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RNS
Conviviality PLC   -  CVR   

Proposed acquisition and placing

Released 07:28 15-Dec-2017

RNS Number : 4703Z
Conviviality PLC
15 December 2017
 

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) 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, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.  THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN CONVIVIALITY PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF CONVIVIALITY PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 596/2014 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

UNLESS OTHERWISE INDICATED, CAPITALISED TERMS USED IN THIS ANNOUNCEMENT HAVE THE MEANINGS GIVEN TO THEM IN THE DEFINITIONS SECTION INCLUDED IN THE APPENDIX.

 

15 December 2017

Conviviality Plc

("Conviviality", the "Company" or the "Group")

Proposed acquisition of the Central Convenience retail business and proposed placing to raise £30.0 million

Conviviality Plc (AIM: CVR), the UK's leading independent alcohol wholesaler and distributor of alcohol and impulse products, serving consumers through its franchised retail outlets and through hospitality and food service, is pleased to announce that its wholly-owned subsidiary, Bargain Booze Limited ("BBL") has offered to acquire the business and assets of 109* convenience stores and the rights as franchisor of a further 18 franchisee-operated stores trading under the fascia 'Central Convenience' ("Central Convenience") from WS Retail Ltd ("WSR"), for a cash consideration of £25.0 million (the "Acquisition").  WSR is a wholly-owned subsidiary of Palmer & Harvey McLane Limited (in administration) ("P&H") which entered administration on 28 November 2017.

If the offer is accepted, the Company will fund the Acquisition through the completed placing of 8,000,000 new ordinary shares of £0.0002 each in the capital of the Company (the "Placing Shares"), at a price of 375 pence per Placing Share (the "Placing Price") to raise gross proceeds of £30.0 million (the "Placing").  The Placing is conditional inter alia on the Acquisition being completed by 4.30 p.m. today and has been fully underwritten by Investec Bank plc ("Investec"), the Company's sole bookrunner, broker and nominated adviser. 

The Company will issue a further announcement today to update on the satisfaction (or otherwise) of this condition.

Acquisition Highlights

·     Central Convenience provides enhanced scale and reach for the Conviviality Retail division:

Strengthening the Group's retail presence, particularly in the south and south west of England;

Adding, in aggregate, 127 convenience stores including 20 petrol forecourts, stores incorporating 47 Post Offices and 18 franchisee operated stores; and

Securing wholesale supply to owned and franchised stores, allowing the Group to realise further economies of scale;

·     The Acquisition is expected to facilitate acceleration of the Group's strategy to satisfy customers who wish to consume alcoholic beverages at home or out of home, whatever the occasion, serving customers directly via retail outlets and indirectly through hospitality and foodservice channels.

·     Together, the Acquisition and the Placing are expected to be earnings enhancing in the Group's first full financial year of ownership of Central Convenience.

·     For the 53 weeks ended 8 April 2017, WSR generated unaudited turnover of c. £75.7 million** and unaudited EBITDA of c. £3.5 million**.

·     The directors of the Company (the "Directors") believe that potential exists for operational, buying and distribution synergies to be realised from the proposed combination of Central Convenience and Conviviality Retail.

·     The Acquisition will be completed on and by 4.30 p.m. today if the offer is accepted.

Placing Highlights

·     The Placing, which has been fully underwritten by Investec, comprises the issue of 8,000,000 Placing Shares at a price of 375 pence per Placing Share.

·     The Placing is conditional, inter alia, WSR accepting BBL's offer and the Acquisition being completed by no later than 4.30pm today (or such later time as Investec and the Company may agree) and Admission occurring on or before 19 December 2017.

·     The net proceeds of the Placing will be used to, inter alia, fund the Acquisition.

·     The Placing Price represents a 0.79 per cent. discount to the closing middle market price of 378 pence per ordinary share of £0.0002 each in the capital of the Company ("Ordinary Share") on 14 December 2017, being the last practicable date prior to the date of this Announcement.

·     The Placing Shares are to be allotted under the authorities granted to the Directors at the Company's AGM on 7 September 2017, utilising the authority granted in connection with acquisitions.

·     Application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM ("Admission") and Admission is expected to take place on 19 December 2017.

* subject to leases being assigned to BBL post completion of the Acquisition

**as per management accounts

Diana Hunter, Chief Executive Officer of Conviviality, said:

"We are pleased to have finalised terms for a potential acquisition of Central Convenience as it provides a clear opportunity to accelerate the growth and reach of the existing Conviviality Retail business, notably broadening our geographic footprint in the south and south west of England. The acquisition, if effected, will support our strategic goal to be the drinks and impulse sector's leading independent distributor and we believe that potential exists for a range of synergies and increased returns for Conviviality's shareholders. We look forward to welcoming colleagues from Central Convenience to the Conviviality Group."

Enquiries:

Conviviality Plc                                                                                                                 Tel: 01270 614 700
Diana Hunter, Chief Executive Officer
Mark Moran, Chief Financial Officer

Investec Bank plc (Sole Bookrunner, Broker and Nominated Adviser)                    Tel: 020 7597 5970
Garry Levin / David Flin / Daniel Adams / Alex Wright / Henry Reast  /
Neil Coleman

FTI Consulting                                                                                                                   Tel: 020 3727 1000
Jonathon Brill / Georgina Goodhew / Fiona Walker

 

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this Announcement is being made on behalf of the Company by Ciaran Stone, Group Head of Legal & Company Secretary. 

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section below.

The Appendix to this Announcement (which forms part of this Announcement) sets out the terms of and conditions to, the Placing. Persons who have chosen to participate in the Placing, by making an oral or written offer to subscribe for Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix.

IMPORTANT NOTICES

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States.  This Announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been, and will not be, registered under the United States Securities Act of 1933 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.

This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning.  By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel.  As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements.  Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made.  Except as required by applicable law or regulation (including to meet the requirements of the AIM Rules, MAR, the Prospectus Rules and/or the FSMA), the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statements are based.  The price of the shares and any income from them may go down as well as up and investors may not get back the full amount invested on disposal of such shares.

All subsequent oral or written forward-looking statements attributed to Conviviality or any persons acting on its 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 the Company 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.

Investec Bank plc is authorised by the Prudential Regulatory Authority ("PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority ("FCA") and is acting exclusively for the Company and no one else in connection with the Placing and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

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 Investec Bank plc or by any of its 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.

This Announcement contains certain financial measures that are not defined or recognised under IFRS, including adjusted EBITDA (being earnings before interest, tax, depreciation, amortisation).  Information regarding these measures is sometimes used by Investors to evaluate the efficiency of a company's operations and its ability to employ its earnings toward repayment of debt, capital expenditures and working capital requirements. There are no generally accepted principles governing the calculation of these measures and the criteria upon which these measures are based can vary from company to company. These measures, by themselves, do not provide a sufficient basis to compare the Company's performance with that of other companies and should not be considered in isolation or as a substitute for operating profit or any other measure as an indicator of operating performance, or as an alternative to cash generated from operating activities as a measure of liquidity.

No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future years would necessarily match or exceed the historical published earnings per share of the Company.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

This Announcement is for information purposes only and does not itself constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in the Company and does not constitute investment advice.

Neither this Announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in or into the United States of America, its territories and possessions, any state of the United States and the District of Columbia (the "United States"), Australia, New Zealand, Canada, Japan or South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canada, New Zealand, Japanese or South African securities laws. The distribution of this Announcement in other jurisdictions may be restricted by law and persons into whose possession this Announcement comes should inform themselves about, and observe, any such restrictions.

Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this Announcement, nor any part of it, nor the fact of its distribution shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

In particular, the Placing Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States and accordingly the Placing Shares may not be offered, sold, pledged or transferred, directly or indirectly, in, into or within the United States except pursuant to an exemption from the registration requirements of the Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There is no intention to register any portion of the Placing in the United States or to conduct a public offering of securities in the United States or elsewhere.

Proposed acquisition of the Central Convenience retail business and proposed placing to raise £30.0 million

Introduction

Conviviality is pleased to announce that its wholly-owned subsidiary, BBL, has offered to acquire the business and assets of 109* Central Convenience stores and the right as franchisor of a further 18 Central Convenience stores, from WSR, a wholly-owned subsidiary of P&H, for a cash consideration of £25.0 million.  P&H entered administration on 28 November 2017. 

The Company will fund the Acquisition through the Placing. The Placing has been fully underwritten by Investec, the Company's sole bookrunner, broker and nominated adviser.

The terms of the offer made by BBL require the Acquisition to be completed by 4.30 p.m. today. The Placing is conditional inter alia on the Acquisition being completed by no later than 4.30 p.m. today. The Company will issue a further announcement today to update on the satisfaction (or otherwise) of this condition.

* subject to leases being assigned to BBL post completion of the Acquisition

Information on Central Convenience

Central Convenience was founded in 2012 as a subsidiary of P&H and, together with its franchisees, has grown to operate, in aggregate, 127 convenience stores across the south and south west of England.

109 of the Central Convenience stores are owned and operated by WSR. Of these, 20 are on petrol forecourts, operating under a range of petrol brands including BP, Murco, Texaco, Esso and Gulf, and 47 include post offices. 18 stores are owned and operated by franchisees.

Many of the stores offer a typical range of newspapers, alcohol, tobacco and convenience offerings with many also offering lottery, coffee and ATM machines.

Central Convenience is currently managed by a dedicated team based in Ringwood, Hampshire

WSR's business is profitable, having generated unaudited EBITDA for the 53 week period to 8 April 2017 of approximately £3.5 million *(£1.6m as per the audited statutory accounts for the 52 week period to 2 April 2016 ("FY16") unaudited profit before taxation for the 53 week period to 8 April 2017 of £2.8 million *(£0.8 million as per the audited statutory accounts for FY16) and unaudited turnover of £75.7 million for the 53 week period to 8 April 2017* (£55.0 million as per the audited statutory accounts for FY16).  As at 8 April 2017, the unaudited book value of the business and assets being acquired as part of the Acquisition was £23.0 million (FY16: £15.9 million).

*as per management accounts for the 53 week period to 8 April 2017.

**as per unaudited draft statutory accounts for the 53 week period to 8 April 2017.

Background to and reasons for the Acquisition and the Placing

Conviviality has significant strength and expertise in the drinks and convenience market with the potential for further growth. The Group's mission is to satisfy all of its customers who wish to consume alcoholic beverages at home or out of home, whatever the occasion, serving customers directly via retail outlets and indirectly through hospitality and foodservice, through its three trading divisions:  Conviviality Direct; Conviviality Retail and Conviviality Trading.

Conviviality Retail and its franchisees currently operate 709 retail stores under a number of fascias including Bargain Booze, Select Convenience and Wine Rack.  Store numbers have remained largely static as the Group has rationalised its store estate by closing or terminating franchises for underperforming stores and investing in new stores that meet higher standards in order to improve contribution to the Group. 

The Directors recognise the benefits of securing additional scale in Conviviality Retail by acquiring a good quality chain of retail stores in geographies where it is under-represented in the highly fragmented convenience retail market.

The Directors consider Central Convenience to be a good quality retail chain with limited overlap with Conviviality's existing estate. Only seven Central Convenience stores are within one mile of an existing Conviviality store. 

The increased scale of the enlarged retail business afforded if the Acquisition is completed should allow the Group to realise further efficiencies, with an opportunity to address duplication as potential organisational, buying, distribution and revenue synergies are realised from the combination of the businesses.

Together, if completed, the Acquisition and the Placing are expected to be earnings enhancing in Conviviality's financial year ending April 2019.

Strategy, Synergies and Post-Acquisition Plan

Strategy

PostAcquisition, Conviviality intends to build on the strengths of the Central Convenience business, in the short term, continuing to operate stores under their current brands, but to then transition them to Conviviality Retail fascias over a three to six month period. The majority of the stores are currently expected to be converted to 'Select Convenience' fascias with up to four to be converted into 'Bargain Booze' fascias.

Conviviality will also maintain the current supply chain in the short term with a view to transitioning most of the supply to Conviviality over the first four weeks following completion of the Acquisition and review and rationalise 'direct to store' suppliers to key local providers.

As part of the Group's colleague engagement and reassurance plan, the Company intends to visit all of the acquired sites within the first 10 days of ownership.  Additionally, to ensure continuity of WSR's retail operations and that current commercial arrangements are maintained, the Group intends to secure the contracts of certain key teams and individuals.

The Company will also review the pipeline of new store acquisitions and proposed new franchisees of the Central Convenience business which were already underway before the Acquisition.  A review of operations and the Central Convenience head office are expected to give rise to operational efficiencies and synergies. By building greater scale through the Acquisition, the Group has the potential to realise lower costs through buying and distribution synergies and improved organisational efficiency.

Synergies

A key part of the integration plan is to conduct a detailed evaluation, immediately post-Acquisition, of potential synergies that could be generated from the two businesses and develop a detailed plan to deliver the benefits of these, including renegotiating material IT contracts and relocating certain IT hardware to the Group's Crewe office. The Company has significant experience in conducting this level of analysis and delivering the plans to realise the benefits.

It is the Directors' intention to integrate the Central Convenience business and back office functions fully into the Conviviality Retail business.

Principal terms of the Acquisition

BBL has offered to acquire the business and assets of the Central Convenience business operated by WSR.  This offer is capable of acceptance before 4.30 p.m. today (or such later time and date as Investec and the Company may agree) and if accepted by way of entry into a business and asset purchase agreement by WSR and its authorised officers (together the "Sellers") (the "Acquisition Agreement"), the Acquisition will be completed immediately.  Pursuant to the Acquisition Agreement, BBL shall acquire the entire business, assets and goodwill of WSR, including an assignment of the agreements with franchisees, for an aggregate cash consideration of c. £25.0 million, to be paid in cash on or before 22 December 2017, following receipt of the net Placing proceeds.

Use of proceeds

The gross proceeds of the Placing will be used as follows:

·     £25.0 million to fund the consideration payable in respect of the Acquisition

·     c.£1.0 million to fund capital expenditure on the Central Convenience stores including store refurbishments and IT upgrades

·     c.£1.5 million to fund the cost of the Acquisition and the Placing

·     c.£2.5 million to fund the immediate integration costs and short term working capital needs of the acquired business and assets.

Trading update

There has been no change to the performance of the Company since its announcement dated 7 November 2017, with Conviviality continuing to perform in line with the Directors' expectations for the 52 week period ending 29 April 2018.

Update on P&H

P&H, previously a supplier and customer of the Conviviality Retail business, went into administration on 28 November 2017.  The Group has successfully implemented its business continuity plans and has secured direct supply of tobacco products from the key tobacco manufacturers, ensuring continuity of supply following P&H's administration. 

The Placing

The Company has conditionally raised £30.0 million (before expenses) (approximately £28.5 million net) by way of a placing of 8,000,000 Placing Shares with new and existing institutional investors at the Placing Price. The Placing Shares will represent approximately 4.4 per cent. of the Enlarged Share Capital immediately following Admission. The Placing Price represents a discount of approximately 0.79% per cent. to the closing middle market price of 378 pence per Ordinary Share on 14 December 2017 (being the latest practicable date prior to the publication of this Announcement).  The Placing is being fully underwritten by Investec.

The Placing is conditional inter alia, on the Acquisition being effected by no later than 4.30 p.m. today (or such later time and date as Investec and the Company may agree) and Admission occurring on or before 19 December 2017 (or such later time and date as Investec and the Company may agree, being not later than 31 December 2017).

The Placing Shares will rank pari passu in all respects with each other and with all other Ordinary Shares.

Upon Admission, the Company's Enlarged Share Capital will comprise 183,269,386 Ordinary Shares. The Company does not hold any shares in treasury. The figure of 183,269,386 Ordinary Shares may be used by shareholders following Admission as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of Conviviality under the FCA's Disclosure Guidance and Transparency Rules.

The Placing Agreement

Pursuant to the terms of the Placing Agreement, Investec has agreed to act as agent for the Company to procure Placees for the Placing Shares at the Placing Price with institutional investors. The Placing is being fully underwritten by Investec.

The Placing Agreement contains warranties from the Company in favour of Investec in relation to, inter alia, the accuracy of the information in this Announcement, certain financial information and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify Investec in relation to certain liabilities it may incur in respect of the Placing.  Investec may elect to terminate the Placing in certain circumstances prior to Admission, in particular, in the event of a material breach of the warranties given to Investec in the Placing Agreement, the failure of the Company to comply with any of its obligations under the Placing Agreement, the occurrence of a force majeure event or a material adverse change in (amongst other things) the financial or political conditions in the United Kingdom (which in the opinion of Investec, acting in good faith, adversely affects, or makes it inadvisable to proceed with the Placing), any circumstance arising giving rise to a claim under the indemnity or an adverse change in the financial or trading position or prospects affecting the business of the Group (which would make it impractical or inadvisable to proceed with the Placing).  Notwithstanding that Investec may elect to terminate the Placing in such circumstances, Investec's underwriting obligation terminates only in the event that the Acquisition has not been completed by 4:30p.m. on 15 December 2017 (or such later time and date as Investec and the Company may agree) and/or Admission has not occurred by 19 December 2017 (or such later date as Investec and the Company may agree, being no later than 31 December 2017).  The Placing Agreement is not subject to any right of termination after Admission.

Settlement and dealings

Application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will occur and dealings will commence at 8.00 a.m. on or around 19 December 2017 on which date it is also expected that the Placing Shares will be enabled for settlement in the system administered by Euroclear UK & Ireland Limited ("CREST").

Placing statistics

Number of Ordinary Shares in issue before the Placing

175,269,386

 

Number of Placing Shares to be issued pursuant to the Placing

 

8,000,000

 

Placing Price

 

375 pence

 

Gross proceeds of the Placing

 

£30.0 million

 

Estimated net proceeds of the Placing

 

£28.5 million

 

Number of Ordinary Shares in issue and number of voting rights in the Company immediately following the Placing

 

183,269,386

Placing Shares as a percentage of the Enlarged Share Capital

 

4.4 per cent

 

Expected timetable of principal events

Admission and dealings in the Placing Shares expected to commence on AIM

 

19 December 2017

 

Where applicable, expected date for CREST accounts to be credited for Placing Shares in uncertificated form

 

19 December 2017

 

Where applicable, expected date for despatch of definitive share certificates in respect of Placing Shares in certificated form

 

by 22 December 2017

 

 

Notes:

1.      Reference to times are to London times unless otherwise stated.

2.      The dates and times given in this Announcement are based on the Company's current expectations and     may be subject to change.

3.      Any changes to the timetable set out above will be announced via a Regulatory Information Service.

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN, OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN EXAMINED OR APPROVED BY THE FCA OR THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO EXAMINED OR APPROVED.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EEA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF DIRECTIVE 2003/71/EC AS AMENDED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMENDING DIRECTIVE (DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.  PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.  THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE, OR SOLICITATION OF AN OFFER TO PURCHASE SECURITIES, IN THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED (THE "US SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES UNLESS REGISTERED UNDER THE US SECURITIES ACT OR EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, IN EACH CASE IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE US SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE. 

EACH PLACEE SHOULD CONSULT WITH ITS OWN 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.

THIS ANNOUNCEMENT HAS BEEN PREPARED AND ISSUED BY THE COMPANY AND IS AND WILL BE 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 INVESTEC OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, BRANCHES, ADVISERS, CONSULTANTS OR AGENTS OR ANY OTHER PERSON AS TO, OR IN RELATION TO, THE ACCURACY OR COMPLETENESS OF THE ANNOUNCEMENT OR ANY OTHER WRITTEN OR ORAL INFORMATION MADE AVAILABLE TO OR PUBLICLY AVAILABLE TO ANY PLACEE, ANY PERSON ACTING ON SUCH PLACEE'S BEHALF OR ANY OF THEIR RESPECTIVE ADVISERS, AND ANY LIABILITY THEREFOR IS EXPRESSLY DISCLAIMED.

No action has been taken by the Company, Investec, or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction, other than the UK, where action for that purpose is required.

This Announcement or any part of it does not constitute or form part of an offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, New Zealand the Republic of South Africa, Japan 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.

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 from the South African 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 offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan, the Republic of South Africa or New Zealand. 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 New Zealand or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.

Details of the Placing

The Company has entered into an agreement dated 15 December 2017 with Investec (the "Placing Agreement") under which, on the terms and subject to the conditions set out in the Placing Agreement, Investec , as agent for and on behalf of the Company, has agreed to procure Placees for the Placing Shares at the Placing Price. The Placing is being fully underwritten by Investec.

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 issued Ordinary Shares, including the right to receive dividends and other distributions declared or made in respect of the Ordinary Shares following Admission. 

The Placing Agreement contains certain undertakings, warranties and indemnities given by the Company for the benefit of Investec. Investec has absolute discretion as to whether or not to bring an action against the Company for breach of these undertakings, warranties and indemnities.

Investec has the right to terminate the Placing Agreement in certain circumstances, details of which are set out below.

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.

Application for admission to trading

Application has been made to the London Stock Exchange for admission of the Placing Shares to trading on AIM. Admission is conditional, inter alia, upon certain conditions in the Placing Agreement being satisfied and the Placing Agreement not having been terminated in accordance with its terms.

It is expected that Admission will become effective at 8.00 a.m. on 19 December 2017 and that dealings in the Placing Shares will commence at that time.

Participation in, and principal terms of, the Placing

Investec is acting as sole bookrunner, broker and nominated adviser to the Company in connection with the Placing and as agent for and on behalf of the Company in relation to the Placing. Investec, which is authorised by the PRA and regulated in the United Kingdom by the PRA and the FCA, is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Investec or for providing advice in relation to the matters described in this Announcement.

Participation in the Placing will only be available to persons who may lawfully be, and are, invited by Investec to participate. Each of Investec and any of their respective affiliates is entitled to participate in the Placing as principal.

The price per Placing Share is fixed at 375 pence and is payable to Investec by all Placees.

Each Placee's allocation will be confirmed orally to such Placee by Investec, as agent of the Company and a contract note will be dispatched as soon as possible thereafter. That oral confirmation will constitute an irrevocable, legally binding commitment upon that person (who at that point will become a Placee) in favour of the Company and Investec to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the articles of association of the Company. Except with Investec's consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.

Each Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by Investec which will confirm the number of Placing Shares allocated, the Placing Price and the aggregate amount owed by such Placee to Investec. The terms of this Appendix will be deemed incorporated in that contract note.

Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Investec (as agent for the Company), to pay on Admission to Investec (or as it 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 subscribe for and the Company has agreed to allot and issue to that Placee.

Each Placee will be deemed to have read and understood this Appendix in its entirety, to be participating in the Placing upon the terms and subject to the conditions contained in this Appendix and to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in this Appendix.

Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and settlement".

All obligations under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions to the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing".

By participating in the Placing, each Placee will agree 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.

To the fullest extent permitted by law and applicable FCA rules, none of (i) Investec, (ii) any of Investec's affiliates, agents, directors, officers, employees or consultants, (iii) to the extent not contained within (i) or (ii), any person connected with Investec as defined in FSMA ((ii) and (iii) being together "affiliates" and individually an "affiliate" of Investec) shall have any liability (including, to the extent permissible by law, any fiduciary duties) to Placees or to any person other than the Company in respect of the Placing. In particular, neither Investec nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of Investec's conduct of the Placing or of such alternative method of effecting the Placing as Investec and the Company may agree.

Conditions to the Placing

The Placing is conditional upon:

1.           inter alia the entry by the parties thereto into, and completion of, the Acquisition Agreement occurring in each case by no later than 4.30 p.m. on 15 December 2017 (or, such later time and date as Investec and the Company may agree);

2.           the Company confirming to Investec immediately prior to Admission, inter alia, that no circumstance giving rise to a right to terminate the Placing has arisen;

3.           the Acquisition Agreement remaining in full force and effect and the Company complying with its obligations under the Acquisition Agreement to the extent that they fall to be performed before Admission;

4.           none of the warranties in the Placing Agreement being or having become untrue, inaccurate or misleading in any respect at any time before the Placing Agreement would otherwise become unconditional and no fact, matter or circumstance having arisen which would render any of the warranties therein untrue, inaccurate or misleading at any time (by reference to facts, matters and circumstances subsisting from time to time) save in each case to the extent which Investec, in its absolute discretion, considers it is not material in the context of the Acquisition, the Placing and Admission;

5.           the Placing Shares having been allotted, subject only to Admission, credited as fully paid to the Placees (or to Investec or such other person(s) as Investec may nominate, as the case may be);

6.           the Company having complied with its obligations under the Placing Agreement to the extent such obligations fall to be performed prior to Admission;

7.           no matter having arisen before Admission which might reasonably be expected to give rise to a claim for indemnification by Investec under the Placing Agreement;

8.           in the opinion of Investec (acting in good faith) there having been no adverse change in the financial or trading position or prospects of the Group which would be likely to prejudice the success of the Placing or which would make it impractical or inadvisable to proceed with the Placing and Admission;

9.           Admission occurring by not later than 8.00 a.m. on 19 December 2017; and

10.         Investec not having elected to terminate the obligations of Placees to subscribe for Placing Shares in accordance with, and in the circumstances set out in, the Placing Agreement,

(all such conditions to the Placing in the Placing Agreement being together, the "conditions").

If any of the conditions to the Placing are not fulfilled within the stated time periods for their fulfilment (or such later time and/or date as Investec may agree in writing with the Company), or the Placing is terminated in the circumstances referred to under "Termination of the Placing" below, the Placing will lapse, the Placee's rights and obligations shall cease and terminate at such time, all monies received from Placees pursuant to the Placing shall be returned to Placees without interest, at the risk of the Placees and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.

Certain conditions may be waived in whole or in part by Investec in its absolute discretion by notice in writing to the Company and Investec may also agree in writing with the Company to extend the time for satisfaction of any condition. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.

Investec may elect to terminate the Placing in certain circumstances, details of which are set out below.

None of Investec or any of its respective affiliates, agents, directors, officers, employees or consultants 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 any of them 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 any of them 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 Investec.

Notwithstanding that the Placing may not proceed in the circumstances set out above, Investec's underwriting obligation terminates only in the event that the Acquisition has not been completed by 4:30p.m. on 15 December 2017 (or such later time and date as Investec and the Company may agree) and/or if Admission has not occurred by 19 December 2017 (or such later date as Investec and the Company may agree being not later than 31 December 2017).

Termination of the Placing

Investec may elect to terminate the Placing at any time prior to Admission if:

1.    there shall develop, occur or come into effect any substantial change in national or international political, military, diplomatic, terrorist, monetary, industrial, economic, financial or stock market conditions which would be likely to prejudice the success of the Placing or which would make it impracticable or inadvisable to proceed with the Acquisition or the Placing or with Admission; or

 

2.    there has been an adverse change in the financial or trading position or prospects of the Group which in the opinion of Investec, acting in good faith, would be likely to prejudice the success of the Placing or which would make it impractical or inadvisable to proceed with the Acquisition, the Placing or with Admission; or

 

3.    the Company fails to comply in any material respect with its obligations under the Acquisition Agreement, the Placing Agreement or with the requirements of any laws or regulations (including the AIM Company Rules) in relation to the Acquisition or the Placing or Admission; or

 

4.    any fact, matter or circumstance has arisen which constitutes or may constitute a material breach of any of the warranties contained in the Placing Agreement in the context of the Acquisition, the Placing and/or Admission or which indicates that any of the warranties contained therein has become or may become materially untrue, inaccurate or misleading in the context of the Acquisition, the Placing and/or Admission by reference to the facts and circumstances subsisting from time to time up to and including Admission; or

 

5.    any statement contained in any of the Placing Documents has become untrue, inaccurate or misleading which Investec (acting reasonably) considers to be material in the context of the Placing and/or Admission or matters have arisen which would, if the Placing Documents were issued at that time, constitute an omission therefrom which Investec (acting reasonably) considers to be material in the context of the Placing and/or Admission and such matter may not be addressed by the publication of a further document or the making of an announcement.

 

6.    any material breach of the Acquisition Agreement has occurred.

 

7.    the Acquisition Agreement is terminated or rescinded.

 

8.    any matter or circumstance which might give rise to a claim under the indemnities in the Placing Agreement.

 

If Investec elects to terminate the Placing in the circumstances set out above, the rights and obligations of each Placee in respect of the Placing as described in this Appendix shall cease and terminate at such time, all monies received from Placees without interest, at the risk of the Placee and no claim can be made or on behalf of by any Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Placing, each Placee agrees with Investec that the exercise by Investec of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of Investec and that Investec  need not make any reference to such Placee and that none of Investec or any of its affiliates, agents, directors, officers, employees or consultants shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By participating in the Placing, each Placee agrees with the Company and Investec that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it after the issue by Investec of a contract note confirming each Placee's allocation and commitment in the Placing.

Notwithstanding that Investec may elect to terminate the Placing in the circumstances set out above, Investec's underwriting obligation terminates only in the event that the Acquisition has not been completed by 4:30p.m. on 15 December 2017 (or such later date and time as Investec and the Company may agree) and/or if Admission has not occurred by 19 December 2017 (or such later time as Investec and the Company may agree, being no later than 31 December 2017).

No prospectus

No prospectus or offering document has been, or will be, submitted to be approved by the FCA in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) and subject to any further terms set forth in the contract notes to be sent to individual Placees.

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of Investec or the Company or any other person and none of Investec, the Company or any other person acting on such person's behalf nor any of their affiliates, agents, directors, officers, employees or consultants has or shall have any liability 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. 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. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Investec will act as settlement agent in respect of the Placing.

Settlement of transactions in the Placing Shares (ISIN: GB00BC7HSF74) following Admission will take place within the system administered by CREST, subject to certain exceptions. Investec reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees in certificated form if, in Investec's opinion, delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a contract note in accordance with the standing arrangements in place with Investec, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Investec and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with Investec.

The Company will deliver the Placing Shares to a CREST account operated by Investec as agent for the Company and Investec will enter its delivery (DEL) instruction into the CREST system. Investec will hold any Placing Shares delivered to this account as nominee for the Placees. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement will take place on 19 December 2017 in accordance with the instructions set out in the contract note.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by Investec.

Each Placee agrees that, if it does not comply with these obligations, Investec may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Company's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note 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 United Kingdom stamp duty or stamp duty reserve tax.

Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations and warranties

By participating in the Placing each Placee (and any person acting on such Placee's behalf) acknowledges, undertakes, represents, warrants and agrees with Investec (for itself and as agent on behalf of the Company) that (save where Investec expressly agrees in writing to the contrary):

1.    it has read and understood this Announcement (including this Appendix) and any other Placing Documents in their entirety and its acquisition of the Placing Shares is subject to the terms and conditions of the Placing as referred to and included in this Appendix;

 

2.    no prospectus or offering document has been prepared in connection with the Placing and that it has not received and will not receive a prospectus or other offering document in connection with the Placing;

 

3.    the Ordinary Shares are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM (collectively "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 the Placee is able to obtain or access such information or comparable information concerning any other publicly traded company without undue difficulty;

 

4.    (i) 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; (ii) neither Investec nor the Company nor any of their respective affiliates, agents, directors, officers, employees or consultants or any person acting on its or their behalf has provided, or will provide, it with any material regarding the Placing Shares in addition to this Announcement; and (iii) it has not requested Investec or the Company nor any of their respective affiliates, agents, directors, officers, employees or consultants or any person acting on its or their behalf to provide it with any such information;

 

5.    the content of this Announcement is exclusively the responsibility of the Company and that neither Investec nor any of its or their respective affiliates, agents, directors, officers, employees or consultants or any person acting on its or their behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously or concurrently published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or elsewhere;

 

6.    neither Investec nor the Company nor any of their respective affiliates, agents, directors, officers, employees or consultants or any person acting on its or their behalf has made any representations to it, express or implied, with respect to the accuracy, completeness or adequacy of any Exchange Information and each of them expressly disclaims any liability in respect thereof (save that nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation);

 

7.    the only information on which it has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and that it has not received or relied on any information given, or any representations, warranties or statements made, by Investec or the Company nor any of their affiliates, agents, directors, officers, employees or consultants or any person acting on its or their behalf and neither Investec nor the Company nor any of their affiliates, agents, directors, officers, employees or consultants or any person acting on its or their behalf will be liable for its decision to accept an invitation to participate in the Placing based on any information, representation, warranty or statement other than that contained in this Appendix;

 

8.    it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting this invitation to participate in the Placing  (save for any information set out in this Announcement);

 

9.    it has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges, agrees and undertakes that it will pay the total subscription amount in accordance with the terms of this Appendix on the due time and date set out herein or in the relevant contract note, failing which the relevant Placing Shares may be placed with other Placees, subscribed for by Investec as principal or sold at such price as Investec determines;

 

10.  it and/or each person on whose behalf it is participating: (i) is entitled to subscribe for the Placing Shares under the laws and regulations of all relevant jurisdictions; (ii) has fully observed such laws and regulations; (iii) has the requisite capacity and authority and is entitled to enter into and to perform its obligations as a subscriber for Placing Shares and will honour such obligations; and (iv) has obtained all necessary consents and authorities (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its subscription for Placing Shares;

 

11.  the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, Australia, New Zealand, Canada, the Republic of South Africa or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, New Zealand, Canada, the Republic of South Africa or Japan or in any country or jurisdiction where any such action for that purpose is required;

 

12.  it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed will not be, a resident of, or with an address in, or subject to the laws of, Australia, Canada, Japan, the Republic of South Africa or New Zealand, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, Japan, the Republic of South Africa or New Zealand and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;

 

13.  it is a person of a kind described in (i) Article 19(5) (Investment Professionals) and/or 49(2) (High net worth companies etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, and/or an authorised person as defined in section 31 of FSMA; and (ii) section 86(7) of FSMA ("Qualified Investor"), being a person falling within Article 2.1(e) the Prospectus Directive. For such purposes, it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

 

14.  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 and it acknowledges and agrees that Investec has not approved this Announcement in its capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;

 

15.  it has complied, and it will comply, with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of FSMA in respect of anything done in, from otherwise involving the United Kingdom);

 

16.  it will not make any offer to the public of the Placing Shares and it has not offered or sold, and will not offer or sell, any Placing Shares to persons in the United Kingdom or elsewhere in the EEA prior to Admission, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in the United Kingdom for the purposes of section 85(1) of FSMA or an offer to the public in any other member state of the EEA within the meaning of the Prospectus Directive (which includes any relevant implementing measure in any Member State of the EEA);

 

17.  it has not been engaged to subscribe for the Placing Shares on behalf of any other person who is not a Qualified Investor unless the terms on which it is engaged enable it to make decisions concerning the acceptance of offers of transferable securities on the client's behalf without reference to the client, as described in section 86(2) of FSMA;

 

18.  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 and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person and (ii) it is and will remain liable to the Company and/or Investec 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);

 

19.  no action has been or will be taken by any of the Company, Investec or any of their respective affiliates or any person acting on their behalf that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;

 

20.  it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 (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;

 

21.  it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, market abuse under the EU Market Abuse Regulation (No. 596/2014) and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;

 

22.  the allocation, allotment, issue and delivery to it, or the person specified by it for registration as a holder of Placing Shares, will not give rise to a stamp duty or stamp duty reserve tax liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that no instrument under which it subscribes for Placing Shares (whether as principal, agent or nominee) would be subject to stamp duty or the increased rates referred to in those sections and that it, or the person specified by it for registration as a holder of Placing Shares, is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;

 

23.  it, or the person specified by it for registration as a holder of the Placing Shares, 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), if any, payable on acquisition of any of the Placing Shares or the agreement to subscribe for the Placing Shares and acknowledges and agrees that neither Investec nor the Company nor any of their respective affiliates or any person acting on behalf of them will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing, and agrees to indemnify the Company and Investec on an after-tax basis in respect of the same, on the basis that the Placing Shares will be allotted to the CREST stock account of Investec who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

 

24.  neither Investec nor any of its affiliates nor any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this Announcement or for any information previously published by or on behalf of the Company or any other written or oral information made available to or publicly available or filed information or any representation, warranty or undertaking relating to the Company, and will not be liable for its decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement or elsewhere, provided that nothing in this paragraph shall exclude any liability of any person for fraud;

 

25.  neither  Investec, its affiliates nor any person acting on behalf of any of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that its participation in the Placing is on the basis that it is not and will not be a client of Investec and Investec has no duties or responsibilities to it for providing the protections afforded to its clients or customers under the rules of the FCA, for providing advice in relation to the Placing, in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of its rights and obligations thereunder, including any rights to waive or vary any conditions or exercise any termination right. In addition, any payment by it will not be treated as client money governed by the rules of the FCA;

 

26.  in order to ensure compliance with the Money Laundering Regulations 2007, Investec (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Investec or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Investec's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at Investec's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity Investec (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Investec and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

 

27.  Investec and each of its affiliates, each acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, Investec and/or any of its respective affiliates acting as an investor for its or their own account(s). Neither Investec nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

 

28.  these terms and conditions in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire shares pursuant to the Placing will be governed by and construed in accordance with English law 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 Investec in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

 

29.  the Company and Investec (including each of their respective affiliates, agents, directors, officers, employees and consultants) will rely upon the truth and accuracy of the foregoing agreements, acknowledgements, representations, warranties and undertakings which are given to Investec, on its own behalf and on behalf of the Company, and are irrevocable;

 

30.  it irrevocably appoints any duly authorised officer of Investec as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe or purchase upon the terms of this Appendix;

 

31.  (i) it has knowledge and experience in financial, business and international investment matters and is required to evaluate the merits and risks of subscribing for the Placing Shares; (ii) it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with, the Placing; and (iii) it has relied upon its own examination and due diligence of the Company and its associates, taken as a whole, and the terms of the Placing, including the merits and risks involved;

 

32.  if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;

 

33.  time is of the essence as regards its obligations under this Appendix;

 

34.  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 Investec;

 

35.  it will be bound by the terms of the articles of association of the Company;

 

36.  the Placing Shares will be issued subject to the terms and conditions of the Placing Agreement and this Appendix; and

 

37.  its commitment to subscribe for Placing Shares on the terms set out in this Appendix and in the contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that it will have no right to be consulted or require that their consent be obtained with respect to the Company's or Investec's conduct of the Placing.

 

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, and Investec and each of their respective affiliates, agents, directors, officers, employees and consultants 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 given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred by the Company, and/or Investec and each of their respective affiliates, agents, directors, officers, employees and consultants arising from the performance of the Placee's obligations as set out in this Appendix, and further agrees that the provisions of this Appendix shall survive after completion of the Placing.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company.  Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service.  If there are any such arrangements, or the settlement related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable.  In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor Investec shall be responsible for such stamp duty or stamp duty reserve tax.  If this is the case, each Placee should seek its own advice and they should notify Investec accordingly.  In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect 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 non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and  Investec in the event that either the Company and/or Investec have incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to Investec for itself and on behalf of the Company and are irrevocable and will survive completion of the Placing.

Each Placee, and any person acting on behalf of the Placee, acknowledges and agrees that Investec does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.

When a Placee or person acting on behalf of the Placee is dealing with Investec, any money held in an account with Investec on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA. Each Placee acknowledges and agrees that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Investec's money in accordance with the client money rules and will be used by Investec in the course of its own business; and the Placee will rank only as a general creditor of Investec.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

All times and dates in this Announcement are to London time and may be subject to amendment.

This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the Directors' current intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this Announcement are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. While the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the AIM Rules, the Company undertakes no obligation to publicly release the results of any revisions to any forward-looking statements in this Announcement that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this Announcement.

No statement in this Announcement is intended to be a profit forecast, and no statement in this Announcement 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 price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares.  Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

DEFINITIONS

In addition to the terms previously defined, the following definitions apply throughout this Appendix unless the context otherwise requires:

"AIM" AIM, the market of that name operated by the London Stock Exchange;

"AIM Rules" the AIM rules for Companies, incorporating guidance notes, published by the London Stock Exchange as at the date of this Announcement;

"Announcement" this announcement;

"Appendix" the appendix to this Announcement;

"EEA" European Economic Area;

"Enlarged Share Capital" the entire issued share capital of the Company immediately following the issue and allotment of the Placing Shares;

"FCA" the Financial Conduct Authority

"FSMA" the Financial Services and Markets Act of 2000 (as amended);

"Investec" Investec Bank plc, a company incorporated in England and Wales with registered number 489604;

"LIBOR" the London Interbank Offered Rate;

"London Stock Exchange" London Stock Exchange plc;

"Placee" a person who participates in the Placing;

"Placing Documents" together the Presentation and Announcement;

"PRA" the Prudential Regulation Authority in the UK;

"Presentation" the presentation by the Company in the marketing of the Placing to institutional investors;

"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland;

"US Securities Act" the US Securities Act of 1933, as amended; and

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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Proposed acquisition and placing - RNS