TIDMNETD
RNS Number : 6219E
NetDimensions (Holdings) Limited
05 November 2015
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION
CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE
UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN, NEW ZEALAND OR ANY JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL.
NetDimensions (Holdings) Limited
("NetDimensions" or "the Company")
Placing to raise GBP7.2 million
NetDimensions (AIM: NETD; OTCQX: NETDY), a global provider of
performance, knowledge and learning management systems, is pleased
to announce the conditional placing of 12,000,000 new ordinary
shares ("New Ordinary Shares") of US$0.001 each (par value) in the
Company at a price of 60 pence per share ("Placing Price") to raise
gross proceeds of GBP7.2m.
The New Ordinary Shares represent approximately 30.7 per cent of
the issued ordinary share capital of the Company prior to the
Placing and 23.5 per cent. of the Enlarged Share Capital. The New
Ordinary Shares have been conditionally placed with new and
existing investors. The Placing Price represents a 4.8 per cent
discount to the closing middle market price of 63 pence on 4
November 2015, being the last trading day immediately preceding the
date of this Announcement.
Background to and reasons for the Placing and use of
proceeds
The Company has positioned itself to take advantage of the
growth opportunities available globally and, via its network of
consulting partners and resellers, has a presence in major software
markets around the world.
The Board will apply the proceeds from the Placing to capitalise
on opportunities in global markets for enterprise talent management
solutions, in particular across the High Consequence Industries
identified by the Board, being Healthcare, Life Sciences,
Manufacturing, Transportation, Energy and Financial Services and
including previously announced contract wins. These opportunities
include complex deployments with large multinational manufacturing
groups.
Jay Shaw, NetDimensions CEO, commented: "Global spending on
integrated Talent Management Systems is estimated at more than
US$6bn in 2014 and with the support of our existing and new
shareholders we have the opportunity to continue to accelerate our
growth towards our target of US$50m by the end of 2018"
Further details of the Placing
The New Ordinary Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with the existing
Ordinary Shares. The Placing is conditional, inter alia, on the
admission of the New Ordinary Shares to trading on AIM and the
Placing Agreement not being terminated by Panmure Gordon (UK)
Limited ("Panmure Gordon") prior to Admission. Application has been
made to the London Stock Exchange for the New Ordinary Shares to be
admitted to trading. It is expected that Admission will take place
and that dealings in the New Ordinary Shares will commence at 8.00
a.m. on 10 November 2015.
The Appendix to this announcement (which forms part of this
announcement) sets out the terms and conditions of the Placing.
Persons who have chosen to participate in the Placing, by making an
oral or written offer to acquire 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 and acknowledgements contained in the
Appendix.
Related Party Transaction
Henderson Global Investors Limited ("Henderson") is a related
party under the AIM Rules by virtue of being a substantial
shareholder in the Company as defined in the AIM Rules. The issue
of 2,900,000 Ordinary Shares to Henderson therefore constitutes a
related party transaction as defined in the AIM Rules.
Accordingly, as required by the AIM Rules, the independent
directors (being each of the directors with the exception of James
Brooke, who is also a fund manager at Henderson), having consulted
with the Company's nominated adviser, Panmure Gordon, consider that
the terms of the transaction are fair and reasonable insofar as the
Company's shareholders are concerned.
Total voting rights
Following Admission the total number of Ordinary Shares with
voting rights in issue will be 51,150,226. There are no shares held
in treasury. The above figure of 51,150,226 Ordinary Shares may be
used by shareholders in the Company 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 the in accordance with the Company's articles of
association.
For further information:
NetDimensions (Holdings) Limited Tel: +852 2122 4500
Jay Shaw / Matthew Chaloner
Panmure Gordon (UK) Limited (Nomad Tel: +44 20 7886 2500
& Broker)
Fred Walsh / Peter Steel / James
Greenwood (Investment Banking)
Erik Anderson / Tom Nicholson (Corporate
Broking)
Walbrook PR Ltd (Financial Public Tel: +44 20 7933 8792
Relations)
Paul Cornelius / Sam Allen / Nick netdimensions@walbrookpr.com
Rome
THE APPENDIX
TERMS AND CONDITIONS
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE
PLACING.
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 EUROPEAN ECONOMIC AREA
WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E)
OF THE PROSPECTUS DIRECTIVE ("QUALIFIED INVESTORS"); AND (B) IN THE
UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND FALL WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN
ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER (ALL SUCH PERSONS REFERRED TO IN
(A) AND (B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN 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 APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN
ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING
SHARES.
This announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any decision in respect of the
Company or other evaluation of any securities of the Company or any
other entity and should not be considered as a recommendation that
any investor should subscribe for or purchase any such
securities.
Placees will be deemed to have read and understood this
announcement in its entirety and to be making such offer on the
terms and conditions, and to be providing the representations,
warranties, acknowledgements and undertakings, contained in this
Appendix. In particular each such Placee represents, warrants and
acknowledges that:
a) it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
b) it is acquiring the Placing Shares for its own account or for
an account with respect to which it exercises sole investment
discretion, and that it (and any such account) is outside the
United States and is acquiring the Placing Shares in an "offshore
transaction" in accordance with Regulation S under the Securities
Act; and
c) if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, that any Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public other
than an offer or resale in a member state of the European Economic
Area which has implemented the Prospectus Directive to Qualified
Investors, or in circumstances in which the prior consent of
Panmure Gordon has been given to each such proposed offer or
resale.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any State securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is unlawful.
The Placing Shares are being offered and sold outside the United
States in accordance with Regulation S under the Securities
Act.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the announcement of which it forms part should
seek appropriate advice before taking any action.
Details of the Placing and Subscription
(MORE TO FOLLOW) Dow Jones Newswires
November 05, 2015 02:00 ET (07:00 GMT)
Panmure Gordon has today entered into the Placing Agreement
under which, subject to the conditions set out in that agreement,
Panmure Gordon has agreed to use its reasonable endeavours to
procure subscribers for the Placing Shares at the Placing Price
with certain institutional and other investors, as further
described in this Announcement and as set out in the Placing
Agreement. No element of the Placing is underwritten.
Simultaneously with the Placing, the Subscriber will subscribe for
the Subscription Shares at the Placing Price on the terms of the
Subscription Letter.
The Placing is conditional upon the Placing Agreement becoming
unconditional in all respects.
The New Ordinary 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 dividends and other
distributions declared or made following Admission.
Application for Admission
Application will be made to the London Stock Exchange for
admission of the New Ordinary Shares to trading on AIM. Admission
is conditional upon, amongst other things, the 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 10 November
2015 and that dealings in the New Ordinary Shares will commence at
that time.
Participation in, and principal terms of, the Placing
1. Panmure Gordon is acting as broker and agent of the Company
in respect of the Placing Shares.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Panmure Gordon.
3. The Placing Price and the number of Placing Shares to be
issued have been agreed between Panmure Gordon and the Company
following completion of the Bookbuild.
4. Each prospective Placee's Placing Participation has been
determined by Panmure Gordon in its absolute discretion and
confirmed orally and/or via written correspondence by Panmure
Gordon as agent of the Company. That oral and/or written
confirmation constitutes an irrevocable legally binding commitment
upon that person (who will at that point become a Placee) to
subscribe for the number of Placing Shares allocated to it at the
Placing Price on the terms and conditions set out in this
Announcement and in accordance with the Company's articles of
association.
5. Each Placee also has an immediate, separate, irrevocable and
binding obligation, owed to Panmure Gordon as agent of the Company,
to pay in cleared funds immediately on the settlement date in
accordance with the registration and settlement requirements set
out below, an amount equal to the product of the Placing Price and
the number of Placing Shares that such Placee has agreed to acquire
in connection with the Placing, conditional upon Admission becoming
effective.
6. Irrespective of the time at which a Placee's Placing
Participation 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".
7. Each Placee will be deemed to have read and understood this
Announcement in its entirety, to be participating in the Placing
upon the terms and conditions contained in this Announcement, and
to be providing the representations, warranties, agreements,
acknowledgements and undertakings, in each case as contained in
this Announcement.
8. Completion of the Placing will be subject to the fulfilment
of the conditions referred to below under "Conditions of the
Placing" and to the Placing not being terminated on the basis
referred to below under "Termination of the Placing Agreement". In
the event that the Placing Agreement does not become unconditional
in all respects or is terminated, the Placing will not proceed and
all funds delivered by you to us in respect of your Placing
Participation will be returned to you at your risk without
interest.
9. 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.
10. To the fullest extent permissible by law, neither (i)
Panmure Gordon, nor (ii) any of its directors, officers, employees
or consultants, nor (iii) to the extent not contained in (i) or
(ii), any person connected with Panmure Gordon as defined in the
FCA Rules ((i), (ii) and (iii) being together "affiliates" and
individually an "affiliate"), shall have any liability to Placees
(or to any other person whether acting on behalf of a Placee or
otherwise). In particular, Panmure Gordon nor any of its affiliates
shall have any liability (including to the extent permissible by
law, any fiduciary duties) in respect of Panmure Gordon's conduct
of the Bookbuild or of such alternative method of effecting the
Placing as Panmure Gordon and the Company may agree.
Conditions of the Placing
The obligations of Panmure Gordon under the Placing Agreement
are conditional on, amongst other things:
(a) the representations and warranties contained in the Placing
Agreement being true, accurate and not misleading in any material
respect as at the date of the Placing Agreement and at all times up
to and including Admission (in each case in the opinion of Panmure
Gordon, acting in good faith) by reference to the facts and
circumstances existing from time to time;
(b) the Company having complied with all of its obligations
under the Placing Agreement (to the extent such obligations fall to
be performed prior to Admission); and
(c) Admission taking place by 8.00 a.m. on 10 November 2015 (or
such other later date as may be agreed between the parties).
If any of the conditions contained in the Placing Agreement are
not fulfilled (or waived) by the respective time or date where
specified or the Placing Agreement is terminated, the Placing will
not proceed and the Placee's 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.
Panmure Gordon and the Company may agree in writing to extend
the time and/or date by which any of the conditions contained in
the Placing Agreement are required to be fulfilled to no later than
8.00 a.m. on the Long Stop Date.
Panmure Gordon may, at its discretion and upon such terms as it
thinks fit, waive 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, to the extent permitted by law
or regulations. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
Neither Panmure Gordon, nor the Company nor any other person
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 the 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 Panmure
Gordon.
Termination of the Placing Agreement
Panmure Gordon is entitled, at any time before Admission, to
terminate the Placing Agreement by giving notice to the Company at
any time prior to Admission if Panmure Gordon is of the opinion
(acting in good faith but in its absolute discretion), that:
a) any statement contained in this Announcement or any other
announcement relating to the Placing has become or been discovered
to be untrue, incorrect or misleading in any material respect or
there has arisen or been noted any material new factor, mistake or
inaccuracy relating to the information in those documents; or
b) any of the warranties contained in the Placing Agreement is
untrue, inaccurate or misleading when made and/or that any of the
warranties have ceased to be true or accurate or has become
misleading in each case in any material respect by reference to the
facts and circumstances from time to time subsisting or a matter
has arisen which gives rise to a claim under the indemnities in the
Placing Agreement in any material respect; or
c) the Company has failed or will be unable to comply with any
of its obligations under the Placing Agreement or otherwise
relating to the Placing and which is material in the context of the
Group, the Placing Agreement or the Placing; or
d) any of the conditions to the Placing shall have become
incapable of fulfilment before the Long Stop Date and has not been
waived; or
e) there has occurred any Material Adverse Change; or
f) there has occurred any Force Majeure Event.
Upon such termination, the parties to the Placing Agreement
shall be released and discharged (except for any liability arising
before or in relation to such termination) from their respective
obligations under or pursuant to the Placing Agreement subject to
certain exceptions.
By participating in the Placing, Placees agree that the exercise
by Panmure Gordon of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion
of Panmure Gordon and that it need not make any reference to
Placees and that they shall have no liability to Placees whatsoever
in connection with any such exercise or failure so to exercise.
No prospectus
No offering document, prospectus or admission document has been
or will be submitted to be approved by the FCA or submitted to 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 released by the Company today.
(MORE TO FOLLOW) Dow Jones Newswires
November 05, 2015 02:00 ET (07:00 GMT)
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, representation,
warranty, or statement made by or on behalf of the Company or
Panmure Gordon or any other person (including but not limited to
any draft announcement given by the Company in connection with this
Placing) and neither Panmure Gordon nor 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. 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
Settlement of transactions in the Placing Shares following
Admission will take place within the system administered by
Euroclear UK & Ireland Limited ("CREST"), subject to certain
exceptions. The Company reserves the right to require settlement
for and delivery of the Placing Shares (or a portion thereof) to
Placees in certificated form if, in Panmure Gordon's opinion,
delivery or settlement is not possible or practicable within the
CREST system or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a contract note (if affirmation is not sent electronically) stating
the number of Placing Shares to be allocated to it at the Placing
Price and settlement instructions.
For the avoidance of doubt, it is expected that Placing
allocations will be booked with a trade date of 5 November 2015 and
settlement date of 10 November 2015, the date of Admission.
The Company will deliver the Placing Shares to the CREST
accounts operated by Panmure Gordon as agent for the Company and
Panmure Gordon will enter its delivery (DEL) instruction into the
CREST system. 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 10 November
2015, on a delivery versus payment basis.
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 Panmure Gordon.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Company 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 trade 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. 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):
1) represents and warrants that it has read this Announcement
(including the Appendix) in its entirety;
2) confirms that the exercise by Panmure Gordon of any right of
termination or any right of waiver contained in the Placing
Agreement, including without limitation the right to terminate the
Placing Agreement, is within the absolute discretion of Panmure
Gordon and it will not have any liability to any Placee whatsoever
in connection with any decision to exercise or not to exercise any
such rights;
3) acknowledges that if (i) any of the conditions in the Placing
Agreement are not satisfied (or, where relevant, waived), or (ii)
the Placing Agreement is terminated or (iii) the Placing Agreement
does not otherwise become unconditional in all respects, the
Placing will lapse and its rights and obligations hereunder shall
cease and determine at such time and no claim shall be made by any
Placee in respect thereof;
4) acknowledges that no offering document, prospectus or
admission document has been or will be prepared in connection with
the Placing and represents and warrants that it has not received a
prospectus, admission document or other offering document in
connection with the Placing or the Placing Shares;
5) acknowledges that 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, 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;
6) acknowledges that neither Panmure Gordon nor the Company nor
any of their respective affiliates nor 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 this Announcement; nor has it requested any of
Panmure Gordon, the Company, any of their respective affiliates nor
any person acting on behalf of any of them to provide it with any
such information;
7) acknowledges that (i) it is not and, if different, the
beneficial owner of the Placing Shares is not and at the time the
Placing Shares are acquired will not be a resident of the United
States, Australia, Canada, the Republic of South Africa, the
Republic of Ireland, Japan or New Zealand, and (ii) that the
Placing Shares have not been and will not be registered under the
securities legislation of the United States, Australia, Canada, the
Republic of South Africa, the Republic of Ireland, Japan or New
Zealand and, subject to certain exceptions, may not be offered,
sold, taken up, renounced or delivered or transferred, directly or
indirectly, in or into those jurisdictions;
8) acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that neither
Panmure Gordon nor any person acting on its behalf has or shall
have any liability for any information, representation or statement
contained in this Announcement or any information previously
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 otherwise. Each Placee further represents, warrants
and agrees that the only information on which it is entitled to
rely and on which such Placee has relied in committing itself to
subscribe for the Placing Shares is contained in this Announcement
and any information previously published by the Company by
notification to a Regulatory Information Service, such information
being all that it deems necessary to make an investment decision in
respect of the Placing Shares and that it has neither received nor
relied on any other information given or representations,
warranties or statements made by either of Panmure Gordon or the
Company and neither of Panmure Gordon nor the Company will be
liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information,
representation, warranty or statement. Each Placee further
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
deciding to participate in the Placing;
9) represents and warrants that neither it, nor the person
specified by it for registration as a holder of Placing Shares is,
or is acting as nominee or agent for, and that the Placing Shares
will not be allotted to, a person who is or may be liable to stamp
duty or stamp duty reserve tax under any of sections 67, 70, 93 and
96 of the Finance Act 1986 (depositary receipts and clearance
services);
10) represents and warrants that 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 (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. If within a reasonable time after a
request for verification of identity Panmure Gordon has not
received such satisfactory evidence, Panmure Gordon may, in its
absolute discretion, terminate your Placing Participation in which
event all funds delivered by you to Panmure Gordon (if any) will be
returned without interest to the account of the drawee bank or
CREST account from which they were originally debited;
(MORE TO FOLLOW) Dow Jones Newswires
November 05, 2015 02:00 ET (07:00 GMT)
11) if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive (including any relevant
implementing measure in any member state), represents and warrants
that the Placing Shares subscribed for by it in the Placing will
not be acquired on a non-discretionary basis on behalf of, nor will
they be acquired with a view to their offer or resale to, persons
in a member state of the European Economic Area which has
implemented the Prospectus Directive other than to qualified
investors, or in circumstances in which the prior consent of
Panmure Gordon has been given to the proposed offer or resale;
12) represents and warrants that it has not offered or sold and,
prior to the expiry of a period of six months from Admission, will
not offer or sell any Placing Shares to persons in the United
Kingdom, 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 and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of FSMA;
13) represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the
European Economic Area 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
any member state of the European Economic Area within the meaning
of the Prospectus Directive (Directive 2003/71/EC) (including any
relevant implementing measure in any member state);
14) represents and warrants that 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;
15) represents and warrants that it has complied and will comply
with all applicable provisions of FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
16) represents and warrants that it is a person falling within
Article 19(5) and/or Article 49(2)(a) to (d) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 or
is a person to whom this Announcement may otherwise be lawfully
communicated and that any offer of Placing Shares may only be
directed at persons to the extent in member states of the European
Economic Area who are "qualified investors" within the meaning of
Article 2(1)(e) of the Prospectus Directive and represents and
warrants that it is such a qualified investor;
17) represents and warrants that it and any person acting on its
behalf is entitled to subscribe for and purchase the Placing Shares
under the laws of all relevant jurisdictions which would apply to
it, and that its, and any person acting on its behalf's,
subscription of the Placing Shares will be in compliance with
applicable laws and regulations in the jurisdiction of its
residence, the residence of the Company, or otherwise;
18) represents and warrants, without prejudice to the generality
of paragraph 17 above, either that it is outside of the United
States, it is not a "U.S. person" and is subscribing for the
Placing Shares in an "offshore transaction" (within the meaning of
Regulation S under the Securities Act);
19) undertakes 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 Panmure Gordon may in its
discretion determine and without liability to such Placee;
20) acknowledges that its allocation (if any) of Placing Shares
will represent a maximum number of Placing Shares which it will be
entitled, and required, to acquire in connection with the Placing,
and that the Company or Panmure Gordon may call upon it to acquire
a lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
21) acknowledges that (i) neither Panmure Gordon, nor any of its
affiliates, nor any person acting on behalf 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 participation in the Placing is on the basis that it is not
and will not be a client Panmure Gordon for the purposes of the
Placing and that Panmure Gordon has no duties or responsibilities
to it for providing the protections afforded to their clients or
customers or for providing advice in relation to the Placing nor in
respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor 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 and (ii) that neither it nor, as the case may
be, its clients expect Panmure Gordon to have any duties or
responsibilities to it similar or comparable to the duties of "best
execution" and "suitability" imposed by the Conduct of Business
Sourcebook contained in the FCA's Handbook of Rules and Guidance,
and that Panmure Gordon is not acting for it or its clients, and
that Panmure Gordon will not be responsible to any person other
than the Company for providing protections afforded to its
clients;
22) represents and warrants that the person whom it specifies
for registration as holder of the Placing Shares will be (i) itself
or (ii) its nominee, as the case may be. Neither Panmure Gordon nor
the Company 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 it agrees to
indemnify the Company and Panmure Gordon in respect of the same on
the basis that the Placing Shares will be allotted to the CREST
stock account of Panmure Gordon who will hold them as nominee on
behalf of such Placee until settlement in accordance with its
standing settlement instructions;
23) acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions and any non-contractual obligations arising out of or in
connection with such agreements 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 Panmure Gordon 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;
24) acknowledges that Panmure Gordon and its affiliates will
rely upon the truth and accuracy of the representations, warranties
and acknowledgements set forth herein and which are
irrevocable;
25) agrees to indemnify and hold the Company, Panmure Gordon and
their respective 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 Announcement and further agrees that the
provisions of this Announcement shall survive after completion of
the Placing;
26) acknowledges that its commitment to acquire Placing Shares
on the terms set out herein will continue notwithstanding any
amendment that may in future be made to the terms of the Placing
and that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's conduct of
the Placing. The foregoing representations, warranties and
confirmations are given for the benefit of the Company and Panmure
Gordon;
27) the agreement to settle a Placee's acquisition (and/or the
acquisition by 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 the acquisition by it and/or such
person direct from the Company for the Placing Shares in question.
Such agreement assumes, and is based on a warranty from each
Placee, that neither it, nor the person specified by it for
registration as holder, of Placing Shares is, or is acting as
nominee or agent for, and that the Placing Shares will not be
acquired by, a person who is or may be liable to stamp duty or
stamp duty reserve tax under any of sections 67, 70, 93 and 96 of
the Finance Act 1986 (depositary receipts and clearance services).
If there are any such arrangements, or the settlement relates to
any other dealing in the Placing Shares, additional stamp duty or
stamp duty reserve tax may be payable. In that event the Placee
agrees that it shall be responsible for such additional stamp duty
or stamp duty reserve tax, and neither the Company nor Panmure
Gordon shall be responsible for such additional stamp duty or stamp
duty reserve tax. If this is the case, each Placee should seek its
own advice and notify Panmure Gordon accordingly;
(MORE TO FOLLOW) Dow Jones Newswires
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28) understands that no action has been or will be taken by any
of the Company, Panmure Gordon or any person acting on behalf of
the Company or Panmure Gordon that would, or is intended to, permit
a public offer of the Placing Shares in any country or jurisdiction
where any such action for that purpose is required;
29) confirms that it has knowledge and experience in financial,
business and international investment matters as is required to
evaluate the merits and risks of subscribing for the Placing
Shares. It further confirms that it is experienced in investing in
securities of this nature in this sector, is familiar with the
market in which the Company operates 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. It
further confirms that it relied on 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;
30) represents and warrants that it has (a) made its own
assessment and satisfied itself concerning legal, regulatory, tax,
business and financial considerations in connection herewith to the
extent it deems necessary; (b) had access to review publicly
available information concerning the Group that it considers
necessary or appropriate and sufficient in making an investment
decision; (c) reviewed such information as it believes is necessary
or appropriate in connection with its subscription of the Placing
Shares; and (d) made its investment decision based upon its own
judgement, due diligence and analysis and not upon any view
expressed or information provided by or on behalf of Panmure Gordon
or any of its affiliates;
31) understands that it may not rely on any investigation that
Panmure Gordon or any person acting on its behalf may or may not
have conducted with respect to the Company, its group, or the
Placing and Panmure Gordon has not made any representation to it,
express or implied, with respect to the merits of the Placing, the
subscription for the Placing Shares, or as to the condition,
financial or otherwise, of the Company, its Group, or as to any
other matter relating thereto, and nothing herein shall be
construed as a recommendation to it to subscribe for the Placing
Shares. It acknowledges and agrees that no information has been
prepared by Panmure Gordon or the Company for the purposes of this
Placing;
32) acknowledges that all representations, warranties,
acknowledgements, undertakings and agreements which have been made
in this Announcement shall survive the transaction and the delivery
of the Placing Shares; and
33) represents, warrants and agrees that it will not hold
Panmure Gordon or any of its affiliates or any person acting on its
behalf responsible or liable for any misstatements in or omission
from any publicly available information relating to the Group or
information made available (whether in written or oral form) in
presentations or as part of roadshow discussions with investors
relating to the Group (the "Information") and that neither Panmure
Gordon nor any person acting on its behalf, makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such Information or accepts any
responsibility for any of such Information.
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
United Kingdom by them or any other person on the subscription by
them of any Placing Shares or the agreement by them to subscribe
for any Placing Shares.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that neither Panmure Gordon nor any of its
affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with Panmure Gordon, any money held in an account with
Panmure Gordon 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.
The Placee acknowledges 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 Panmure Gordon's money in
accordance with the client money rules and will be used by Panmure
Gordon in the course of its own business; and the Placee will rank
only as a general creditor of Panmure Gordon.
All times and dates in this Announcement may be subject to
amendment. Panmure Gordon shall notify the Placees and any person
acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Admission" admission of the Placing Shares
to trading on AIM becoming effective
in accordance with Rule 6 of
the AIM Rules
"Affiliates" any person that directly, or
indirectly through one or more
intermediaries, controls or is
controlled by, or is under common
control with, the person specified
"AIM" the market of that name operated
by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies as
published by the London Stock
Exchange from time to time
"Announcement" means this announcement (including
the Appendix to this announcement)
"Bookbuild" the book-building exercise undertaken
by Panmure Gordon
"Company" or "The Company" NetDimensions (Holdings) Limited
"CREST" the relevant system (as defined
in the Uncertificated Securities
Regulations 2001) for the paperless
settlement of trades and the
holding of uncertificated securities
operated by Euroclear UK & Ireland
Limited
"Directors" or "Board" the directors of the Company,
or any duly authorised committee
thereof
"Enlarged Share Capital" the issued ordinary share capital
of the Company immediately following
Admission
"Existing Ordinary Shares" the 39,150,226 Ordinary Shares
in issue at the date of this
Announcement
"FCA" the Financial Conduct Authority
in its capacity as the competent
authority for the purposes of
Part VI of FSMA
"Force Majeure" means any unforeseen circumstance
not within the reasonable control
of the affected party including,
without limitation, any strike,
civil commotion, act of terrorism,
riot, war, threat of war, political
upheaval, market conditions including
fluctuations in exchange rates
and any fire, explosion, storm,
flood, earthquake or other natural
physical disaster
"FSMA" the Financial Services and Markets
Act of 2000 (as amended).
"Group" the Company, its subsidiaries
and its subsidiary undertakings
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 24 November 2015
"Material Adverse Change" any adverse change in, or any
development reasonably likely
to involve an adverse change
in, the condition (financial,
operational, legal or otherwise),
earnings, business, management,
property, assets, rights, results,
operations or prospects of the
Company or the Group which is
material in the context of the
Company or the Group taken as
a whole, whether or not arising
in the ordinary course of business;
"New Ordinary Shares" means the Placing Shares and
the Subscription Shares;
"Ordinary Shares" ordinary shares of US$0.001 each
in the capital of the Company
"Panmure Gordon" Panmure Gordon (UK) Limited,
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