Image Scan Holdings PLC Proposed Placing and Subscription (6627E)

TIDMIGE

RNS Number : 6627E

Image Scan Holdings PLC

10 May 2017

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, THE REPUBLIC OF IRELAND, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN IMAGE SCAN HOLDINGS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.

This announcement contains inside information

Image Scan Holdings plc

("Image Scan" or the "Company")

Proposed Accelerated Bookbuild and Subscription to raise approximately GBP525,000

Image Scan Holdings plc (AIM: IGE), specialists in the field of X-ray imaging for the security and industrial inspection markets, are pleased to announce a proposed fundraising of approximately GBP525,000 (before expenses), by way of the placing of 9,500,000 new ordinary shares of 1 pence each at a price of 5.25 pence per share (the "Placing Shares") (the "Placing") with a number of new as well as existing institutional investors, as well by way of the subscription of 500,000 new ordinary shares of 1 pence each at the Placing Price (the "Subscription Shares") by Mr William Mawer, Chairman and Chief Executive Officer of the Company (the "Subscription").

The Placing Shares and the Subscription Shares to be issued pursuant to the proposed Placing and Subscription are expected to represent approximately 8 per cent. of the issued share capital of the Company immediately following Admission.

The Placing Shares are being offered by way of an accelerated bookbuild, which will be launched immediately following this announcement. Cantor Fitzgerald will be acting as sole bookrunner in connection with the Placing. The Placing is not underwritten.

The Placing is subject to the terms and conditions set out in the appendix (the "Appendix") to this announcement (which forms part of this announcement, such announcement and the Appendix together being, this "Announcement").

It is expected that the implementation of the proposed Placing and Subscription will commence immediately following this announcement and a further announcement will be made to confirm its completion in due course.

The Directors intend to use the proceeds of the Placing and Subscription to accelerate the introduction of recently developed products into the widest possible market, further extend the research and development activity and to provided additional working capital to facilitate the management of larger contracts.

Additional information on the Placing and the Subscription is included below.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

For further information on the Company, please visit www.ish.co.uk and for further information on the products, please visit: www.3dx-ray.com

Enquiries

 
Image Scan Holdings plc          [phone] 
Bill Mawer, Chairman and         [e-mail] 
 Chief Executive Officer 
Sarah Atwell King, Company 
 Secretary 
 
Cantor Fitzgerald Europe         [phone] 
(Nominated Adviser and 
 Broker) 
Rick Thompson / Michael 
 Reynolds (Corporate Finance) 
David Banks / Alex Pollen 
 (Sales) 
 
 

Additional Information on the Placing and the Subscription

Current trading

The Directors are pleased to report that the Company continues to trade positively in line with current market expectations.

Details of the Placing and the Subscription

Placing Shares will be issued through the Placing at 5.25 pence per Placing Share, and the Subscription Shares will be issued through the Subscription at 5.25 pence per Subscription Share, to raise gross proceeds of approximately GBP525,000. The Placing is not being underwritten.

The Placing and the Subscription are conditional, inter alia, upon the following:

-- Admission occurring by no later than 8:00 a.m. on 12 May 2017 (or such later times and/or dates as may be agreed between the Company, Cantor Fitzgerald, being no later than 5:00 p.m. on 22 May 2017); and

-- 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 the conditions set out above are not satisfied or waived (where capable of waiver), the Placing and the Subscription will lapse and the Placing Shares and the Subscription Shares will not be issued and all monies received from investors in respect of the Placing Shares and the Subscription Shares will be returned to them (at the investors' risk and without interest) as soon as possible thereafter.

Application for Admission

Application will be made to the London Stock Exchange for the Placing Shares and the Subscription Shares to be admitted to trading on AIM. Admission of the Placing Shares and the Subscription Shares is expected to take place, and dealings on AIM are expected to commence, at 8:00 a.m. on 12 May 2017 (or such later time and/or dates as may be agreed between the Company and Cantor Fitzgerald).

The Placing Shares and the Subscription Shares will, following Admission, rank pari passu in all respects with the Existing Issued Share Capital and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the Existing Issued Share Capital after Admission.

The Placing Agreement

Pursuant to the terms of the Placing Agreement, Cantor Fitzgerald, as agent for the Company, has agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price. The Placing Agreement is conditional upon, among other things, none of the warranties or undertakings given to Cantor Fitzgerald prior to Admission being or becoming untrue, inaccurate or misleading in any material respect.

   1.         Forward-looking statements 

This announcement contains statements about Image Scan that are or may be deemed to be "forward-looking statements".

All statements, other than statements of historical facts, included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by, or that include, the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "anticipates", "estimates", "projects", "would", "could", "continue" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward- looking statements include, without limitation, statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects and (ii) business and management strategies and the expansion and growth of the operations of Image Scan.

These forward-looking statements are not guarantees of future performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Investors should not place undue reliance on such forward-looking statements and, save as is required by law or regulation (including to meet the requirements of the AIM Rules, the Prospectus Rules, the Market Abuse Regulation and/or FSMA), Image Scan does not undertake any obligation to update publicly or revise any forward-looking statements (including to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based). All subsequent oral or written forward-looking statements attributed to Image Scan or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements contained in this announcement are based on information available to the Directors of Image Scan at the date of this announcement, unless some other time is specified in relation to them, and the posting or receipt of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date.

   2.         Important Information 

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), Australia, Canada, Japan, the Republic of South Africa, the Republic of Ireland, New Zealand 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.

All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) does not apply.

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 relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, the Republic of South Africa, the Republic of Ireland, New Zealand or any other jurisdiction in which the same would be unlawful. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, the Republic of South Africa, the Republic of Ireland, New Zealand or any other jurisdiction outside the United Kingdom.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 
 Announcement of the Placing and the    10 May 2017 
  Subscription 
 Admission of the Placing Shares and      8:00am on 
  the Subscription Shares to trading    12 May 2017 
  on AIM 
 

APPIX - TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY

   1.         Introduction 

An investment in the Placing Shares is subject to a number of risks. Before making an investment decision with respect to the Placing Shares, prospective investors should carefully consider the risks associated with an investment in the Company, the Company's business and the industry in which the Company operates, in addition to all of the other information set out in this document.

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

All information in this document, including the terms and conditions of the Placing in this Appendix, is directed only at persons ("FSMA Qualified Investors") who are both "qualified investors" as referred to at section 86(7) of the Financial Services and Markets Act 2000 ("FSMA") and are persons at or to whom any private communication relating to the Company that is a "financial promotion" (as such term is used in relation to FSMA) may lawfully be issued, directed or otherwise communicated without the need for it to be approved, made or directed by an "authorised person" as referred to in FSMA.

   2.         Placing 

Cantor Fitzgerald is acting as the Company's agent in respect of the Placing. Cantor Fitzgerald shall determine the extent of each Placee's participation in the Placing, which will not necessarily be the same for each Placee. No commissions will be paid to or by Placees in respect of their agreement to subscribe for any Placing Shares.

Each Placee will be required to pay to Cantor Fitzgerald, on the Company's behalf as agent, the Placing Price as the subscription sum for each Placing Share that it is required to subscribe for in accordance with the terms set out in or referred to in this Appendix. Each Placee's obligation to subscribe and pay for Placing Shares under the Placing will be owed to each of the Company and Cantor Fitzgerald. Each Placee will be deemed to have read this Appendix in its entirety. Neither the Broker nor any other Broker Person will have any liability (subject to applicable legislation and regulations) to Placees or to any person other than the Company in respect of the Placing.

Various dates referred to in this document are stated on the basis of the expected timetable for the Placing. It is possible that some of these dates may be changed. The Impact Announcement is expected to be released on 10 May 2017. The expected date for Admission is 12 May 2017 and, in any event, the latest date for Admission is 22 May 2017 ("the Long Stop Date").

Placees' commitments in respect of Placing Shares will be made solely on the basis of the information contained in this document and on the terms contained in it. No admission document for the purposes of the AIM Rules for Companies, or prospectus, is required to be published, or has been or shall be published, in relation to the Placing or the Placing Shares.

   3.         Participation and settlement 

Participation in the Placing is only available to persons who are invited to participate in it by Cantor Fitzgerald.

A Placee's commitment to subscribe for a fixed number of Placing Shares under the Placing will be agreed orally (or, if agreed previously, may be confirmed orally) with Cantor Fitzgerald on or before the time on which the Impact Announcement is made. Such agreement will constitute a legally binding commitment on such Placee's part to subscribe for that number of Placing Shares at the Placing Price on the terms and subject to the conditions set out or referred to in this Appendix and subject to the Company's constitution. After such agreement is entered into, a contract note will be dispatched to the Placee by Cantor Fitzgerald stating (i) the number of Placing Shares for which such Placee has agreed to subscribe, (ii) the aggregate amount such Placee will be required to pay for those Placing Shares, (iii) relevant settlement information and (iv) settlement instructions. A settlement instruction form will be included in each contract note and, on receipt, should be completed and returned by the date and time stated in it.

Placing Shares, once issued, will be admitted to CREST with effect from Admission. Placees will receive Placing Shares comprised in their Placing participation in uncertificated form registered in their CREST member account, subject to certain exceptions, on a "delivery versus payment" (or "DVP") basis. Alternatively, those Placees who wish to receive their Placing Shares in certificated form should contact Kellyann Leeds at Cantor Fitzgerald Europe ([phone]) and are expected to receive their certificates for their Placing Shares by no later than 22 May 2017. If Placees do not provide any CREST details or if Placees provide insufficient CREST details to match within the CREST system to their details, Cantor Fitzgerald may, at its discretion, deliver Placing Shares comprised in any such Placee's participation in the Placing in certificated form provided payment has been made in terms satisfactory to Cantor Fitzgerald and all conditions in relation to the Placing have been satisfied or waived.

A Placee whose Placing Shares are to be delivered to a custodian or settlement agent should ensure that the written confirmation is copied and delivered promptly to the appropriate person within that organisation.

   4.         Placing Agreement 

Cantor Fitzgerald has entered into the Placing Agreement with the Company under which Cantor Fitzgerald has agreed on a conditional basis to use its reasonable endeavours as the Company's agent to procure subscribers at the Placing Price for all Placing Shares.

   5.         Placing conditions 

The Placing is conditional on (i) the release of the Impact Announcement through the London Stock Exchange's Regulatory News Service (or another regulatory information service, as that term is used in the AIM Rules for Companies), (ii) Cantor Fitzgerald's obligations under the Placing Agreement not being terminated in accordance with its terms, (iii) Admission taking place by the relevant time and date to be stated in the Impact Announcement, and (iv) Cantor Fitzgerald's obligations under the Placing Agreement becoming unconditional in all other respects. Cantor Fitzgerald may extend the time and/or date for the fulfilment of any of the conditions referred to above to a time no later than 5.00 p.m. on the Long Stop Date. If any such condition is not fulfilled (and, if capable of waiver under the Placing Agreement, is not waived by Cantor Fitzgerald) by the relevant time, the Placing will lapse and each Placee's rights and obligations in respect of the Placing will cease and terminate at such time.

Cantor Fitzgerald's obligations under the Placing Agreement may be terminated by Cantor Fitzgerald at any time prior to Admission in certain circumstances including, among other things, following a material breach of the Placing Agreement by the Company and/or the occurrence of certain force majeure events. The exercise of any right of termination pursuant to the Placing Agreement, any waiver of any condition in the Placing Agreement and any decision by Cantor Fitzgerald whether or not to extend the time for satisfaction of any condition in the Placing Agreement will be within Cantor Fitzgerald's absolute discretion (as is the exercise of any right or power of Cantor Fitzgerald that is referred to in this Appendix). Cantor Fitzgerald will not have any liability to any Placee or to anyone else in respect of any such termination, waiver or extension or any decision to exercise or not to exercise any such right of termination, waiver or extension in respect of the Placing Agreement.

   6.         Placees' warranties and undertakings to the Company and Cantor Fitzgerald 

By agreeing with Cantor Fitzgerald as agent of the Company to subscribe for Placing Shares under the Placing, a Placee (and any person acting on a Placee's behalf) will irrevocably acknowledge and confirm and warrant and undertake to, and agree with, each of the Company and Cantor Fitzgerald, in each case as a fundamental term of such Placee's application for Placing Shares and of the Company's obligation to allot and/or issue any Placing Shares to it or at its direction, that:

   (a)      it agrees to and accepts all the terms set out in this Appendix; 

(b) its rights and obligations in respect of the Placing will terminate only in the circumstances referred to in this Appendix and will not be subject to rescission or termination by it in any circumstances;

(c) this document, which has been issued by the Company, is within the sole responsibility of the Company;

(d) each Placee confirms, represents and warrants that, in making the investment decision with respect to the Placing Shares, it has:

(i) not relied on the Company or any of its respective affiliates or on any document published by any of them;

(ii) the ability to bear the economic risk of its investment in the Placing Shares and has no need for liquidity with respect to its investment in the Placing Shares;

(iii) such knowledge and experience in financial and business matters that it is capable of evaluating the merits, risks and suitability of investing in the Placing Shares, and is able to sustain a complete loss of any investment in the Placing Shares; and

(iv) investigated independently and made its own assessment and satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the Placing Shares, including any local tax consequences, affecting it in connection with its subscription for and any subsequent disposal of the Placing Shares;

(e) it is not a client of Cantor Fitzgerald in relation to the Placing and Cantor Fitzgerald is not acting for it in connection with the Placing and will not be responsible to it in respect of the Placing for providing protections afforded to its respective clients;

(f) it has not been, and will not be, given any warranty or representation by any Broker Person in relation to any Placing Shares, the Company or any other member of its Group and no Broker Person will have any liability to it for any information contained in this document or which has otherwise been published by the Company or for any decision by it to participate in the Placing based on any such information or on any other information provided to it;

(g) it will pay the full subscription sum at the Placing Price as and when required in respect of all Placing Shares for which it is required to subscribe under its Placing participation and will do all things necessary on its part to ensure that payment for such shares and their delivery to it or at its direction is completed in accordance with the standing CREST instructions (or, where applicable, standing certificated settlement instructions) that it has in place with Cantor Fitzgerald or puts in place with Cantor Fitzgerald;

(h) it is permitted to subscribe for Placing Shares under the laws of all relevant jurisdictions which apply to it and it has complied, and will fully comply, with all such laws (including where applicable, the Anti- Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007) and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such subscription, and it will provide promptly to Cantor Fitzgerald such evidence, if any, as to the identity or location or legal status of any person which Cantor Fitzgerald may request from it in connection with the Placing (for the purpose of complying with any such laws or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by Cantor Fitzgerald on the basis that any failure by it to do so may result in the number of Placing Shares that are to be allotted and/or issued to it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Cantor Fitzgerald may decide;

(i) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done or to be done by it in relation to any Placing Shares in, from or otherwise involving the United Kingdom and it has not made or communicated or caused to be made or communicated, and it will not make or communicate or cause to be made or communicated, any "financial promotion" in relation to Placing Shares in contravention of section 21 of FSMA;

   (j)       it is a FSMA Qualified Investor; 

(k) it is acting as principal only in respect of the Placing or, if it is acting for any other person (i) it is duly authorised to do so, (ii) it is and will remain liable to the Company and/or Cantor Fitzgerald for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person), (iii) it is both an "authorised person" for the purposes of FSMA and a "qualified investor" as defined at Article 2.1(e)(i) of Directive 2003/71/EC (known as the Prospectus Directive) acting as agent for such person, and (iv) such person is either (1) a FSMA Qualified Investor or (2) its "client" (as defined in section 86(2) of FSMA) that has engaged it to act as his agent on terms which enable it to make decisions concerning the Placing or any other offers of transferable securities on his behalf without reference to him;

(l) nothing has been done or will be done by it in relation to the Placing or to any Placing Shares that has resulted or will result in any person being required to publish a prospectus in relation to the Company or to any Ordinary Shares in accordance with FSMA or the Prospectus Rules or in accordance with any other laws applicable in any part of the European Union or the European Economic Area;

(m) it will not treat any Placing Shares in any manner that would contravene any legislation applicable in any territory or jurisdiction and no aspect of its participation in the Placing will contravene any legislation applicable in any territory or jurisdiction in any respect or cause the Company and/or Cantor Fitzgerald to contravene any such legislation in any respect;

(n) (in this paragraph "US person" and other applicable terms have the meanings that they have in Regulation S made under the US Securities Act of 1933, as amended) (i) none of the Placing Shares have been or will be registered under that Act or under the securities laws of any State of or other jurisdiction within the United States, (ii) subject to certain exceptions, Placing Shares may not be offered or sold, resold, or delivered, directly or indirectly, into or within the United States or to, or for the account or benefit of, any US person, (iii) it is (unless otherwise expressly agreed with Cantor Fitzgerald) neither within the United States nor a US person, (iv) it has not offered, sold or delivered and will not offer sell or deliver any of the Placing Shares to persons within the United States, directly or indirectly, (v) neither it, its affiliates, nor any persons acting on its behalf, has engaged or will engage in any directed selling efforts with respect to the Placing Shares, (vi) it will not be subscribing Placing Shares with a view to resale in or into the United States, and (vii) it will not distribute this document or any offering material relating to Placing Shares, directly or indirectly, in or into the United States or to any persons resident in the United States;

(o) Cantor Fitzgerald may itself agree to become a Placee in respect of some or all of the Placing Shares or by nominating any other relevant Broker Person or any person associated with any Broker Person to do so;

   (p)      time is of essence as regards its obligations under this Appendix; 

(q) this Appendix and any contract which may be entered into between it and Cantor Fitzgerald and/or the Company pursuant to this Appendix or the Placing, and all non-contractual obligations arising between the Placee and Cantor Fitzgerald and/or the Company in respect of the Placing, will be governed by and construed in accordance with the laws of England, for which purpose it submits (for 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 or relating to this Appendix or such contract, except that each of the Company and Cantor Fitzgerald will have the right to bring enforcement proceedings in respect of any judgment obtained against such Placee in the English courts or in the courts of any other relevant jurisdiction;

(r) each right or remedy of the Company or Cantor Fitzgerald provided for in this Appendix is in addition to any other right or remedy which is available to such person and the exercise of any such right or remedy in whole or in part will not preclude the subsequent exercise of any such right or remedy;

(s) any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to Cantor Fitzgerald;

(t) nothing in this Appendix will exclude any liability of any person for fraud on its part, and all times and dates in this document are subject to amendment at the discretion of Cantor Fitzgerald except that in no circumstances will the date scheduled for Admission be later than the Long Stop Date; and

(u) none of its rights or obligations in respect of the Placing is conditional on any other person agreeing to subscribe for any Placing Shares under the Placing and no failure by any other Placee to meet any of its obligations in respect of the Placing will affect any of its obligations in respect of the Placing.

   7.         Payment default 

A Placee's entitlement to receive any Placing Shares under the Placing will be conditional on Cantor Fitzgerald's receipt of payment in full for such shares by the relevant time to be stated in the written confirmation referred to above, or by such later time and date as Cantor Fitzgerald may determine, and otherwise in accordance with that confirmation's terms. Cantor Fitzgerald may waive this condition, and will not be liable to any Placee for any decision to waive it or not.

If any Placee fails to make such payment by the required time for any Placing Shares:

(a) the Company may release itself, and (if it decides to do so) will be released from, all obligations it may have to allot and/or issue any such Placing Shares to such Placee or at its direction which are then unallotted and/or unissued;

(b) the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any such Placing Shares to the full extent permitted under its constitution or by law and to the extent that such Placee then has any interest in or rights in respect of any such shares;

(c) the Company or, as applicable, Cantor Fitzgerald may sell (and each of them is irrevocably authorised by such Placee to do so) all or any of such shares on such Placee's behalf and then retain from the proceeds, for the account and benefit of the Company or, where applicable, Cantor Fitzgerald (i) any amount up to the total amount due to it as, or in respect of, subscription monies, or as interest on such monies, for any Placing Shares and (ii) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale; and

(d) such Placee will remain liable to the Company and to Cantor Fitzgerald for the full amount of any losses and of any costs which it may suffer or incur as a result of it (i) not receiving payment in full for such Placing Shares by the required time, and/or (ii) the sale of any such Placing Shares to any other person at whatever price and on whatever terms are actually obtained for such sale by or for it. Interest may be charged in respect of payments not received by Cantor Fitzgerald for value by the required time referred to above at the rate of two percentage points above the base rate of Barclays plc.

   8.         Overseas jurisdictions 

The distribution of this document and the offering and/or issue of shares pursuant to the Placing in certain jurisdictions is restricted by law. Persons who seek to participate in the Placing must inform themselves about and observe any such restrictions. In particular, this document does not constitute or form part of any offer or invitation, or a solicitation of any offer or invitation, to subscribe for or acquire or sell or purchase or otherwise deal in Ordinary Shares in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, the Republic of South Africa, the Republic of Ireland, New Zealand or in any other jurisdiction in which any such offer, invitation or solicitation is or would be unlawful. The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended or under the securities laws of any State of or other jurisdiction within the United States, and, subject to certain exceptions, may not be offered or sold, resold or delivered, directly or indirectly, in or into the United States, or to, or for the account or benefit of, any US persons (as defined in Regulation S under that Act). No public offering of the Placing Shares is being or will be made in the United States.

   9.         Placing Shares 

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the Existing Issued Share Capital.

DEFINITIONS

In this Appendix to the Announcement and, as the context shall admit, in the Announcement:

 
Admission                          admission of the Placing 
                                    Shares and the Subscription 
                                    Shares to trading on AIM 
                                    and such admission becoming 
                                    effective in accordance 
                                    with the AIM Rules; 
AIM                                the AIM market operated 
                                    by the London Stock Exchange; 
AIM Rules                          the AIM Rules for Companies 
                                    and/or the AIM Rules for 
                                    Nominated Advisers (as 
                                    the context may require); 
AIM Rules for Companies            the rules of AIM as set 
                                    out in the publication 
                                    entitled 'AIM Rules for 
                                    Companies' published by 
                                    the London Stock Exchange 
                                    from time to time; 
AIM Rules for Nominated Advisers   the rules of AIM as set 
                                    out in the publication 
                                    entitled 'AIM Rules for 
                                    Nominated Advisers' published 
                                    by the London Stock Exchange 
                                    from time to time; 
Board or Directors                 the board of directors 
                                    of the Company for the 
                                    time being; 
 
Broker                             Cantor Fitzgerald; 
 
Broker Person                      any person being (i) the 
                                    Broker, (ii) an undertaking 
                                    which is a subsidiary 
                                    undertaking of the Broker, 
                                    (iii) a parent undertaking 
                                    of the Broker or a subsidiary 
                                    undertaking of any such 
                                    parent undertaking, or 
                                    (iv) a director, officer, 
                                    agent or employee of any 
                                    such person; 
 
 
Cantor Fitzgerald                  Cantor Fitzgerald Europe, 
                                    a company incorporated 
                                    in England and Wales with 
                                    registered company number 
                                    02505767, authorised and 
                                    regulated by the FCA; 
certificated or in certificated    the description of a share 
 form                               or other security which 
                                    is not in uncertificated 
                                    form (that is not in CREST); 
Company or Image Scan              Image Scan Holdings plc, 
                                    a company incorporated 
                                    in England and Wales with 
                                    registered number 03062983 
                                    and having its registered 
                                    office at 16 & 18 Hayhill, 
                                    Sileby Road, Barrow upon 
                                    Stour, Loughborough, Leicestershire 
                                    LE12 8LD; 
CREST                              the relevant system (as 
                                    defined in the CREST Regulations) 
                                    in respect of which Euroclear 
                                    is the Operator (as defined 
                                    in the CREST Regulations); 
EU                                 the European Union; 
Euroclear                          Euroclear UK & Ireland 
                                    Limited; 
Existing Issued Share Capital      the issued share capital 
                                    of the Company as at the 
                                    Latest Practicable Date; 
Existing Ordinary Shares           the 125,604,577 Ordinary 
                                    Shares in issue as at 
                                    the Record Date; 
FCA                                the UK Financial Conduct 
                                    Authority; 
FSMA                               the UK Financial Services 
                                    and Markets Act 2000, 
                                    as amended; 
Group or Image Scan                the Company and/or its 
                                    subsidiary undertakings 
                                    at the date of this document 
                                    (as defined in sections 
                                    1159 and 1160 of the Act); 

Impact Announcement                the Company's proposed 
                                    regulatory announcement 
                                    of the Placing and the 
                                    Subscription; 
Latest Practicable Date            means 5:00 p.m. on 9 May 
                                    2017, being the latest 
                                    practicable date prior 
                                    to the announcement by 
                                    the Company of its intention 
                                    to undertake the Placing 
                                    and the Subscription; 
London Stock Exchange              London Stock Exchange 
                                    plc; 
Ordinary Shares                    ordinary shares of 1 pence 
                                    each in the capital of 
                                    the Company; 
Placees                            the persons who have agreed 
                                    to subscribe for the Placing 
                                    Shares; 
Placing                            the placing of the Placing 
                                    Shares with the Placees 
                                    pursuant to the Placing 
                                    Agreement; 
Placing Price                      5.25 pence per Placing 
                                    Share or Subscription 
                                    Share; 
Placing Agreement                  the conditional agreement 
                                    dated 9 May 2017 between 
                                    the Company and Cantor 
                                    Fitzgerald relating to 
                                    the Placing; 
Placing Shares                     the 9,500,000 new Ordinary 
                                    Shares to be issued by 
                                    the Company under the 
                                    Placing; 
Prospectus Rules                   the Prospectus Rules published 
                                    by the FCA; 
Record Date                        5:00 p.m. on 9 May 2017; 
Regulatory Information Service     has the meaning given 
 or RNS                             in the AIM Rules for Companies; 
Shareholders                       holders of Existing Ordinary 
                                    Shares; 
Subscription                       the subscription of the 
                                    Subscription Shares by 
                                    Mr William Mawer pursuant 
                                    to a subscription agreement 
                                    between the Company and 
                                    Mr William Mawer; 
Subscription Shares                the 500,000 new Ordinary 
                                    Shares to be issued by 
                                    the Company under the 
                                    Subscription; 
UK or United Kingdom               the United Kingdom of 
                                    England, Scotland, Wales 
                                    and Northern Ireland; 
uncertificated                     recorded on a register 
                                    of securities maintained 
                                    by Euroclear in accordance 
                                    with the CREST Regulations 
                                    as being in uncertificated 
                                    form in CREST and title 
                                    to which, by virtue of 
                                    the CREST Regulations, 
                                    may be transferred by 
                                    means of CREST; 
GBP or sterling                    pounds sterling, the legal 
                                    currency of the United 
                                    Kingdom. 
 

Terms defined elsewhere in this document have the same meanings, unless the context requires otherwise.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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(END) Dow Jones Newswires

May 10, 2017 02:00 ET (06:00 GMT)