17 Jan 2020 07:00
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, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
17 January 2020
TRICORN GROUP PLC
CONDITIONAL PLACING AND SUBSCRIPTION TO RAISE £1.0 MILLIONPROPOSED OPEN OFFER TO RAISE £0.49 MILLION
WAIVER OF RULE 9 OF THE CITY CODE
AND
NOTICE OF GENERAL MEETING
Tricorn Group plc (AIM: TCN) ("Tricorn", the "Company" and together with its subsidiary undertakings, the "Group"), the AIM quoted tube manipulation specialist, is pleased to announce a conditional Placing, Subscription and Open Offer of up to £1.49 million (before expenses).
Transaction Highlights
·; Conditional Placing and conditional Subscription to raise, in aggregate, £1.0 million through the issue of a total of 10,000,000 new Ordinary Shares to new and existing investors at 10 pence per share (representing a discount of approximately 28.6 per cent. to the Closing Price of 14 pence per share on 16 January 2020, being the last trading day prior to the date of this announcement).
·; Proposal to raise up to a further £0.49 million by way of a conditional Open Offer on the basis set out below.
·; The Fundraising is conditional upon Shareholder approval.
·; The net proceeds of the Fundraising will be used to strengthen the Group's balance sheet, for working capital purposes and to fund capital expenditure on a dedicated manufacturing cell at Rabun Gap, USA.
The Fundraising
Tricorn has conditionally raised, in aggregate, £1.0 million, before expenses, by way of a conditional placing of 4,643,100 new Ordinary Shares and a conditional subscription of 5,356,900 new Ordinary Shares, in each case at the Issue Price.
The Company also announces that it proposes to raise up to a further £0.49 million by way of a conditional Open Offer to Qualifying Shareholders.
The Open Offer will provide Qualifying Shareholders with the opportunity to apply to subscribe for Open Offer Shares at the Issue Price pro rata to their holdings of Qualifying Shares as at the Record Date on the following basis:
1 Open Offer Share for every 7 Qualifying Shares
and so on in proportion to any other number of Qualifying Shares then held.
The Issue Price represents a discount of approximately 28.6 per cent. to the Closing Price of 14 pence on 16 January 2020, the last trading day prior to the date of this announcement.
The allotment and issue of the Placing Shares, the Subscription Shares and the Open Offer Shares is subject to, inter alia, the passing of the Resolutions at the General Meeting.
The net proceeds of the Placing and the Subscription, along with any funds raised pursuant to the Open Offer, will be used to strengthen the Group's balance sheet, provide the working capital headroom to enable additional growth opportunities to be pursued across the Group and to fund capital expenditure on a dedicated manufacturing cell for tubular assemblies up to three inches in diameter at Rabun Gap, USA.
The Company has also agreed, conditional upon Admission, to issue 25,000 new Ordinary Shares at 10 pence per share to Shore Capital as part-payment for its corporate advisory services in connection with the Transactions.
Application will be made to the London Stock Exchange for the admission of the New Ordinary Shares to trading on AIM. It is expected that Admission will occur and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 5 February 2020 at which time it is also expected that the New Ordinary Shares will be enabled for settlement in CREST.
A General Meeting of Tricorn Group plc will be held at the registered office of the Company at Spring Lane, Malvern Link, Malvern, Worcestershire WR14 1DA on 4 February 2020 at 11.00 a.m. to consider and, if thought fit, pass the Resolutions.
A circular (the "Circular") containing details of the Transactions is expected to be posted later today to Shareholders along with an Application Form relating to the Open Offer and a Form of Proxy to vote at the General Meeting. Extracts from the Circular are set out in the Appendix to this announcement.
Capitalised terms used in this announcement are set out at the end of this announcement.
Mike Welburn, Chief Executive Officer of Tricorn, commented: "The Board is pleased to announce the Fundraising. The funds raised will strengthen our balance sheet, provide working capital headroom to allow additional growth opportunities to be pursued and support further expansion of our manufacturing capabilities in the USA."
For further information contact:
Tricorn Group plc | Tel +44 (0)1684 569956 |
Mike Welburn, Chief Executive | www.tricorn.uk.com |
Phil Lee, Group Finance Director | corporate@tricorn.uk.com |
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Shore Capital | Tel + 44 (0)20 7408 4080 |
Tom Griffiths - Corporate Advisory David Coaten - Corporate Advisory Henry Willcocks - Corporate Broking |
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The person responsible for arranging the release of this announcement on behalf of the Company is Mike Welburn, Chief Executive Officer of the Company.
Notes to Editors:
Tricorn is a value added manufacturer and specialist manipulator of pipe and tubing assemblies to niche markets worldwide.
For further information, please visit: www.tricorn.uk.com.
APPENDIX
1. Introduction
The Company announces that it has conditionally raised approximately £0.464 million before expenses by way of a Placing of 4,643,100 new Ordinary Shares at 10 pence per share. In addition, the Company has conditionally raised a further approximately £0.536 million by way of a Subscription of 5,356,900 new Ordinary Shares at 10 pence per share, involving the subscription for new Ordinary Shares by Roger Allsop, a Non-Executive Director of the Company, and Andrew Moss, the Non- Executive Chairman of the Company.
The Company also announces that it proposes to raise up to a further £0.490 million by way of an Open Offer to Qualifying Shareholders at 10 pence per share.
The Fundraising is subject to Shareholder approval, details of which will be set out in the Circular.
Roger Allsop has agreed to subscribe for, in aggregate, 5,000,000 new Ordinary Shares under the Subscription and each member of the Concert Party has undertaken (or the Company expects them to undertake) to apply for their Basic Entitlement under the Open Offer in full. Consequently, on completion of the Fundraising, the Concert Party (which includes Roger Allsop) will hold, in aggregate, 17,822,857 Ordinary Shares, representing approximately 38.74 per cent. of the Enlarged Share Capital, assuming each member of the Concert Party subscribes for their Basic Entitlement under the Open Offer in full, Andrew Moss and his wife subscribe for their Basic Entitlement under the Open Offer in full and no other Shareholder subscribes for Ordinary Shares under the Open Offer.
Under Rule 9 of the Takeover Code, on completion of the Fundraising, the Concert Party would normally be obliged to make a general offer to all Shareholders (other than the Concert Party) to acquire all the Ordinary Shares not owned by the Concert Party. The Panel has agreed to waive this obligation subject to the approval (on a poll) of the Independent Shareholders of the Whitewash Resolution. The Fundraising is therefore conditional, inter alia, to the approval of that resolution by the Independent Shareholders.
The Fundraising is also conditional, inter alia, upon Shareholders approving the Resolutions at the General Meeting that will grant the Directors the authority to allot the New Ordinary Shares and the power to disapply statutory pre-emption rights in respect of the New Ordinary Shares. The Resolutions will be set out in the Notice of General Meeting at the end of the Circular. None of the members of the Concert Party are entitled to vote on the Whitewash Resolution. In addition, as a result of their participation in the Placing and the Subscription, neither Canaccord Genuity, a substantial Shareholder, nor Andrew Moss, is entitled to vote on the Whitewash Resolution.
2. Background to and reasons for the Fundraising
As Shareholders will be aware, over the past several years, the Company has been transformed from being a purely UK based group of companies to an international group with a joint venture in China and a wholly owned subsidiary in the USA. This has involved the Company making the following investments and/or acquisitions:
·; March 2012 - an investment of £1.0 million in a new manufacturing facility in China;
·; March 2013 - the acquisition of a US tube manufacturing business in Franklin, North Carolina for consideration of £1.95 million in cash;
·; July 2013 - the formation of a joint venture in China and investment of £0.39 million in cash for a 51 per cent. interest;
·; June 2016 - consolidated the Group's activities in China. The Company now owns 63 per cent. of the enlarged joint venture; and
·; May 2019 - extension to a second facility in the USA at Rabun Gap, Georgia, further details of which are set out below.
On 14 May 2019, the Company announced that it had extended its capabilities and facilities in the USA with the purchase of a powder coating and wet spraying line and secured an initial five year lease on 47,000 square feet within a larger building, "Rabun Gap", with options to extend for a further five years. It subsequently announced on 10 July 2019 that this facility and the associated paint line were fully operational. This facility enables Tricorn to pre-treat and paint its products in-house; these processes having previously been sub-contracted. The Company subsequently announced on 10 July 2019 that Rabun Gap and the associated paint line were fully operational.
Rabun Gap also provides Tricorn with additional manufacturing floor space that the Directors believe can be used to address a significant opportunity within the US market for larger diameter tube assemblies within the Company's existing customer base.
3. Use of net proceeds
Tricorn plans to use the net proceeds of the Fundraising to:
·; strengthen the Group's balance sheet;
·; provide the working capital headroom to enable additional growth opportunities to be pursued across the Group; and
·; fund capital expenditure on a dedicated manufacturing cell for tubular assemblies up to three inches in diameter at Rabun Gap, USA.
4. Details of the Placing and the Subscription
The Placing
The Company has conditionally raised £0.464 million before expenses by the Placing of 4,643,100 new Ordinary Shares at the Issue Price to Placees.
The Placing is conditional, inter alia, upon:
a) the passing of the Resolutions;
b) the Placing Agreement becoming or being declared unconditional in all respects and not having been terminated in accordance with its terms;
c) the subscription letters relating to the Subscription having become unconditional in all respects (save for any conditions relating to the Placing Agreement having become unconditional and Admission) and not having been terminated in accordance with their terms; and
d) Admission becoming effective by no later than 8.00 a.m. on 5 February 2020 or such later time and/or date (being no later than 8.00 a.m. on 28 February 2020) as Shore Capital and the Company may agree.
If any of the conditions are not satisfied, the Placing Shares will not be issued.
The Placing Shares are not subject to clawback. The Placing is not being underwritten. The Placing Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission.
Application will be made to the London Stock Exchange for the admission of the Placing Shares to trading on AIM. It is expected that Admission will occur and that dealings will commence at 8.00 a.m. on 5 February 2020 (or such later date, being not later than 8.00 a.m. on 28 February 2020, as the Company and Shore Capital may agree) at which time it is also expected that the Placing Shares will be enabled for settlement in CREST.
The Subscription
The Company has conditionally raised £0.536 million before expenses pursuant to the Subscription by the issue of 5,356,900 new Ordinary Shares at the Issue Price to Roger Allsop and Andrew Moss.
The Subscription is conditional, inter alia, upon:
a) the passing of the Resolutions;
b) the Placing Agreement having become unconditional in all respects (save for any conditions relating to the subscription letters relating to the Subscription having become unconditional and Admission) and not having been terminated; and
c) Admission becoming effective by no later than 8.00 a.m. on 5 February 2020 or such later time and/or date (being no later than 8.00 a.m. on 28 February 2020) as Shore Capital and the Company may agree.
If any of the conditions are not satisfied, the Subscription Shares will not be issued.
The Subscription Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission.
Application will be made to the London Stock Exchange for the admission of the Subscription Shares to trading on AIM. It is expected that Admission will occur and that dealings will commence at 8.00 a.m. on 5 February 2020 (or such later date, being not later than 8.00 a.m. on 28 February 2020, as the Company and Shore Capital may agree) at which time it is also expected that the Subscription Shares will be enabled for settlement in CREST.
5. Details of the Open Offer
The Company is proposing to raise up to a further £0.490 million (before expenses) pursuant to the Open Offer. The Open Offer Shares will be issued at the Issue Price.
The Open Offer is being made on a pre-emptive basis, allowing all Shareholders on the register as at 6.00 p.m. on 16 January 2020 the opportunity to participate.
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 Qualifying Shares as at the Record Date on the following basis:
1 Open Offer Share for every 7 Qualifying Shares
and so on in proportion to any other number of Qualifying Shares then held.
Entitlements to apply to acquire Open Offer Shares will be rounded down to the nearest whole number and any fractional entitlement to Open Offer Shares will be disregarded in calculating the Basic Entitlement.
Other than in the case of each member of the Concert Party, applications for Basic Entitlements will be rejected if and to the extent that acceptance would result in the Qualifying Shareholder, together with those acting in concert with him/her/it for the purposes of the City Code, holding 30 per cent. or more of the Enlarged Share Capital immediately following Admission.
Qualifying Shareholders who do not take up any of their Basic Entitlements will experience a dilution to their interests of approximately 30 per cent. following completion of the Fundraising (assuming full subscription under the Open Offer).
The Open Offer is not being underwritten. The Open Offer is conditional, inter alia, upon:
a) the passing of the Resolutions at the General Meeting (or any adjournment thereof);
b) Admission becoming effective by 8.00 a.m. on 5 February 2020 (or such later time or date not being later than 8.00 a.m. on 28 February 2020 as Shore Capital and the Company may agree); and
c) the Placing Agreement becoming unconditional in all respects (save for the condition relating to Admission) and not having been terminated in accordance with its terms.
If any of the conditions are not satisfied, the Open Offer Shares will not be issued.
The Open Offer Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission.
Excess Applications
The Open Offer will be structured to allow Qualifying Shareholders to subscribe for Open Offer Shares at the Issue Price pro rata to their holdings of Existing Ordinary Shares on the Record Date.
Qualifying Shareholders may also make applications in excess of their Basic Entitlements. To the extent that Basic Entitlements are not subscribed by Qualifying Shareholders, such Open Offer Shares will be available to satisfy such excess applications, subject to a maximum of 4,899,285 Open Offer Shares in aggregate. To the extent that applications are received in respect of more than 4,899,285 Open Offer Shares in aggregate, excess applications will be scaled back accordingly.
Other than in the case of each member of the Concert Party, excess applications will be rejected if and to the extent that acceptance would result in the Qualifying Shareholder, together with those acting in concert with him/her/it for the purposes of the City Code, holding 30 per cent. or more of the Enlarged Share Capital immediately following Admission.
Qualifying Shareholders should note that their applications under the Excess Application Facility will be allocated in such manner as the Directors may determine in their absolute discretion and no assurance can be given that an application for Excess Shares will be met in full or in part or at all. The Directors may determine in their absolute discretion not to accept any particular application under the Excess Application Facility.
Qualifying Shareholders should note that the Open Offer is not a rights issue. Qualifying non-CREST Holders 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 or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer.
Settlement and dealings
Application will be made to the London Stock Exchange for the Open Offer Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings will commence at 8.00 a.m. on 5 February 2020. Further information in respect of settlement and dealings in the New Ordinary Shares will be set out in the Circular.
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.
CREST instructions
Application has been made for the Basic Entitlements for Qualifying CREST Holders to be admitted to CREST. It is expected that the Basic Entitlements will be admitted to CREST on 20 January 2020.
The Excess CREST Open Offer Entitlements will also be admitted to CREST on 20 January 2020. Applications through the CREST system may only be made by the Qualifying Holder originally entitled or by a person entitled by virtue of a bona fide market claim.
If you are a Qualifying CREST Holder, no Application Form will be enclosed with the Circular but you will receive a credit to your appropriate stock account in CREST in respect of your Basic Entitlement and if appropriate your Excess Entitlement. You should refer to the procedure for application set out in the Circular. The relevant CREST instruction must have settled by no later than 11.00 a.m. on 3 February 2020.
6. Dispensation from Rule 9 of the Takeover Code
The Takeover Code applies to the Company and governs, inter alia, transactions which may result in a change of control of a company to which the Takeover Code applies.
Rule 9 of the Takeover Code
Under Rule 9 of the Takeover Code, any person who acquires, whether by a series of transactions over a period of time or not, an interest (as defined in the Takeover Code) in shares which, taken together with shares in which he is already interested, or 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 Takeover Code, is normally required to make a general offer to all the remaining shareholders to acquire their shares.
Similarly, Rule 9 of the Takeover Code also provides that when any person, together with persons acting in concert with him, is interested in shares which, in aggregate, carry more than 30 per cent. of the voting rights of such company, but does not hold shares carrying 50 per cent. or more of such voting rights, a general offer will normally be required if any further interest in shares is acquired by any such person.
An offer under Rule 9 must be in cash and must be 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 of the company in question during the 12 months prior to the announcement of the offer.
Concert Party
Persons acting in concert include persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control of a company.
The Concert Party consists of Mr Roger Allsop, Mrs Yvonne Allsop and the Roger Allsop Discretionary Settlement, all of whom are presumed to be acting in concert under the Takeover Code.
Full details of, and information on, the members of the Concert Party who are presumed to be acting in concert for the purposes of the Takeover Code and their interests in the Company will be set out in the Circular.
The Concert Party will not be restricted from making an offer for the Company.
Maximum Controlling Position
Roger Allsop has conditionally agreed to subscribe for, in aggregate, 5,000,000 Ordinary Shares under the Subscription and each member of the Concert Party has undertaken (or the Company expects them to undertake) to subscribe for their Basic Entitlement under the Open Offer, being, in aggregate, 1,602,857 new Ordinary Shares. Consequently, on completion of the Fundraising, assuming Andrew Moss and his wife subscribe for their Basic Entitlements which they have undertaken to do and no other Shareholder subscribes for new Ordinary Shares under the Open Offer, the Concert Party (which includes Roger Allsop) will hold, in aggregate, 17,822,857 Ordinary Shares, representing approximately 38.74 per cent. of the Enlarged Share Capital. The Concert Party's acquisition of New Ordinary Shares would, without a waiver of the obligations under Rule 9 of the Takeover Code, oblige the Concert Party to make a general offer for the Company under Rule 9 of the Takeover Code.
The following table sets out the Concert Party's shareholdings in the Company: (i) as at the date of this announcement; and (ii) on Admission.
Concert Party Member | Total No. of Existing Ordinary Shares | Percentage of Existing Ordinary Shares | Subscription Shares being subscribed for | Open Offer Shares being subscribed for^ | Maximum No. of Ordinary Shares following Admission^ | Percentage of Enlarged Share Capital following Admission^ |
Roger Allsop | 4,920,000 | 14.35% | 5,000,000 | 702,857 | 10,622,857 | 23.09% |
Yvonne Allsop | 5,600,000 | 16.33% | - | 800,000 | 6,400,000 | 13.91% |
The Roger Allsop Discretionary Settlement | 700,000 | 2.04% | - | 100,000 | 800,000 | 1.74% |
Total | 11,220,000 | 32.72% | 5,000,000 | 1,602,857 | 17,822,857 | 38.74% |
^ Assumes each member of the Concert Party subscribes for their Basic Entitlement under the Open Offer in full, Andrew Moss and his wife subscribe for their Basic Entitlement under the Open Offer in full and no other Shareholder subscribes for Ordinary Shares under the Open Offer.
The Concert Party's interest in Ordinary Shares (by number of shares) has remained unchanged since the admission of the Company's shares to trading on AIM in 2001, at which point the Concert Party's direct and indirect interest in the Company's issued share capital was approximately 43.6 per cent. However, this holding as a percentage of the Company's issued share capital has been diluted as a result of various issues of shares in relation to acquisitions, placings and the exercise of share options over shares culminating in its current shareholding and percentage interest, being 32.72 per cent.
Waiver of Rule 9 of the Takeover Code
The Company applied to the Panel for a waiver of Rule 9 of the Takeover Code in order to permit members of the Concert Party to subscribe for, in aggregate, 5,000,000 Ordinary Shares pursuant to the Subscription and 1,602,857 Open Offer Shares pursuant to the Open Offer (which assumes each member of the Concert Party subscribes for their Basic Entitlement under the Open Offer in full), without triggering an obligation on the part of the Concert Party to make a general offer for the Company. The Panel has agreed, subject to the Whitewash Resolution being passed on a poll of Independent Shareholders, to waive the requirement for the Concert Party to make a general offer to all Shareholders where such an obligation would arise as a result of members of the Concert Party subscribing for New Ordinary Shares pursuant to the Subscription and subscribing for their Basic Entitlement under the Open Offer in full.
In the event that the waiver by the Panel is approved by Independent Shareholders passing the Whitewash Resolution at the General Meeting, on completion of the Fundraising, the Concert Party will hold in aggregate, 17,822,857 Ordinary Shares, representing approximately 38.74 per cent. of the Enlarged Share Capital, being between 30 per cent. and 50 per cent. of the Enlarged Share Capital (assuming each member of the Concert Party subscribes for their Basic Entitlement under the Open Offer in full, Andrew Moss and his wife subscribe for their Basic Entitlement under the Open Offer in full and no other Shareholder subscribes for Ordinary Shares under the Open Offer). Under Rule 9.1 of the Takeover Code, any further acquisition of Ordinary Shares carrying voting rights by the Concert Party in excess of what has been permitted by the Rule 9 Waiver will trigger an obligation on the Concert Party to make a general offer to all Shareholders (other than the Concert Party) to acquire all the Ordinary Shares not owned by the Concert Party. In addition, the Concert Party will not be restricted from making an offer for the Company.
Intentions of the Concert Party
Following completion of the Fundraising, the Company's business will be continued in the same manner as it is at present. The Concert Party has confirmed that it has no intention to change the Company's plans with respect to: (i) the Company's future business (including the Company's intentions for its research and development functions); (ii) the continued employment of the employees and management of the Company, including any material change in conditions of employment or in the balance of the skills and functions of the employees and management; (iii) its strategic plans for the Company, or their likely repercussions on employment or the locations of the Company's places of business, including on the location of the Company's headquarters and headquarters functions; (iv) employer contributions into any pension scheme(s), the accrual of benefits for existing members, or the admission of new members; (v) the redeployment of the fixed assets of the Company; or (vi) maintenance of the Company's trading facility for the Ordinary Shares.
7. Placing Agreement
Under a placing agreement entered into between the Company and Shore Capital and Corporate and Shore Capital Stockbrokers, Shore Capital Stockbrokers has conditionally agreed to act as placing agent to the Company and to use reasonable endeavours to procure Placees to subscribe for the Placing Shares at the Issue Price.
The Placing Agreement sets out the conditions relating to the Placing.
The Placing is conditional upon (amongst other things) the satisfaction of the following conditions:
a) Admission taking place no later than 8.00 a.m. on 5 February 2020 (or such later time and/or date as the Company and Shore Capital may agree being no later than 8.00 a.m. on 28 February 2020);
b) there being no breach of warranty in the Placing Agreement prior to Admission;
c) the performance by the Company of its obligations under the Placing Agreement and/or other terms of or conditions to the Placing prior to Admission;
d) the passing of the Resolutions at the General Meeting; and
e) the subscription letters relating to the Subscription having become unconditional in all respects (save for any conditions relating to the Placing Agreement having become unconditional and Admission) and not having been terminated in accordance with their terms.
The Placing Agreement contains certain customary warranties from the Company in favour of Shore Capital in relation to, inter alia, the accuracy of the information contained in the Circular and certain other matters relating to the Group and its business. In addition, the Company has given certain undertakings to Shore Capital and has agreed to indemnify Shore Capital in relation to certain customary liabilities they may incur in respect of the Fundraising. Shore Capital has the right to terminate the Placing Agreement in certain circumstances prior to Admission including, inter alia: (i) for certain force majeure events or other events involving certain material adverse changes or prospective material adverse changes relating to the Group; or (ii) in the event of a breach of the warranties or other obligations of the Company set out in the Placing Agreement.
Under the Placing Agreement the Company has agreed to pay certain fees and commissions to Shore Capital and certain other costs and expenses in connection with the Fundraising and Admission.
8. Related Party Transactions
Roger Allsop, a Non-Executive Director of the Company, has agreed to subscribe for 5,000,000 Ordinary Shares in the Subscription and each member of the Concert Party has undertaken (or the Company expects them to undertake) to apply for their Basic Entitlement under the Open Offer in full. As at the date of this announcement, Roger Allsop (together with the other members of the Concert Party) holds 11,220,000 Existing Ordinary Shares representing approximately 32.72 per cent. of the Existing Ordinary Shares. As Roger Allsop is both a Director and a substantial shareholder of the Company, his participation in the Fundraising is a related party transaction pursuant to Rule 13 of the AIM Rules.
Canaccord Genuity has agreed to subscribe for 1,643,100 Placing Shares and intends to subscribe for its Basic Entitlement under the Open Offer in full. As at the date of this announcement, Canaccord Genuity holds 5,635,000 Existing Ordinary Shares representing approximately 16.43 per cent. of the Existing Ordinary Shares. As such, Canaccord Genuity is a substantial shareholder of the Company and its participation in the Fundraising is a related party transaction pursuant to Rule 13 of the AIM Rules.
In addition, Andrew Moss has agreed to subscribe for 356,900 Ordinary Shares under the Subscription and has undertaken to apply for his Basic Entitlement under the Open Offer in full. As at the date of this announcement, Andrew Moss holds 550,000 Existing Ordinary Shares representing approximately 1.60 per cent. of the Existing Ordinary Shares. As a Director, his participation in the Fundraising is a related party transaction pursuant to Rule 13 of the AIM Rules.
The Independent Directors consider, having consulted with the Company's nominated adviser, Shore Capital and Corporate, that the terms of Roger Allsop's participation in the Fundraising, Canaccord Genuity's participation in the Placing and Andrew Moss' participation in the Fundraising are fair and reasonable insofar as the Shareholders are concerned.
Immediately following Admission (and assuming the Resolutions are passed, each member of the Concert Party applies for their Basic Entitlement under the Open Offer in full, Andrew Moss and his wife apply for their Basic Entitlement under the Open Offer in full and no other Shareholder subscribes for new Ordinary Shares under the Open Offer), Roger Allsop will hold 17,822,857 Ordinary Shares, representing approximately 38.74 per cent. of the Enlarged Share Capital, Canaccord Genuity will hold 7,278,100 Ordinary Shares, representing approximately 15.82 per cent. of the Enlarged Share Capital, and Andrew Moss will hold 985,470 Ordinary Shares, representing approximately 2.14 per cent. of the Enlarged Share Capital.
9. Interim results for the six months ended 30 September 2019
On 4 December 2019, the Company announced its interim results for the six months ended 30 September 2019 (the "Period"). Revenue for the Group at £10.581 million was down 7.3 per cent. compared to the six months ended 30 September 2018 (the "Corresponding Period") (2018 Restated: £11.415 million). In the UK, demand slowed significantly through the second quarter resulting in revenue for the Period being 11.5 per cent. lower than in the Corresponding Period. Demand in the USA remained broadly in line with the Board's expectations, but the US operation did see some short-term pressure on margins due to the impact of increased import tariffs on goods sourced from China and a change in product mix.
Profit before tax for the Period was £0.280 million (2018 Restated: £0.530 million) with lower distribution and administration costs which have helped to partially offset the impact of lower revenue.
10. Current trading and prospects
The following statement was included in the Company's interim results announcement released on 4 December 2019:
"Whilst demand in the USA remained broadly in line with expectations, demand in the UK slowed significantly through the second quarter resulting in revenue for the Group being down on the comparable period. In line with the trading update released on 9 October 2019, profitability in the Period was adversely impacted by lower revenues and in the USA short-term pressure on margins due to the impact of increased import tariffs on goods sourced from China.
"Our Chinese joint venture performed in line with the Board's expectations and I am pleased to report that it declared a maiden dividend with the Group's share, (£0.171 million; 2018: £Nil), being received shortly after the end of the Period.
"We are very pleased with the performance of the new paint plant in the USA that we announced in May. It was operational ahead of time and is generating a number of new opportunities. Furthermore, our pipeline of new business opportunities across the Group remains healthy.
"For the balance of the financial year we expect demand to remain low in the UK and to weaken in the USA. We continue to focus on managing our cost base and working capital to align with these lower volumes whilst capitalising on the many new business opportunities referred to above."
11. Irrevocable undertakings
The following Shareholders have undertaken to the Company to subscribe for their Basic Entitlements under the Open Offer in full and, save as set out in this announcement, not to subscribe for any further Ordinary Shares prior to Admission. They have also undertaken not to vote on the Whitewash Resolution (Resolution 1 in the Notice of General Meeting).
Name | Total No. of Existing Ordinary Shares | Percentage of Existing Ordinary Shares |
Roger Allsop | 4,920,000 | 14.35% |
Andrew Moss | 450,000* | 1.31% |
Jane Moss | 100,000** | 0.29% |
Total | 5,470,000 | 15.94% |
* This includes 300,000 Ordinary Shares beneficially held by Andrew Moss in an ISA.
** These Ordinary Shares are beneficially held by Jane Moss in an ISA.
The Company also expects to receive an irrevocable undertaking from each of Yvonne Allsop (who holds 5,600,000 Ordinary Shares representing 16.33 per cent. of the Existing Ordinary Shares) and The Roger Allsop Discretionary Settlement (which holds 700,000 Ordinary Shares representing 2.04 per cent. of the Existing Ordinary Shares) to subscribe for their Basic Entitlements under the Open Offer in full and, save as set out in this announcement, not to subscribe for any further Ordinary Shares prior to Admission. Yvonne Allsop and The Roger Allsop Discretionary Settlement will also undertake not to vote on the Whitewash Resolution (Resolution 1 in the Notice of General Meeting).
Upon receipt of the irrevocable undertaking from Yvonne Allsop and The Roger Allsop Discretionary Settlement, the Company will have irrevocable undertakings on the terms described in this paragraph 11 from Shareholders holding in aggregate 11,770,000 Ordinary Shares representing 34.32 per cent. of the Existing Ordinary Shares.
12. Intention of Directors in relation to the Open Offer
As set out above, Andrew Moss has undertaken to subscribe for his Basic Entitlement in full, being 78,570 Open Offer Shares.
In addition, Roger Allsop has undertaken to apply for his Basic Entitlement in full, being 1,602,857 Open Offer Shares.
13. Recommendation
The Independent Directors, who have been so advised by Shore Capital and Corporate as to the financial terms, believe that the Fundraising and the Rule 9 Waiver are fair and reasonable and in the best interests of the Company and its Shareholders as a whole.
Neither Andrew Moss, as he is participating in the Subscription, nor Roger Allsop, as a member of the Concert Party, has participated in the Independent Directors' recommendation and they are not able to vote on the Whitewash Resolution.
In providing advice to the Independent Directors, Shore Capital and Corporate has taken into account the commercial assessments of the Independent Directors. Accordingly, the Independent Directors intend to unanimously recommend Shareholders to vote in favour of the Resolutions as they intend so to do in respect of their beneficial shareholdings amounting to, in aggregate, 608,558 Ordinary Shares, representing approximately 1.77 per cent. of the Existing Ordinary Shares.
KEY STATISTICS
Closing Price per Existing Ordinary Share on 16 January 2020 | 14 pence |
Number of Qualifying Shares | 34,295,000 |
Basic Entitlement and Excess CREST Open Offer Entitlements under the Open Offer | 1 Open Offer Share for every 7 Qualifying Shares |
Issue Price | 10 pence |
Number of Placing Shares | 4,643,100 |
Number of Subscription Shares | 5,356,900 |
Number of Open Offer Shares to be offered for subscription by Qualifying Shareholders | 4,899,285 |
Number of Broker Shares | 25,000 |
Enlarged Share Capital immediately following Admission* | 49,219,285 |
Percentage of Enlarged Share Capital represented by the Open Offer Shares* | 10 per cent. |
Expected proceeds of the Placing (before expenses)* | £0.464 million |
Expected proceeds of the Subscription (before expenses)* | £0.536 million |
Expected proceeds of the Open Offer (before expenses)* | £0.490 million |
Expected proceeds of the Fundraising (before expenses)* | £1.490 million |
Estimated net proceeds of the Fundraising* | up to £1.340 million |
ISIN of the Basic Entitlement | GB00BJXTY041 |
ISIN of the Excess CREST Open Offer Entitlement | GB00BJXTY157 |
Notes:
* On the assumption that the Open Offer is fully subscribed.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
| 2020 |
Record Date for entitlements under the Open Offer | 6.00 p.m. on 16 January |
Publication of the Circular | 17 January |
Ex-entitlement date for the Open Offer | 8.00 a.m. on 17 January |
Basic Entitlements credited to stock accounts in CREST of Qualifying CREST Holders | 20 January |
Recommended latest time and date for requesting withdrawal of Basic Entitlements and Excess CREST Open Offer Entitlements from CREST | 4.30 p.m. on 28 January |
Recommended latest time and date for depositing Basic Entitlements and/or Excess Entitlements into CREST | 3.00 p.m. 29 January |
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only) | 3.00 p.m. on 30 January |
Latest time and date for receipt of Forms of Proxy | 11.00 a.m. on 31 January |
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction (as appropriate) | 11.00 a.m. on 3 February |
Announcement of result of Open Offer | 4 February |
General Meeting | 11.00 a.m. on 4 February |
Announcement of result of General Meeting | 4 February |
Admission and commencement of dealings of the New Ordinary Shares | 8.00 a.m. on 5 February |
New Ordinary Shares credited to CREST stock accounts | 8.00 a.m. on 5 February |
Despatch of definitive share certificates for New Ordinary Shares | within 10 Business Days of Admission |
Notes: (i) References to times in this announcement are to London time (unless otherwise stated). (ii) If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement to an RIS. (iii) The timing of the events in the above timetable and in the rest of this announcement is indicative only. (iv) In order to subscribe for Open Offer Shares, Qualifying Shareholders will need to follow the procedure set out in the Circular and, where relevant, complete the accompanying Application Form. | |
DEFINITIONS
The following definitions apply throughout this announcement, unless the context requires otherwise or unless it is otherwise specifically provided.
"Admission" | admission of the New Ordinary Shares to trading on AIM in accordance with the AIM Rules |
"AIM" | AIM, a market operated by the London Stock Exchange |
"AIM Rules" | the AIM Rules for Companies published by the London Stock Exchange |
"Application Form" | the application form relating to the Open Offer which will accompany the Circular (where relevant) |
"Basic Entitlement" | the number of Open Offer Shares for which Qualifying Holders are entitled to subscribe at the Issue Price pro rata to their holding of Qualifying Shares pursuant to the Open Offer as described in the Circular |
"Broker Shares" | 25,000 new Ordinary Shares being issued to Shore Capital as part-payment for corporate advisory services in connection with the Transactions |
"Business Day" | a day (other than a Saturday or Sunday) on which commercial banks are open for general business in London, England |
"Canada" | Canada, its provinces and territories and all areas subject to its jurisdiction and any political sub-divisions thereof |
"Canaccord Genuity" | Canaccord Genuity Fund Management, 41 Lothbury, London EC2R 7AE |
"certificated" or "certificated form" | recorded on a company's share register as being held in certificatedform (i.e. not in CREST) |
"Circular" | the shareholder circular being sent to shareholders today containing details of the Transactions, which for the avoidance of doubt does not comprise a prospectus (under the Prospectus Regulation Rules) or an admission document (under the AIM Rules) |
"City Code", "Code" or "Takeover Code" | the City Code on Takeovers and Mergers, as amended from time to time |
"Closing Price" | the closing middle market quotation of an Existing Ordinary Share as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange |
"Companies Act" or "Act" | Companies Act 2006 (as amended) |
"Company" or "Tricorn" | Tricorn Group plc |
"Concert Party" | Mr Roger Allsop, Mrs Yvonne Allsop and The Roger Allsop Discretionary Settlement |
"CREST" | the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations) |
"CREST Manual" | the rules governing the operation of CREST, consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CREST Courier and Sorting Services Manual, Daily Timetable, CREST Application Procedures and CREST Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated by Euroclear on 15 November 1996 and as amended since) as published by Euroclear |
"CREST member" | a person who has been admitted by Euroclear as a system member(as defined in the CREST Regulations) |
"CREST Participant" | a person who is, in relation to CREST, a system-participant (asdefined in the CREST Regulations) |
"CREST payment" | shall have the meaning given in the CREST Manual |
"CREST Regulations" | the Uncertificated Securities Regulations 2001 (SI 2001/3755) (asamended) |
"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(which includes all-CREST personal members) |
"Directors" or "Board" | the directors of the Company |
"enabled for settlement" | in relation to Basic Entitlements and Excess Entitlements, enabled for the limited purpose of settlement of claim transactions and USE transactions |
"Enlarged Share Capital" | the issued share capital of Tricorn immediately following Admission (on the assumption that the Open Offer is fully subscribed) |
"EU" | the European Union |
"Euroclear" | Euroclear UK & Ireland Limited, the operator of CREST |
"Excess Application Facility" | to the extent that Basic Entitlements to Open Offer Shares are not subscribed for by Qualifying Shareholders, such Open Offer Shares will be available to satisfy excess applications, subject to a maximum of 4,899,285 Open Offer Shares in aggregate, as described in the Circular |
"Excess CREST Open Offer Entitlements" | in respect of each Qualifying CREST Shareholder who has taken up his Basic Entitlement in full, the entitlement to apply for Open Offer Shares in addition to his Basic Entitlement credited to his stock account in CREST, pursuant to the Excess Application Facility, which may be subject to scaling back or disallowance in accordance with the provisions of the Circular |
"Excess Entitlements" | the entitlement for Qualifying Shareholders to apply to acquire anynumber of Open Offer Shares subject to the limit on applications under the Excess Application Facility, as described in the Circular |
"Excess Shares" | the Open Offer Shares applied for under the Excess Application Facility |
"Existing Ordinary Shares" | the 34,295,000 Ordinary Shares in issue at the date of this announcement |
"FCA" | the Financial Conduct Authority of the UK, acting in its capacity as the competent authority for the purposes of Part VI of the FSMA |
"Form of Proxy" | the form of proxy accompanying the Circular for use at the General Meeting |
"FSMA" | the Financial Services and Markets Act 2000 (as amended) |
"Fundraising" | together the Placing, the Subscription and the Open Offer |
"General Meeting" | the general meeting of the Company, notice of which will be set out at the end of the Circular |
"Group" | the Company and its subsidiaries |
"Independent Directors" | the Directors other than Roger Allsop and Andrew Moss |
"Independent Shareholders" | the Shareholders other than the Concert Party, Canaccord Genuity and Andrew Moss |
"ISIN" | International Securities Identification Number |
"Issue Price" | 10 pence per New Ordinary Share |
"Japan" | Japan, its cities, prefectures, territories and possessions |
"London Stock Exchange" | London Stock Exchange plc |
"Member Account ID" | the identification code or number attached to any member account in CREST |
"New Ordinary Shares" | the Placing Shares, the Subscription Shares, the Broker Shares and the Open Offer Shares |
"Notice of General Meeting" | the notice of General Meeting set out at the end of the Circular |
"Open Offer" | the proposed conditional issue and allotment at the Issue Price of the Open Offer Shares to Qualifying Shareholders as further described in the Circular |
"Open Offer Shares" | up to 4,899,285 Ordinary Shares to be issued and allotted to Qualifying Shareholders pursuant to the Open Offer |
"Ordinary Shares" | ordinary shares of 10 pence each in the capital of the Company |
"Overseas Shareholders" or "Overseas Holders" | Shareholders with registered addresses in, or who are citizens, residents or nationals of, jurisdictions outside the UK |
"Participant ID" | the identification code or membership number used in CREST to identify a particular CREST member or other CREST Participant |
"Panel" or "Takeover Panel" | the Panel on Takeovers and Mergers |
"Placees" | subscribers for the Placing Shares |
"Placing" | the placing by the Company of the Placing Shares with certain institutional and other investors pursuant to the Placing Agreement |
"Placing Agreement" | the placing agreement entered into between the Company, Shore Capital and Corporate and Shore Capital Stockbrokers, further details of which will be set out the Circular |
"Placing Shares" | 4,643,100 Ordinary Shares the subject of the Placing |
"Prospectus Regulation Rules" | the Prospectus Regulation Rules made in accordance with EU ProspectusRegulation 2017/1129 |
"Qualifying Holders" or "Qualifying Shareholders" | Shareholders whose names appear on the register of members of Tricorn on the Record Date as holders of Qualifying Shares and who are eligible to be offered Open Offer Shares under the Open Offer in accordance with the terms and conditions set out in the Circular |
"Qualifying non-CREST Holders" or "Qualifying non-CREST Shareholders" | Qualifying Holders holding Existing Ordinary Shares in certificated form |
"Qualifying Shares" | the Ordinary Shares that qualify for the Open Offer |
"Record Date" | 6.00 p.m. on 16 January 2020 |
"Resolutions" | the resolutions to be proposed at the General Meeting and to be set out in the Notice of General Meeting |
"Restricted Jurisdiction" | the United States, Australia, Canada, Japan, New Zealand and the Republic of South Africa or any other jurisdiction where the distribution of the Circular and/or the offer or sale of Ordinary Shares would constitute a breach of local securities laws or regulations |
"RIS" | a regulatory information service as defined by the AIM Rules |
"Rule 9 Waiver" | the waiver by the Panel of the obligations which would otherwise arise on the part of any member of the Concert Party (individually or collectively) under Rule 9 of the Takeover Code on completion of the Fundraising |
"Securities Act" | the US Securities Act of 1933, as amended |
"Shareholders" | holders of Ordinary Shares |
"Sterling" | pounds sterling, the basic unit of currency in the UK |
"Shore Capital" | Shore Capital Stockbrokers and/or Shore Capital and Corporate, as the context permits |
"Shore Capital and Corporate" | Shore Capital and Corporate Limited |
"Shore Capital Stockbrokers" | Shore Capital Stockbrokers Limited |
"Subscription" | the subscription for the Subscription Shares by two of the Directors pursuant to the Subscription |
"Subscription Shares" | 5,356,900 Ordinary Shares the subject of the Subscription |
"Transactions" | together the Fundraising and the Rule 9 Waiver |
"UK" or "United Kingdom" | the United Kingdom of Great Britain and Northern Ireland |
"uncertificated" or "uncertificated form" | recorded on the relevant register or other record of the share or other security 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 |
"US" or "USA" | the United States of America |
"USE" | unmatched stock event |
"Whitewash Resolution" | the ordinary resolution to approve the Rule 9 Waiver which is Resolution 1 in the Notice of General Meeting to be proposed at the General Meeting |
"29.9 per cent. Aggregate Limit" | the restriction on the number of Open Offer Shares that each Qualifying Shareholder may receive under the Open Offer on the basis that no Qualifying Shareholder (other than Roger Allsop) shall be entitled to receive in excess of such number of Open Offer Shares as would bring its aggregate interest in the Company to more than 29.9 per cent. of the Enlarged Share Capital |
Important notices
The distribution of this announcement and any other documentation associated with the Placing into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction. In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in, into or from the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where to do so may constitute a violation of the securities laws or regulations of any such jurisdiction (each a "Restricted Jurisdiction").
The New Ordinary Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within the United States except in reliance on an exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
There will be no public offer of the New Ordinary Shares in the United States. The New Ordinary Shares are being offered and sold outside the US in reliance on Regulation S under the Securities Act. The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the US or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the US.
The New Ordinary Shares have not been and will not be registered under the relevant laws of any state, province or territory of any Restricted Jurisdiction and may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within any Restricted Jurisdiction except pursuant to an applicable exemption from registration requirements. There will be no public offer of New Ordinary Shares in Australia, Canada, Japan, or the Republic of South Africa.
This announcement is for information purposes only and 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 any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of the New Ordinary Shares. In particular, this announcement 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.
This announcement has been issued by, and is the sole responsibility of, the Company. No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company or Shore Capital. Subject to the AIM Rules for Companies, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this announcement or that the information contained in it is correct at any subsequent date.
Shore Capital Stockbrokers, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and no one else in connection with the Fundraising and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Fundraising and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Fundraising or any matters referred to in this announcement.
Shore Capital and Corporate, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and no one else in connection with the Fundraising and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Fundraising and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Fundraising or any matters referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Shore Capital by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Shore Capital does not accept any responsibility whatsoever for the contents of this announcement, and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the New Ordinary Shares or the Fundraising, and nothing in this announcement is or shall be relied upon as, a promise or representation in this respect whether as to the past or future. Shore Capital accordingly disclaims to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.
No statement in this announcement is intended to be a profit forecast or profit estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share of the Company.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the Directors' current intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by applicable law or by the AIM Rules for Companies, the Company undertakes no obligation to release publicly the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this announcement.
This announcement should not be considered a recommendation by the Company, Shore Capital or any of their respective directors, officers, employees, advisers or any of their respective affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings in relation to any purchase of or subscription for the New Ordinary Shares. Price and volumes of, and income from, securities may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. Persons needing advice should consult an independent financial adviser.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Shore Capital Stockbrokers will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement.
Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.
All references to time in this announcement are to London time, unless otherwise stated.