only offer and sell the Placing Shares outside the United States in offshore transactions in accordance with Regulation S of the Securities Act; |
25. | represents, warrants and undertakes and agrees that neither it nor its affiliates (as defined in Rule 501(b) of the US Securities Act) nor any person acting on its or their behalf have engaged in or will engage in any "general solicitation or general advertising" (within the meaning of Regulation D under the US Securities Act) or "directed selling efforts" (as defined in Regulation S under the US Securities Act) in connection with any offer or sale of the Placing Shares; |
26. | represents and warrants that it is not acting on a non-discretionary basis for the account or benefit of a US person or a person located within the United States at the time the undertaking to subscribe for Placing Shares was given except for the account or benefit of US persons or persons located in the United States to whom offers and sales may be made in compliance with applicable law; |
27. | acknowledges that the agreement to settle each Placee's subscription (and/ or the subscription of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Panmure Gordon nor any of their respective affiliates will be responsible. If this is the case, the relevant Placee should take its own advice and notify Panmure Gordon accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares; |
28. | acknowledges that any monies of any Placee or any person acting on behalf of the Placee held or received by Panmure Gordon will not be treated as client money within the meaning of the relevant rules and regulations of the FCA. As a consequence, these monies will not be segregated from the monies of Panmure Gordon and may be used by Panmure Gordon in the course of its business, and the relevant Placee or any person acting on its behalf will therefore rank as a general creditor of Panmure Gordon; |
29. | acknowledges and agrees that, in agreeing to acquire Placing Shares, it irrevocably appoints any director or employee of Panmure Gordon as its agent for the purpose of executing and delivering to the Company and/or the Registrar any document on its behalf necessary to enable it to be registered as the holder of the Placing Shares it agrees to acquire pursuant to the Placing or to complete the sale of such Placing Shares on its behalf in the circumstances referred to earlier; and |
30. | agrees to indemnify and hold harmless the Company, Panmure Gordon and their respective affiliates from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Announcement and further agrees that the provisions of this Announcement shall survive after completion of the Placing. |
The acknowledgements, undertakings, representations and warranties referred to above are given to each of the Company and Panmure Gordon (for their own benefit and, where relevant, the benefit of their respective affiliates) and are irrevocable. The Company and Panmure Gordon will rely upon the truth and accuracy of the foregoing acknowledgements, undertakings, representations and warranties.