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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Attraqt Group Plc | LSE:ATQT | London | Ordinary Share | GB00BMJJFZ18 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 30.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMATQT
RNS Number : 6954A
ATTRAQT Group PLC
01 October 2020
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.
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 ATTRAQT GROUP PLC OR ANY OTHER ENTITY IN ANY SUCH JURISDICTION.
THE SECURITIES TO WHICH THIS ANNOUNCEMENT RELATES HAVE NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM, OR A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.
1 October 2020
Attraqt Group plc
("Attraqt" or the "Company")
Acquisition of Aleph Search technology
Placing to raise GBP4 million
Attraqt Group plc (AIM: ATQT), a leading provider of online experience orchestration, is pleased to announce the acquisition of Aleph Search ("Aleph"), an Artificial Intelligence ("AI") powered search technology. The Group also announces a placing to raise gross proceeds of GBP4 million at 32 pence per share to fund the acquisition, increase investment in sales, marketing and product development activities and to accelerate growth.
Attraqt published its interim results for the six months ended 30 June 2020 yesterday, 30 September 2020. This announcement should be read in conjunction with the interim results announcement.
Acquisition Highlights
Hot Features
Premium
-- The Company has entered into an agreement (the "Acquisition
Agreement") to acquire the Aleph technology for an
initial consideration of GBP0.35 million in cash and
3.6 million new Ordinary Shares, with additional share
and cash consideration payable contingent upon achieving
certain targets over a three year period (the "Acquisition")
-- The Acquisition of Aleph's AI-based search technology
will aim to:
* Enhance Attraqt's AI powered search functionality
* Accelerate the Group's product roadmap by an
estimated two years
* Enhance the Company's competitive advantage
* Provide the underlying AI enabled platform for future
product innovation
-- Aleph's technology combined with Attraqt's Fredhopper
Discovery Platform and Experience Orchestrator (developed
from the Company's acquisition of Early Birds):
* Will, in the Directors' opinion, add a more
sophisticated, "Google-like" search experience for
eCommerce
* Has already been validated in selected use cases and
shown to deliver significant, measurable benefits for
the retailer
* Has been implemented and tested with a number of
existing Attraqt customers resulting in incremental
new bookings
* Places the Group's sales teams in a strong position
to sell the enlarged technology offering to new and
existing customers
Placing Highlights
-- The Company also announces that it is raising gross
proceeds of GBP4 million by way of a placing (the "Placing")
of a total of 12,500,000 new Ordinary Shares (the "Placing
Shares") at 32 pence each (the "Placing Price")
-- The Placing Price represents a premium of 3.2 per cent.
to the Company's closing share price on 30 September
2020
-- Owing to a strong response from investors, the Placing
is significantly oversubscribed.
-- Approximately GBP1 million of the proceeds of the Placing
will be used to fund the Acquisition consideration
and related transaction expenses. Approximately GBP2
million will be used to increase investment in sales
and marketing, and the remaining proceeds will be used
to invest in the Enlarged Group's product development
activities and for additional working capital purposes
-- The Placing is being conducted by Canaccord Genuity
Limited ("Canaccord Genuity") as Nomad, Sole Bookrunner
and Sole Broker (the "Bookrunner")
-- Certain Directors and associated entities of the Company
have indicated that they intend to participate in the
Placing for Placing Shares at the Placing Price. A
further announcement will be made in due course once
such dealings have been made
Mark Adams, CEO of Attraqt, commented
"We are delighted to announce the proposed acquisition of Aleph Search, an Artificial Intelligence powered search technology. The acquisition will enable us to not only immediately enhance the Group's AI search capability and accelerate our product roadmap by an estimated two years, but also enhances our competitive advantage. This technology builds upon the new Experience Orchestrator platform we developed from the Early Birds acquisition and means we will be offering an end-to-end best-in-class product offering for clients.
We have been working together with Aleph for six months and we have already seen the combined offering provide tangible results to our existing customers, generating approximately 20%-60% higher conversion rates in proof of concept trials. Importantly, we are confident that the combined offering will give us the opportunity to increase our new business win rate and to further upsell into our existing base through a more competitive offering."
A video overview of the Company's Half Year results and the rationale behind the acquisition of Aleph Search from the CEO, Mark Adams, is available to watch here: http://bit.ly/ATQT_H1_20_overview
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR").
-ends-
For further enquiries please contact:
Attraqt Group plc Via Alma PR Mark Adams, CEO Eric Dodd, CFO Canaccord Genuity (Nominated Adviser, Sole Broker and Sole Bookrunner) Simon Bridges Adam James Thomas Diehl +44 (0)20 7523 8000 Alma PR +44 (0)20 3405 0205 Rebecca Sanders-Hewett attraqt@almapr.co.uk Susie Hudson Sam Modlin
About Attraqt Group plc
Attraqt powers exceptional shopping experiences for over 300 of the world's leading retail brands. The Company delivers omnichannel search, merchandising, and product & content personalization for online retailers and brands. Simple-to-use interfaces and efficient workflows enable Merchandisers to take full control and enhance the value of smart automation with their own strategic expertise and creativity.
In 2019, Attraqt acquired Early Birds, the award-winning AI-driven personalization software provider. Together, the two companies combine Attraqt's pedigree in data-led search and merchandising capabilities to optimize product discovery and visual curation, with Early Birds' award-winning ability to empower learning algorithms to orchestrate and personalize the entire shopper journey. The benefits to retailers and brands will be the ability to orchestrate enhanced shopper journeys that also deliver superior commercial returns.
For more information visit www.attraqt.com
1. The Acquisition
1.1 Overview of the Aleph Search technology
The Aleph Search system provides a machine learning-based solution for matching a text string entered into a
search box on an e-commerce site against the products on that site. The system does so by training an algorithm using the product catalogue and usage logs for the site's search terms. This algorithm then creates a "product fingerprint" for each product in the site's catalogue.
Upon execution of a search, the same algorithm is used to rapidly identify and return products that most closely match a search "fingerprint". As well as being able to utilise text data and input the system is able to utilise image data. The machine learning system uses relatively customary AI tools and techniques, but the fingerprint that is created is considered to be a unique and innovative way to conduct a product classification and search system.
The Directors believe that the Aleph AI search solution will enable Attraqt to offer a more sophisticated "Google-like search experience" for complex, longer search queries and to understand the true meaning and intent behind customers' requests.
1.2 Acquisition Rationale
The Acquisition of Aleph's AI based search technology will aim to:
-- Enhance the Group's AI powered search capability -- Bring significant value and additional sales to the Company's customers -- Accelerate product roadmap by an estimated two years -- Ensure the Company's competitive edge -- Provide the underlying AI enabled platform for future product innovation
-- Provide the opportunity to increase the new business win rate and to upsell into the install base through a more competitive and compelling product offering
-- Increase the total addressable market, specifically into the mid-market and small and mid-market business segment (equating to between GBP20,000 and GBP80,000 of annual recurring revenue per customer) by integrating with the Group's existing Experience Orchestrator platform developed from the Early Birds acquisition
Attraqt worked with Aleph Search's technology and founders for approximately six months prior to this Acquisition, enabling the Company to validate use cases with customers and deploy Aleph's AI driven technology into Attraqt infrastructure. Furthermore, through this phase, Attraqt was able to better understand its customers current and futures needs around search, to understand the Company's differentiation, as well as testing and selling the offering with a number of existing customers by way of a reseller agreement with Aleph Search. .
Specifically, Attraqt has conducted a proof-of-concept study with three of its larger existing customers which yielded compelling results. Across the three studies, the Aleph technology was employed for approximately 15% of search volume and achieved for those searches: (i) approximately 40%-60% higher search to product detail page click rates; (ii) approximately 20%-60% higher conversion rates; (iii) approximately 50%-75% of low confidence searches improved; and (iv) approximately 95%-99% fewer zero results searches. This translated in significant additional sales for the retailer.
Attraqt worked with its client PrettyLittleThing to review search patterns on the UK and French sites. Since completion of the trial, PrettyLittleThing said of the product: "Attraqt has been a trusted partner of ours for many years, so when the opportunity rose to implement their newest AI technology for Search we couldn't pass this up. We were particularly impressed by how quick and simple the implementation of the technology was, and how well it worked with our existing data feeds. We started seeing significant improvements in affected searches pretty much straight away and the results achieved over just few weeks of the algorithms running speak for themselves."
1.3 Acquisition Agreement
Under the terms of the Acquisition Agreement, the Company has acquired the entire issued share capital of Aleph-Search from from Aleph-One GmbH ("the Seller") for an aggregate consideration of GBP350,000 in cash and the issue of up to 11,102,410 Ordinary Shares, in four tranches ("the Consideration Shares"). Completion occurred on 1 October 2020. Aleph-Search is a newly formed limited company, with no historic revenues or profits, into which the Aleph Search technology was transferred immediately prior to entry into the Acquisition Agreement.
The cash consideration of GBP350,000 will be paid to the Seller on 8 January 2021. 3,600,964 of the Consideration Shares were issued to the Seller on completion ("the Completion Shares") and will be held in escrow for a period of up to 36 months to cover any warranty and indemnity claims made by the Company under the terms of the Acquisition Agreement. A second tranche totalling up to 5,401,446 Consideration Shares ("the IP Transfer Shares") will be issued to the Seller at 6 months and 12 months from the date of completion, conditional upon the successful integration by then of the technology into Attraqt's platform. A further 900,000 Consideration Shares will be issued to the Seller if the Company's share price is GBP1 or more for 30 consecutive days between the second and third anniversaries of completion, and a final tranche of 1,200,000 Consideration Shares will be issued to the Seller if the Company's share price is GBP2 or more for 30 consecutive days between the second and third anniversaries of completion (together, "the Completion Bonus Shares"). In addition, the Completion Bonus Shares will become due to the Seller if Attraqt is the subject of a successful takeover offer at an offer price per Ordinary Share of GBP1 or more.
The Completion Shares will represent approximately 1.8 per cent. of the issued share capital of the Company immediately following the Placing and Admission. The Consideration Shares will rank in full for all dividends with a record date on or after the date of Admission and otherwise pari passu with the Ordinary Shares and Placing Shares in issue from the date of Admission.
The Acquisition Agreement contains warranties from the Seller relating to, inter alia, the Aleph Search software in favour of the Company and the limitations on liability under the warranties reflect the market standard for such a transaction. The Company also has certain set-off rights against further issuances of Consideration Shares in the event of a claim being brought against the Seller under the Acquisition Agreement.
1.4 Lock In arrangements
The Seller has entered into irrevocable undertakings not to dispose (save in certain specified circumstances) of any interest in the Completion Shares, or 50 per cent. of the IP Shares, for a period of 12 months after their issuance and for a further 12 months to effect any sales of such shares only via Canaccord so as to maintain an orderly market in the Ordinary Shares. If issued, the Completion Bonus Shares will also be subject to orderly marketing arrangements for a period of 12 months from their issuance.
1.5 Software Development Agreement
Alongside the Acquisition, the Company has entered into a software development agreement ("the SDA") with the Seller that will run for a period of up to three years following completion. The SDA is split into two phases: the first phase will operationalise the acquired Aleph Search technology and facilitate knowledge transfer to the Company and is expected to take approximately 6 - 9 months to complete. The second phase relates to the joint development of new IP using the fingerprint technology, and will run for the remainder of the agreement. The Company will pay to the Seller a monthly retainer of EUR 30,000 for its services under the SDA.
2. The Placing
The Company is raising GBP4 million (before expenses) by way of a placing of 12,500,000 Placing Shares at the Placing Price with certain institutional and other investors. The Placing Shares being issued represent 6.9 per cent. of the existing issued ordinary share capital of Attraqt immediately prior to the Placing and Acquisition.
The Placing Price of 32 pence represents a 3.2 per cent premium to the closing middle market price of 31 pence per Ordinary Share on 30 September 2020, being the latest dealing day prior to the announcement of the Acquisition and the Placing.
Owing to a strong response from investors, the Placing is significantly oversubscribed.
The Directors believe that the proposed Placing will enable the Company to significantly progress its strategy by funding the Acquisition and by allowing additional investment into the Company's sales and marketing activities.
The Company currently intends to use the net proceeds of the Placing as outlined below:
-- Approximately GBP1 million to fund the Acquisition cash consideration and fees;
-- Approximately GBP2 million to increase sales and marketing, lead generation activities expenditure and grow new markets (specifically in Germany, France and Australia / New Zealand); and
-- The remaining net proceeds to be used to invest in the Enlarged Group's product development activities and for additional working capital purposes.
Canaccord Genuity is acting as Nominated Adviser, Sole Bookrunner and Sole Broker in connection with the Placing.
3. Directors' dealings
Certain Directors and associated entities have also indicated that they intend to shortly participate in the Placing for Placing Shares at the Placing Price. Such entities have provided the following non-binding indications and a further announcement will be made in due course once such dealings have been made :
Number of Indicative Indicative
Existing Ordinary number of number of Indicative
Shares Placing Shares Ordinary percentage
intending Shares immediately of enlarged
to subscribe following issued share
for in the completion capital on
Director/PDMR Placing of the Placing Admission (%)
Azini 3 LLP* 23,946,695 831,260 24,777,955 12.63
Eric Dodd ** 92,592 31,250 123,842 0.06
* Azini 3 LLP is a private equity fund managed by Azini Capital. Nick Habgood (Chairman of Attraqt) is the Managing Partner of Azini Capital Partners LLP. Azini Capital Partners is the fund manager for Azini 3 LLP. Azini 3(FP)LP is a limited partner in Azini 3 LLP and Nick Habgood is a partner in Azini 3(FP)LP. Therefore, Nick Habgood has an indirect interest in the share capital of the Company.
** Such shares are being subscribed for by Swapnil Dodd, the wife of Eric Dodd.
4. Settlement and Admission
Application has been made to the London Stock Exchange for the Placing Shares and Completion Shares (totalling 16,100,964 new Ordinary Shares) to be admitted to trading on AIM ("Admission").
Settlement and Admission of the Placing Shares and Completion Shares is expected on or around 8.00 a.m. on 6 October 2020 (or such later date as the Company and the Bookrunner may agree, being no later than 30 October 2020). The Placing is not underwritten and is conditional upon, inter alia, the placing agreement between the Company and Canaccord Genuity (the "Placing Agreement") not being terminated in accordance with its terms and Admission. The Appendix to this Announcement sets out further information and the terms and conditions of the Placing.
5. Total voting rights
Following Admission, the Company will have a total of 196,149,171 Ordinary Shares in issue, with no Ordinary Shares held in treasury. With effect from Admission, this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company, under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.
APPIX
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE "ANNOUNCEMENT"), AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, THE REPUBLIC OF IRELAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY CANACCORD, "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) 2017/1129 AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS REGULATION"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPICES) COMES ARE REQUIRED BY THE COMPANY AND CANACCORD TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF THE PLACING SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE PLACING SHARES.
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 or the South African Reserve Bank; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. 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 Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful.
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 offer.
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.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or this Announcement of which it forms part should seek appropriate advice before taking any action.
These terms and conditions apply to persons making an offer to acquire Placing Shares. Each Placee hereby agrees with Canaccord and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued or acquired. A Placee shall, without limitation, become so bound if Canaccord confirms to such Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be contractually committed to acquire the number of Placing Shares allocated to it at the Placing Price and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment.
In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) who has been invited to participate in the Placing and on whose behalf a commitment to subscribe for or acquire Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
Canaccord and the Company have entered into a Placing Agreement, under which Canaccord has, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price. It is expected that the Placing will raise up to GBP4 million in gross proceeds. The Placing is not being underwritten by Canaccord or any other person.
The Placing Shares will be issued on or around 6 October 2020. The Placing Shares will, when issued, be subject to the articles of association of the Company, be credited as fully paid and rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of Ordinary Shares after the date of issue of the Placing Shares.
The Placing Shares will trade on AIM under ATQT with ISIN GB00BMJJFZ18.
Application for admission to trading of the Placing Shares
Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. Admission for the Placing Shares is expected to become effective and dealings in such shares are expected to commence at 8.00 a.m. on or around 6 October 2020 (the " Admission"). In any event, the latest date for Admission is 30 October 2020 (the "Long Stop Date").
Placing
This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
Participation in, and principal terms of, the Placing are as follows:
1. Canaccord is arranging the Placing as agent for, and broker to, the Company.
2. Participation in the Placing is only available to persons who are lawfully able to be, and have been, invited to participate by Canaccord. Canaccord is entitled to participate in the Placing as principal.
3. Each Placee's allocation will be confirmed to Placees orally, or in writing (which can include email), by Canaccord and a trade confirmation or contract note will be dispatched as soon as possible thereafter. Canaccord's oral or written confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of Canaccord and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association. Except with Canaccord's consent, such commitment will not be capable of variation or revocation.
4. Each Placee's allocation will, unless otherwise agreed between the Placee and Canaccord, be evidenced by a trade confirmation or contract note issued to each such Placee by Canaccord. The terms and conditions of this Announcement (including this Appendix) will be deemed to be incorporated in that trade confirmation, contract note or such other confirmation and will be legally binding on the Placee on behalf of which it is made and, except with Canaccord's consent, will not be capable of variation or revocation from the time at which it is issued.
5. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Canaccord (as agent for the Company), to pay to Canaccord (or as Canaccord may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.
6. Except as required by law or regulation, no press release or other announcement will be made by Canaccord or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
7. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
8. All obligations of Canaccord under the Placing will be subject to fulfilment of the conditions referred to below "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".
9. By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
10. To the fullest extent permissible by law and the applicable rules of the Financial Conduct Authority, neither Canaccord nor any of its Affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and Canaccord and its Affiliates shall have no liability to the Placees for the failure of the Company to fulfil those obligations. In particular, neither Canaccord nor any of its Affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of Canaccord's conduct of the Placing or of such alternative method of effecting the Placing as Canaccord and the Company may determine.
Conditions of the Placing
Canaccord's obligations under the Placing Agreement in respect of, amongst other things, the Placing are conditional on, inter alia:
11. the delivery by the Company to Canaccord of certain documents required under the Placing Agreement;
12. the Company having complied with its obligations under the Placing Agreement to the extent that such obligations fall to be performed prior to Admission;
13. none of the warranties given in the Placing Agreement being untrue, inaccurate or misleading at any time between the date of the Placing Agreement and Admission, as though they had been given and made on such date by reference to the facts and circumstances then subsisting, and no matter having arisen prior to Admission which might reasonably render any of the warranties untrue or inaccurate or misleading in any respect if it was repeated as at Admission;
14. the allotment of the Placing Shares, conditional only upon admission of such Ordinary Shares to trading on AIM, in accordance with the Placing Agreement;
15. admission of the Placing Shares to trading on AIM becoming effective in accordance with Rule 6 of Part 1 the AIM Rules not later than 8.00 a.m. on 6 October 2020 or such later date as may be agreed in writing between the Company and Canaccord, but in any event not later than 8.00 a.m. on 30 October 2020 (the "Long Stop Date"); and
16. the Placing Agreement not having been terminated by Canaccord.
If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by Canaccord by the respective time or date where specified (or such later time or date as Canaccord may notify to the Company); (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.
Canaccord may, at its discretion and upon such terms as it thinks fit, waive, or extend the period for, compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement save that the condition relating to Admission taking place by the Long Stop Date may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
Neither Canaccord, the Company nor any of their respective Affiliates shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Canaccord.
Right to terminate the Placing Agreement
Canaccord is entitled to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia, if before Admission (in respect of the Placing):
17. it shall have come to the notice of Canaccord that any statement contained in any Placing Document (as defined in the Placing Agreement) is or has (in the sole judgement of Canaccord) become untrue, inaccurate, incomplete or misleading, or any matter has arisen which would, if the Placing were made at that time, constitute an omission from the Placing Documents or any of them;
18. in the sole judgement of Canaccord there shall have occurred any adverse change in, or any development or event reasonably likely to involve a prospective adverse change in, or affecting, the condition (financial, operational, legal or otherwise), earnings, business, management, financial position, properties, assets, rights, results of operations, net asset value, funding position, liquidity, solvency, prospects of general affairs of the Group or the Target(as defined in the Placing Agreement), as the case may be, as a whole and whether or not arising in the ordinary course of business ("Material Adverse Change") since the date of the Placing Agreement or if there is a fact, circumstance or development reasonably likely to include a Material Adverse Change (whether or not foreseeable at the date of the Placing Agreement);
19. in the sole judgement of Canaccord there has been a material breach by the Company of any of its obligations under the Placing Agreement or any law in respect of the Placing, or there has been a breach of other has taken place any event rendering untrue or incorrect in any respect any of the warranties given by the Company in the Placing Agreement;
20. in the sole judgement of Canaccord if any warranty given by the Company in the Placing Agreement would if repeated at any time up to Admission (by reference to the facts and circumstances then existing) be untrue, inaccurate or misleading in any respect; or
21. there has been a breach of any provision of the Acquisition Agreement by any party to it which Canaccord considers (in its sole judgement) to be material; or
22. a matter or circumstance has arisen which would be likely to give rise to a claim under the indemnity provisions of the Placing Agreement; or
23. (i) there has occurred, in the sole judgement of Canaccord, any outbreak of hostilities or escalation thereof or act or incidence of terrorism or other calamity or crisis (including any material worsening of the response to the Covid-19 pandemic), national or international emergency or war, or any change (or development involving a prospective change) in national or international monetary, political, financial or economic conditions or currency exchange rates or foreign exchange controls or any material adverse change in the financial markets in the United States, the United Kingdom, in any member of the European Union or the international markets; (ii) trading in any securities of the Company or trading generally on any stock exchange or in any over the counter market is disrupted, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any exchange or by any governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, United Kingdom or Europe, in the sole judgement of Canaccord (acting reasonably); (iii) there has occurred any actual or prospective change or development in the United Kingdom or any other taxation that would have a materially adverse effect on any member of the Group or on the allotment, issue or delivery of Ordinary Shares or the transfer thereof; or (iv) a general moratorium on commercial banking activities in London or New York has been declared by the United States, the United Kingdom, the New York authorities or the European Central Bank or a suspension or material limitation in trading in securities, generally on the London Stock Exchange, the New York Stock Exchange or NASDAQ has occurred, or is likely to occur, in the sole judgement of Canaccord (acting reasonably), and in relation to any of the events in (i) to (iv), which would (either singularly or together with any other such event, in the sole judgement of Canaccord, be likely to prejudice the success of the Placing, dealings in the Ordinary Shares in the secondary market or which makes it, in the sole judgement of Canaccord, impractical to proceed with the Placing and/or Admission and/or to market the Ordinary Shares on the terms and in the manner set out in the Placing Documents .
If the Placing Agreement is terminated prior to Admission then the Placing will not occur.
The rights and obligations of the Placees will not be subject to termination by the Placees or any prospective Placees at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by Canaccord of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Canaccord and that Canaccord need not make any reference to Placees in this regard and that neither Canaccord nor any of its Affiliates shall have any liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of specifically invited persons only and have not been nor will be offered in such a way as to require the publication of an admission document or prospectus in the United Kingdom or any equivalent document in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or the London Stock Exchange in relation to the Placing, and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) and the business and financial information that the Company is required to publish in accordance with the AIM Rules (the "Exchange Information") or has published via a Regulatory Information Service ("Publicly Available Information"). Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information and/or Publicly Available Information), representation, warranty or statement made by or on behalf of the Company or Canaccord or any other person and neither Canaccord, the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by Canaccord, the Company or their respective officers, directors, employees or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company nor Canaccord are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Share Arrangements
The Company has undertaken to Canaccord that, between the date of the Placing Agreement and 12 months after the date of Admission, it will not, without the prior written consent of Canaccord (such consent not to be unreasonably withhold or delayed), directly or indirectly, offer, issue, lend, sell or contract to sell, issue options in respect of or otherwise dispose of or announce an offer or issue of any Ordinary Shares (or any interest therein or in respect thereof) or any other securities exchangeable for or convertible into, or substantially similar to, Ordinary Shares or enter into any transaction with the same economic effect as, or agree to do, any of the foregoing (whether or not legally or contractually obliged to do so (save for the allotment and issue of Ordinary Shares pursuant to the Placing and Acquisition, the grant and exercise of options or the issue of Ordinary Shares pursuant to the exercise of options or warrants, in each case pursuant to the Share Plans (as defined in the Placing Agreement).
By participating in the Placing, Placees agree that the exercise by Canaccord or any power to grant consent to the undertaking by the Company of a transaction which would otherwise be subject to the lock-up provisions under the Placing Agreement shall be within the discretion of Canaccord and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares will, unless otherwise agreed, take place on a delivery versus payment basis within CREST. Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by Canaccord in accordance with the standing CREST settlement instructions which they have in place with Canaccord.
Settlement of transactions in the Placing Shares following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST") provided that, subject to certain exceptions, Canaccord reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.
It is expected that settlement of the Placing Shares will be on 6 October 2020 unless otherwise notified by Canaccord and Admission is expected to occur by 6 October 2020 or such later time as may be agreed between the Company and Canaccord, not being later than the Long Stop Date.
Subject to the conditions set out above, payment in respect of the Placees' allocation is due as set out below. Each Placee should provide its settlement details in order to enable instructions to be successfully matched in CREST. The relevant settlement details for the Placing Shares are as follows:
CREST Participant ID of Canaccord Genuity: 805
Expected Trade Date: 1 October 2020
Expected Settlement Date: 6 October 2020
ISIN code for the Placing Shares: GB00BMJJFZ18
SEDOL code for the Placing Shares BMJJFZ1
Deadline for Placee to input instruction into CREST 5 October 2020
Each Placee is deemed to agree that, if it does not comply with these obligations, Canaccord may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Canaccord account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify Canaccord on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on Canaccord such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Canaccord lawfully takes in pursuance of such sale. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until it has fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that any form of confirmation is copied and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Neither Canaccord nor the Company will be liable in any circumstances for the payment of stamp duty, stamp duty reserve tax or securities transfer tax in connection with any of the Placing Shares. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to Canaccord (for itself and on behalf of the Company):
24. that it has read and understood this Announcement, including this Appendix, in its entirety and that its subscription for or purchase of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements, undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;
25. that the shares in the capital of the Company are admitted to trading on AIM, and the Company is therefore required to publish the Exchange Information, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such Exchange Information without undue difficulty and is able to obtain access to such information or comparable information concerning any other publicly traded company without undue difficulty;
26. that its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;
27. that the exercise by Canaccord of any right or discretion under the Placing Agreement shall be within the absolute discretion of Canaccord and Canaccord need not have any reference to it and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against Canaccord or the Company, or any of their respective officers, directors or employees, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;
28. that these terms and conditions represent the whole and only agreement between it, Canaccord and the Company in relation to its participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information or representation or warranty in relation to the Company or any of its subsidiaries or any of the Placing Shares other than as contained in this Announcement, the Exchange Information and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares. Each Placee agrees that neither the Company, Canaccord nor any of their respective officers, directors or employees will have any liability for any such other information, representation or warranty, express or implied;
29. that in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(2) of the Prospectus Regulation, (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the European Economic Area which has implemented the Prospectus Regulation other than Qualified Investors or in circumstances in which the prior consent of Canaccord has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons;
30. that neither it nor, as the case may be, its clients expect Canaccord to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book, and that Canaccord is not acting for it or its clients, and that Canaccord will not be responsible for providing the protections afforded to customers of Canaccord or for providing advice in respect of the transactions described herein;
31. that it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and neither Canaccord or the Company nor any of their respective Affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement or the Publicly Available Information; nor has it requested Canaccord, the Company or any of their respective Affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;
32. that the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the Placing Shares is contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement and the Publicly Available Information;
33. that neither Canaccord or the Company nor any of their respective Affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of this Announcement or the Publicly Available Information;
34. that it and the person(s), if any, for whose account or benefit it is subscribing for the Placing Shares is not subscribing for and/or purchasing Placing Shares as a result of any "directed selling efforts" as defined in Regulation S;
35. that, unless specifically agreed with Canaccord, it is not and was not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for and/or purchase Placing Shares was given and it is not acquiring Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States and it will not reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;
36. that it is not a national or resident of Canada, Australia, New Zealand, the Republic of Ireland, the Republic of South Africa or Japan or a corporation, partnership or other entity organised under the laws of Canada, Australia, New Zealand, the Republic of Ireland, the Republic of South Africa or Japan and that it will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares in Canada, Australia, New Zealand, the Republic of Ireland, the Republic of South Africa or Japan or to or for the benefit of any person resident in Canada, Australia, New Zealand, the Republic of Ireland, the Republic of South Africa or Japan and each Placee acknowledges that the relevant exemptions are not being obtained from the Securities Commission of any province of Canada, that no document has been or will be lodged with, filed with or registered by the Australian Securities and Investments Commission or Japanese Ministry of Finance and that the Placing Shares are not being offered for sale and may not be, directly or indirectly, offered, sold, transferred or delivered in or into Canada, Australia, New Zealand, the Republic of Ireland, the Republic South Africa or Japan;
37. that it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Placing Shares and it is not acting on a non-discretionary basis for any such person;
38. that it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted, and will not, directly or indirectly, distribute, forward, transfer or otherwise transmit, any presentation or offering materials concerning the Placing or the Placing Shares to any persons within the United States;
39. that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Canaccord may in its discretion determine and without liability to such Placee;
40. that it is entitled to subscribe for and/or purchase Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder or otherwise and complied with all necessary formalities and that it has not taken any action which will or may result in the Company or Canaccord or any of their respective directors, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance;
41. that it has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for and/or purchase the Placing Shares and to perform its subscription and/or purchase obligations;
42. that where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and this Announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by Canaccord;
43. that it is either: (a) a person of a kind described in paragraph 5 of Article 19 (persons having professional experience in matters relating to investments and who are investment professionals) of the Order; or (b) a person of a kind described in paragraph 2 of Article 49 (high net worth companies, unincorporated associations, partnerships or trusts or their respective directors, officers or employees) of the Order; or (c) a person to whom it is otherwise lawful for this Announcement to be communicated and in the case of (a) and (b) undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
44. that, unless otherwise agreed by Canaccord, it is a qualified investor (as defined in section 86(7) of the Financial Services and Markets Act 2000, as amended ("FSMA"));
45. that, unless otherwise agreed by Canaccord, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;
46. it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
47. that any money held in an account with Canaccord (or its nominees) on its behalf and/or any person acting on its behalf will not be treated as client money within the meaning of the rules and regulations of the FCA. Each Placee further acknowledges that the money will not be subject to the protections conferred by the FCA's client money rules. As a consequence, this money will not be segregated from Canaccord (or its nominee) money in accordance with such client money rules and will be used by Canaccord in the course of its own business and each Placee will rank only as a general creditor of Canaccord;
48. that it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its ordinary shares in accordance with the Disclosure Guidance and Transparency Rules published by the FCA;
49. that it is not, and it is not acting on behalf of, a person falling within subsections (6), (7) or (8) of sections 67 or 70 respectively or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986;
50. that it will not deal or cause or permit any other person to deal in all or any of the Placing Shares which it is subscribing for and/or purchasing under the Placing unless and until Admission becomes effective;
51. that it appoints irrevocably any director of Canaccord as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the Placing Shares;
52. that, as far as it is aware it is not acting in concert (within the meaning given in The City Code on Takeovers and Mergers) with any other person in relation to the Company, save as previously disclosed to Canaccord;
53. that this Announcement does not constitute a securities recommendation or financial product advice and that neither Canaccord nor the Company has considered its particular objectives, financial situation and needs;
54. that it has sufficient knowledge, sophistication and experience in financial, business and investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing;
55. that it will indemnify and hold the Company and Canaccord and its Affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the Company and Canaccord will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings herein and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify Canaccord and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee, pursuant to this Announcement (including this Appendix) are given to Canaccord for itself and on behalf of the Company and will survive completion of the Placing and Admission;
56. that time shall be of the essence as regards its obligations pursuant to this Appendix;
57. that it is responsible for obtaining any legal, financial, tax and other advice that it deems necessary for the execution, delivery and performance of its obligations in accepting the terms and conditions of the Placing, and that it is not relying on the Company or Canaccord to provide any legal, financial, tax or other advice to it;
58. that all dates and times in this Announcement (including this Appendix) may be subject to amendment and that Canaccord shall notify it of such amendments;
59. that (i) it has complied with its obligations under the Criminal Justice Act 1993, Part VIII of FSMA and the Market Abuse Regulation, (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended),the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to Canaccord such evidence, if any, as to the identity or location or legal status of any person which Canaccord may request from it in connection with the Placing (for the purpose of complying with such Regulations 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 Canaccord on the basis that any failure by it to do so may result in the number of Placing Shares that are to be subscribed for and/or purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Canaccord may decide in its
absolute discretion;
60. that it will not make any offer to the public of those Placing Shares to be subscribed for and/or purchased by it for the purposes of the Prospectus Regulation Rules made by the FCA pursuant to Prospectus Regulation Rules Instrument 2019 (FCA 2019/80);
61. that it will not distribute any document relating to the Placing Shares and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (as to which it has the authority to make the statements set out herein) for investment purposes only and it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation therein to such person or any third person with respect of any Placing Shares; save that if it is a private client stockbroker or fund manager it confirms that in purchasing the Placing Shares it is acting under the terms of one or more discretionary mandates granted to it by private clients and it is not acting on an execution only basis or under specific instructions to purchase the Placing Shares for the account of any third party;
62. that it acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Canaccord in any jurisdiction in which the relevant Placee is incorporated or in which its assets are located or any of its securities have a quotation on a recognised stock exchange;
63. that any documents sent to Placees will be sent at the Placees' risk. They may be sent by post to such Placees at an address notified to Canaccord;
64. that Canaccord owes no fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
65. that Canaccord or any of its Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares;
66. that no prospectus, admission document or other offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus, admission document or other offering document in connection with the Placing or the Placing Shares; and
67. that if it has received any confidential price sensitive information concerning the Company in advance of the publication of this Announcement, it has not: (i) dealt in the securities of the Company; (ii) encouraged, required, recommended or induced another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to such information being made publicly available.
The Company, Canaccord and their respective Affiliates will rely upon the truth and accuracy of each of the foregoing representations, warranties, acknowledgements and undertakings which are given to Canaccord for themselves and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards specific Placees or on a general basis by Canaccord.
The agreement to settle a Placee's subscription and/or purchase (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company or Canaccord will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Canaccord in the event that any of the Company and/or Canaccord have incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Canaccord accordingly.
In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription or purchase by them of any Placing Shares or the agreement by them to subscribe for or purchase any Placing Shares.
This Announcement has been issued by, and is the sole responsibility, of the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Canaccord or by any of their respective Affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
No statement in the Placing Documents is intended to be a profit forecast or estimate, and no statement in the Placing Documents should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM, a market operated by the London Stock Exchange.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, the Placing Documents.
Pursuant to the General Data Protection Regulation as implemented in the UK by the Data Protection Act 2018 ("GDPR") the Company and/or Canaccord, may hold personal data (as defined in the GDPR) relating to past and present shareholders. Personal data may be retained on record for a period exceeding six years after it is no longer used. The Company and/or Canaccord will only process such information for the purposes set out below (collectively, the "Purposes"), being to: (a) process its personal data to the extent and in such manner as is necessary for the performance of their obligations under the contractual arrangements between them, including as required by or in connection with its holding of Ordinary Shares, including processing personal data in connection with credit and money laundering checks on it; (b) communicate with it as necessary in connection with its affairs and generally in connection with its holding of Ordinary Shares; (c) provide personal data to such third parties as the Company and/or Canaccord may consider necessary in connection with its affairs and generally in connection with its holding of Ordinary Shares or as the GDPR may require, including to third parties outside the EEA; and (d) without limitation, provide such personal data to their respective affiliates for processing, notwithstanding that any such party may be outside the EEA; and (e) process its personal data for the Company's and/or Canaccord's internal administration.
By becoming registered as a holder of Placing Shares, each Placee acknowledges and agrees that the processing by the Company and/or Canaccord of any personal data relating to it in the manner described above is undertaken for the purposes of: (a) performance of the contractual arrangements between them; and (b) to comply with applicable legal obligations. In providing the Company and/or Canaccord with information, it hereby represents and warrants to each of them that it has notified any data subject of the processing of their personal data (including the details set out above) by the Company and/or Canaccord and their respective affiliates and group companies, in relation to the holding of, and using, their personal data for the Purposes. Any individual whose personal information is held or processed by a data controller: (a) has the right to ask for a copy of their personal information held; (b) to ask for any inaccuracies to be corrected or for their personal information to be erased; (c) object to the ways in which their information is used, and ask for their information to stop being used or otherwise restricted; and (d) ask for their personal information to be sent to them or to a third party (as permitted by law). A data subject seeking to enforce these rights should contact the relevant data controller. Individuals also have the right to complain to the UK Information Commissioner's Office about how their personal information has been handled.
, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
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October 01, 2020 02:00 ET (06:00 GMT)
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