TIDMRDT
RNS Number : 8510K
Rosslyn Data Technologies PLC
30 August 2023
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION
CONTAINED HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND
IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND, THE
REPUBLIC OF SOUTH AFRICA, HONG KONG OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE
ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA,
HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF
THE FUNDRAISING SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY
FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A
VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS. PLEASE SEE
THE IMPORTANT INFORMATION IN THE APPIX TO THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 (AS AMED) (WHICH FORMS PART
OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (AS AMED)). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
30 August 2023
Rosslyn Data Technologies plc
("Rosslyn", the "Group" or the "Company")
Proposed Placing and Subscription to raise a minimum of GBP2.7
million
Launch of Accelerated Bookbuild
Proposed Issue of Convertible Loan Notes to raise GBP600,000
Proposed Retail Offer to raise up to GBP0.5 million
Proposed Share Capital Consolidation
and
Notice of General Meeting
Rosslyn (AIM: RDT), the provider of a leading cloud-based
enterprise data analytics platform , is pleased to announce a
proposed fundraising by way of an accelerated bookbuild to raise a
minimum of GBP3.3 million (before expenses) via a conditional
placing and subscription of new Ordinary Shares at the Issue Price
of 0.5 pence per Fundraising Share and the issue of Convertible
Loan Notes to certain institutional and other investors. The
Placing, which is being conducted by way of an accelerated
bookbuild, will commence immediately following this
Announcement.
In addition to the Placing and Subscription, it is proposed that
there will be a separate conditional retail offer to existing
Shareholders via the Bookbuild Platform to raise up to GBP0.5
million (before expenses) at the Issue Price. The Retail Offer aims
to provide existing retail Shareholders in the Company an
opportunity to participate in the Fundraising. A separate
announcement will be made shortly by the Company regarding the
Retail Offer and its terms. Those investors who subscribe for
Fundraising Shares pursuant to the Retail Offer will do so pursuant
to the terms and conditions of the Retail Offer contained in that
announcement. For the avoidance of doubt, the Retail Offer is not
part of the Placing.
The Issue Price of 0.5 pence per Fundraising Share represents a
nil discount to the closing mid-market price on 29 August 2023
(being the latest practicable date prior to the date of this
Announcement).
The Fundraise is conditional on, inter alia, shareholder
approval of certain resolutions to be proposed at a general meeting
of the Company to be held on 18 September 2023. Cenkos Securities
plc ("Cenkos") is acting as nominated adviser, sole broker and sole
bookrunner in connection with the Placing. If the Resolutions are
passed at the General Meeting, the Placing Shares, Subscription
Shares and the Retail Offer Shares are expected to be admitted to
trading on AIM at 8.00 am on 19 September 2023.
The Company also announces that it is carrying out a
consolidation to reduce the number of Ordinary Shares in issue by a
factor of 50. The Company currently has 339,862,521 Ordinary Shares
in issue. This is a significant number of shares for a Company with
a market capitalisation of approximately GBP1.7 million as at 29
August 2023. The Board considers that the effect of the
Consolidation will be to improve market liquidity by reducing
volatility and spread of the Company's Ordinary Shares and make
trading in the Company's shares more attractive to a broader range
of institutional investors and other members of the investing
public.
The Company will be posting a circular to Shareholders on 31
August 2023 ("Circular") detailing the Fundraising and the
Consolidation, and also convening the General Meeting at which the
Resolutions will be proposed. The Circular will be available to
view on the Company's website at https://www.rosslyn.ai/investors
.
Capitalised terms in this Announcement shall have the same
meaning as in the Circular.
Paul Watts, Chief Executive Officer of Rosslyn, commented:
"The last year has been a transformative period for Rosslyn in
which we have strengthened and refined our position as a leading
provider of procurement analytics solutions. With the restructuring
of our business, launch of an upgraded SaaS platform and execution
on a new partner-led go-to-market strategy, we have established
solid foundations for growth and are now well-positioned in a
marketplace that is ripe for disruption.
This fundraising will enable us to drive revenue growth and
provide a pathway to profitability thanks to our scalable business
model. It will also allow us to seek to capitalise on the exciting
innovation opportunities offered by emerging technologies, such as
generative AI. Accordingly, the Board recommends all shareholders
vote in favour of the Resolutions."
Further details of the Fundraising and the Consolidation are set
out below.
For further information please contact:
Rosslyn
Paul Watts, Chief Executive Officer
James Appleby, Chairman +44 (0)20 3285 8008
--------------------
Cenkos Securities (Nominated adviser
and Broker)
--------------------
Stephen Keys/Camilla Hume/George
Lawson +44 (0)20 7397 8900
--------------------
Gracechurch Group (Financial PR)
--------------------
Claire Norbury/Anysia Virdi +44 (0)20 4582 3500
--------------------
Expected timetable of principal events
2023
Announcement of the Placing, Subscription, 30 August
Issue of Convertible Loan Notes and Retail
Offer
-------------------
Announcement of the results of the Placing 31 August
-------------------
Posting and publication of the Circular and 31 August
Form of Proxy
-------------------
Announcement of the result of the Retail Offer 5 September
-------------------
Latest time and date for receipt of completed 11.00 a.m. on 14
Forms of Proxy or electronic proxy appointments September
for use at the General Meeting
-------------------
General Meeting 11.00 a.m. on 18
September
-------------------
Announcement of the result of the General Meeting 18 September
-------------------
First Admission effective and commencement 8.00 a.m. on 19
of dealings in the Fundraising Shares on AIM September
-------------------
Fundraising Shares credited to CREST members' 19 September
accounts
-------------------
Record Date and completion of the Consolidation 6.00 p.m. on 19
September
-------------------
Second Admission effective and commencement 8.00 a.m. on 20
of dealings in the New Consolidated Ordinary September
Shares on AIM
-------------------
New Consolidated Ordinary Shares credited to 20 September
CREST stock accounts
-------------------
Despatch of definitive share certificates in within 10 Business
respect of New Consolidated Ordinary Shares Days of Second
to be issued in certificated form Admission
-------------------
Long Stop Date 8:00 a.m. on 11
October
-------------------
Each of the times and dates refer to London (UK) time and are
subject to change by the Company (with the agreement of Cenkos), in
which case details of the new times and dates will be notified to
the London Stock Exchange and the Company will, if appropriate,
make an announcement through a Regulatory Information Service.
Certain of the events in the above timetable are conditional upon,
inter alia, the approval of the Resolutions to be proposed at the
General Meeting.
References to times in this Announcement are to London (UK)
time.
1. Background to and reasons for the Fundraising
The last year has been one of a fundamental transformation for
Rosslyn during which time the Company has:
-- introduced a new and experienced leadership team to drive cultural change;
-- re-focussed itself on a single SaaS product and divested of two non-core assets;
-- implemented a new "go-to-market" partner-led approach;
-- launched a new Rosslyn platform;
-- modernised the Rosslyn brand to reflect the strategic focus on the core platform;
-- introduced a new customer success team and customer advisory board; and
-- increased operational efficiencies through a more streamlined team and tighter cost controls.
Current trading and Prospects
The Board believes that, following this transformation process,
the business model is eminently scalable. The Company operates in a
high growth market and the Board believes that this, taken together
with Rosslyn's blue chip customer base, presents the Group with a
significant opportunity to grow annual recurring revenues ("ARR").
The Board's ambition is for the Company to achieve ARR of between
GBP12 million and GBP15 million in the medium term.
The Company has made solid progress on its partner-led
go-to-market strategy. The existing sales pipeline is being
converted with the Board pleased to recently announce two new
contract wins worth GBP422k in aggregate over a multi-year period
representing an additional GBP120k of ARR.
The Company expects to report improvement in all its key
performance indicators for the year ended 30 April 2023 compared
with the previous year. This reflects growth in revenue driven by
new customers won during the year alongside the Company maintaining
a tight focus on cost control, enhancing efficiency and reducing
cash burn. Accordingly, the Company expects to report an increase
in revenue and reduction in adjusted EBITDA loss for 2023 in line
with market expectations and growth in ARR to approximately GBP2.4m
(2022: GBP2.2m).
The Company entered the 2024 financial year with a significantly
larger weighted pipeline than at the same point of the prior year.
As announced on 30 May 2023, the Company began to successfully
convert that pipeline with the award of two contracts within the
first month of the new year, which further increased the Company's
ARR. The Company is in advanced negotiation with several other
customers within the weighted pipeline while the total pipeline has
grown substantially since the year end, which primarily reflects
increasing business through the Company's partnerships. While
ensuring sufficient investment to be able to respond to the high
level of demand that it is experiencing, the Company has continued
to maintain tight control over costs and its focus on reducing
monthly cash burn, which was approximately GBP190k as of June 2023.
As at 30 June 2023, the Company had cash and cash equivalents of
GBP695k.
The Directors believe that the proceeds of the Fundraising will
enable the Group to fund growth within the SaaS model and to
provide working capital to support the Group in achieving
profitability.
The Market
The Board believes that the Group is now well-positioned in a
marketplace that is ripe for disruption in the following ways:
(i) Customers face the challenge of being custodians of a large
value of complex supply chain data which can be set across
different systems, geographies, currencies and source formats. This
makes data difficult to extract and, once extracted, hard to
consolidate and analyse due to inconsistent nomenclature. The Board
considers that the Rosslyn platform provides a solution to these
issues by enabling seamless data extraction, analysis, and
enrichment to facilitate customers receiving real time business
critical insights.
(ii) The current macroeconomic instability and challenges such
as the rise in inflation and the ongoing war between Russia and
Ukraine has created a general distrust in supply chains, and there
is therefore demand for procurement data with broader metrics in
order to enable agile decision making.
(iii) Technological advances in artificial intelligence have
seen the Company begin to transition from spend analytics to spend
intelligence. As custodians of a large volume of complex supply
chain data, Rosslyn is well positioned to establish a leadership
position over the next 12 to 24 months in this area through
enhanced automation, predictive analytics, and the creation of
additional value from data in source-to-contract space.
The Board views the marketplace in three tiers and believes
Rosslyn's market opportunity in each tier to be as follows:
Tier No. of Characteristics/Spend Addressable Competition
companies Market/Goal*
* Highly complex enterprises TAM - GBP200m
SAM - GBP100m
SOM - GBP25m Orpheus
1 500 * $5bn+ in spend Goal - GBP10m Sievo
----------- --------------------------------------------- --------------- -------------------
2 2000 TAM - GBP180m SpendHQ
* Highly complex enterprises SAM - GBP96m Sievo
SOM - GBP18m Simfoni
Goal - GBP4m
* $1bn+ in spend
----------- --------------------------------------------- --------------- -------------------
3 5000 TAM - GBP200m Ignite Procurement
* Minimal complexity SAM - GBP60m Spendata
SOM - GBP6m
Goal - GBP1m
* $250m+ in spend
* Division/regional level projects
* Niche partners
----------- --------------------------------------------- --------------- -------------------
* "TAM" means total addressable market, "SAM" means serviceable
available market and "SOM" means serviceable obtainable market.
Customers
The Group currently has more than 30 clients spread across the
various tiers. The majority of the Group's enterprise market
customers are large, multi-national organisations and are
increasingly of the Tier 1 category, headquartered in the UK,
Europe or US and spread across multiple sectors including medical
& pharmaceutical, transport & aerospace, professional
services and food & beverage.
In addition to increasing sales with existing customers through
the release of new modules, the Board intends that the Group will
focus on partner-led sales and is actively seeking to increase its
number of Business Process Outsourcing ("BPO") partners. Two of
these BPO partners currently are Genpact, which has more than 320
global clients and manages spend of $78 billion, and Chain IQ,
which has more than 60 clients in over 49 countries. Rosslyn is
also enhancing partnerships with procurement advisers and other
large, global consulting partners with complex enterprise
requirements, having already been selected as a vendor by Deloitte,
Accenture and PwC.
Use of proceeds
The Company intends to use the net proceeds of the Fundraising
to drive its growth, namely:
-- to continue product development and engineering;
-- for sales & marketing;
-- to recruit additional personnel in the function of
professional services, customer success and operations; and
-- to provide working capital with the expectation of providing
the Company with a pathway to profitability.
2. Share Option Plan
The Board recognises the importance of share options to
appropriately incentivise and retain employees as well as to ensure
their interests are aligned with that of the Company and its
Shareholders. The Board understands that existing share options
that have been granted to employees and are currently unexercised
are not incentivising those employees due to their high exercise
price. Accordingly, the Board intends to adopt a new share option
plan which will allow the issue of tax advantaged enterprise
management incentive options and non-tax advantaged options.
Employees will be required to surrender existing share options
before being granted new options. The Board is proposing that
options exercised under the new scheme will be exercisable at a
price equivalent to the Issue Price as adjusted for the
Consolidation and limited to 15 per cent. of the Enlarged Issued
Share Capital. Authority to issue and allot share options under
this new scheme will be sought through the Resolutions.
For senior management (which will include Paul Watts and Ed
Riddell) the options shall vest over a period up to 3 years with
performance criteria tied to increases in share price, and
achievement of targets related to ARR, revenue and profitability.
Once vested there will be no clawback. For all others, granted
options will vest after 3 years on condition of specified increases
in share price.
3. The Consolidation
As at 29 August 2023 (being the latest practicable date prior to
the publication of this Announcement), the Company had 339,862,521
Ordinary Shares in issue having a mid-market price of 0.5 pence per
Existing Ordinary Share as at the close of business on such
date.
The Directors consider that the Consolidation is in the best
interests of the Company's long-term development as a publicly
quoted company as it will result in the Company having a more
manageable number of issued ordinary shares and a higher share
price. In addition, the Board expects that the Consolidation will
result in a narrowing of the bid/offer spread, thereby improving
liquidity, and as a result potentially help to make the New
Consolidated Ordinary Shares more attractive to investors.
Under the Consolidation, it is proposed that the Existing
Ordinary Shares as at the Record Date will be consolidated so that
every 50 Existing Ordinary Shares will be consolidated into one New
Consolidated Ordinary Share.
As all of the Existing Ordinary Shares are proposed to be
consolidated, the proportion of the issued share capital of the
Company held by each Shareholder immediately before and immediately
after the Consolidation will, save for Fractional Entitlements (the
treatment of which is described below), remain unchanged.
Shareholder approval of the Consolidation is being sought
pursuant to Resolution 3.
Issue of up to 49 Ordinary Shares prior to the Consolidation
In anticipation of Resolution 3 being passed by Shareholders,
the Company intends, immediately prior to the General Meeting, to
issue such number of additional Ordinary Shares (being up to 49
Ordinary Shares) as will result in the total number of Ordinary
Shares in issue being exactly divisible by 50. Since the additional
Ordinary Shares will only represent a fraction of a New
Consolidated Ordinary Share, this fraction will be combined with
the other Fractional Entitlements and sold pursuant to the
arrangement for Fractional Entitlements described below.
Fractional Entitlements
It is likely that the Consolidation will result in Fractional
Entitlements where any holding is not precisely divisible by
50.
Following the Consolidation, certain Shareholders may not have a
proportionate shareholding of New Consolidated Ordinary Shares
exactly equal to their proportionate holding of Existing Ordinary
Shares. Furthermore, any Shareholders holding fewer than 50
Existing Ordinary Shares as at close of business on 19 September
2023 (the "Record Date") will cease to be a Shareholder of the
Company. The minimum threshold to receive New Consolidated Ordinary
Shares will be 50 Existing Ordinary Shares.
The Articles currently permit the Directors to sell shares
representing fractional entitlements arising from the
Consolidation. Any Fractional Entitlements will therefore be
aggregated and sold in the market for the best price reasonably
obtainable on behalf of the relevant Shareholders. The Company will
distribute the proceeds of sale in due proportion to any such
Shareholders in accordance with the Articles (subject to the
minimum threshold referred to in the next paragraph).
In the event that the net proceeds of sale to be distributed to
any relevant Shareholder amount to GBP3 or less, the Directors are
of the view that, as a result of the administrative burden and
disproportionate
costs involved, it would not be in the best interests of the
Company to distribute such proceeds of sale.
Accordingly, the Directors are proposing, pursuant to the
Articles, that the net proceeds arising from the sale of fractions
need only be distributed to a Shareholder where he or she is
entitled to receive more than GBP3 (and, below that minimum
threshold, that the proceeds of sale be retained for the benefit of
the Company, or at the discretion of the Directors, donated to
charity).
For the avoidance of doubt the Company is only responsible for
dealing with fractions arising on registered shareholdings. For
Shareholders whose Ordinary Shares are held in the nominee accounts
of stockbrokers, intermediaries or other nominees, the effect of
the Consolidation on their individual shareholdings will be
administered by the stockbroker, intermediary or nominee in whose
account the relevant Ordinary Shares are held and it will be that
person's responsibility to deal with fractions arising within their
customer accounts and not the Company's responsibility.
4. Rights attaching to New Consolidated Ordinary Shares
The New Consolidated Ordinary Shares will have the same rights
as the Existing Ordinary Shares including, voting, dividend, return
of capital and other rights.
5. Details of the Fundraising
Details of the Placing
The Company has conditionally raised gross proceeds of GBP 2.7
million through the Placing and Subscription at the Issue Price.
The Placing comprises a placing of 419,796,235 EIS/VCT Placing
Shares and a placing of 97,203,765 General Placing Shares with new
and existing institutional investors and other investors. The Issue
Price represents a nil discount to the closing mid-market price of
0.5 pence on 29 August 2023, being the latest practicable date
prior to publication of this Announcement.
Pursuant to the Placing Agreement , Cenkos has conditionally
agreed to use its reasonable endeavours to procure subscribers for
the Placing Shares at the Issue Price.
None of the Placing, the Subscription or the Retail Offer has
been underwritten by Cenkos or any other party and the Placing is
conditional, inter alia, on:
-- the Placing Agreement not having been terminated in
accordance with its terms prior to First Admission;
-- the Resolutions being passed which will provide shareholder
authority for the allotment and issue by the Company of the
Fundraising Shares and Convertible Loan Notes for cash on a
non-pre-emptive basis; and
-- the admission of the Placing Shares becoming effective by no
later than 8.00 a.m. on 19 September 2023 or such later time and/or
date as the Company and Cenkos may agree (being no later than 8.00
a.m. on 11 October 2023).
The Placing is not conditional upon the completion of the Retail
Offer or the Subscription, but is conditional upon the issue of the
Convertible Loan Notes. Completion of the Retail Offer, the
Subscription and the issue of the Convertible Loan Notes is
conditional, inter alia, upon completion of the Placing. Neither
the Retail Offer or the Subscription are conditional upon each
other.
The Placing Agreement contains customary warranties from the
Company in favour of Cenkos in relation to, inter alia, the
accuracy of the information in this Announcement and other matters
relating to the Company and its business. In addition, the Company
has agreed to indemnify Cenkos in relation to certain liabilities
that they may incur in respect of the Placing.
The Fundraising comprises the Placing, the Retail Offer, the
issue of the Convertible Loan Notes and the Subscription. The
Placing, the Retail Offer, the issue of the Convertible Loan Notes
and the Subscription are each conditional, among other matters, on
the passing of a resolution to be proposed at the General Meeting,
granting authority to the Directors to allot the Fundraising Shares
and Convertible Loan Notes on a non-pre-emptive basis, and on First
Admission.
Cenkos (acting in good faith) has the right to terminate the
Placing Agreement in certain circumstances prior to First Admission
in respect of the Fundraising Shares, including (but not limited
to): in the event that there has, in the opinion of Cenkos (acting
in good faith) been a breach, or an alleged breach, of any of the
warranties in the Placing Agreement or there has occurred in the
opinion of Cenkos (acting in good faith) a Material Adverse Change.
Cenkos may also terminate the Placing Agreement if there has been a
significant change in certain international financial markets, a
suspension or material limitation in trading on certain stock
exchanges or a material disruption in commercial banking or
securities settlement or clearance which Cenkos considers (acting
in good faith) makes it impractical or inadvisable to proceed with
the Placing or First Admission.
Details of the Retail Offer
The Company values its retail Shareholder base and believes that
it is appropriate to provide its existing retail Shareholders
resident in the United Kingdom the opportunity to participate in
the Retail Offer at the Issue Price.
The Company is therefore making the Retail Offer available in
the United Kingdom through the financial intermediaries which will
be listed, subject to certain access restrictions, on the following
website:
https://www.bookbuild.live/deals/9Y7561/authorised-intermediaries .
Cenkos will be acting as retail offer coordinator in relation to
this Retail Offer (the "Retail Offer Coordinator").
Existing retail Shareholders can contact their broker or wealth
manager ("intermediary") to participate in the Retail Offer. In
order to participate in the Retail Offer, each intermediary must be
on-boarded onto the Bookbuild Platform, have an active trading
account with the Retail Offer Coordinator and have been approved by
the Retail Offer Coordinator as an intermediary in respect of the
Retail Offer, and agree to the final terms and terms and conditions
of the Retail Offer, which regulate the conduct of the Retail Offer
on market standard terms and provide for the payment of commission
to any intermediary that elects to receive a commission and/or fee
(to the extent permitted by the FCA Handbook Rules) from the Retail
Offer Coordinator (on behalf of the Company).
Any expenses incurred by any intermediary are for its own
account. Investors should confirm separately with any intermediary
whether there are any commissions, fees or expenses that will be
applied by such intermediary in connection with any application
made through that intermediary pursuant to the Retail Offer.
The Retail Offer will be open to eligible investors in the
United Kingdom at 4.35 p.m. on 30 August 2023 on the following
website:
https://www.bookbuild.live/deals/9Y7561/authorised-intermediaries .
The Retail Offer is expected to close at 4.30 p.m. on 5 September
2023. Investors should note that financial intermediaries may have
earlier closing times. The Retail Offer may close early if it is
oversubscribed.
The Retail Offer will, at all times, only be made to, directed
at and may only be acted upon by those persons who are,
Shareholders. To be eligible to participate in the Retail Offer,
applicants must meet the following criteria before they can submit
an order for Retail Offer Shares: (i) be a customer of one of the
participating intermediaries listed on the above website; (ii) be
resident in the United Kingdom and (iii) be a Shareholder on the
Record Date (which may include individuals aged 18 years or over,
companies and other bodies corporate, partnerships, trusts,
associations and other unincorporated organisations and includes
persons who hold their Ordinary Shares directly or indirectly
through a participating intermediary). For the avoidance of doubt,
persons who only hold CFDs, Spreadbets and/or similar derivative
instruments in relation to Ordinary Shares are not eligible to
participate in the Retail Offer.
The Company reserves the right to scale back any order at its
discretion. The Company reserves the right to reject any
application for subscription under the Retail Offer without giving
any reason for such rejection.
It is vital to note that once an application for Retail Offer
Shares has been made and accepted via an intermediary, it cannot be
withdrawn.
The Retail Offer is an offer to subscribe for transferable
securities, the terms of which ensure that the Company is exempt
from the requirement to issue a prospectus under Regulation (EU)
2017/1129 as it forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018 (as amended from time to time). The
aggregate total consideration for the Retail Offer will not exceed
EUR8 million (or the equivalent in pounds sterling) and therefore
the exemption from the requirement to publish a prospectus, set out
in section 86(1) FSMA, will apply.
A separate announcement will be made by the Company regarding
the Retail Offer and its terms.
Conditional on the Placing being completed and First Admission
taking effect, up to 100,000,000 Retail Offer Shares will be issued
pursuant to the Retail Offer at the Issue Price to raise proceeds
of up to GBP0.5 million (before expenses). The Retail Offer Shares,
when issued and fully paid, will rank pari passu in all respects
with the Existing Ordinary Shares (including the Placing
Shares).
Directors' Subscription
Certain Directors have subscribed for an aggregate of 23,000,000
Subscription Shares at the Issue Price. Details of the Subscription
Shares for which those Directors have subscribed, conditional on
First Admission, are displayed below:
Name Title Number Number Value Resulting Percentage
of Existing of Subscription of Subscription shareholding of Enlarged
Ordinary Shares Shares following Issued
Shares* intended intended proposed Share Capital
to be subscribed to be subscribed subscription following
for* for(*) proposed
subscription
assuming
the Retail
Offer is
subscribed
in full
Non-Executive
James Appleby Chair 6,545,454 21,000,000 GBP105,000 27,545,454 2.81%
--------------- ------------- ----------------- ----------------- -------------- ---------------
Bernard Non-Executive
Quinn Director 1,034,595 2,000,000 GBP10,000 3,034,595 0.31%
--------------- ------------- ----------------- ----------------- -------------- ---------------
* The number of Existing Ordinary Shares presented in this table
as being held or subscribed for by those Directors listed refers to
the number of Existing Ordinary Shares held or subscribed for by
them either personally or through a nominee.
Convertible Loan Notes
Hargreave Hale AIM VCT plc has agreed to subscribe for
GBP300,000, Octopus AIM VCT plc for GBP180,000 and Octopus AIM VCT
2 plc for GBP120,000 of 10 per cent. convertible loan notes. The
terms of the Convertible Loan Notes are that they are repayable
after 5 years and carry an interest rate of 10 per cent. per annum
which will be rolled up. The principal and rolled up interest are
convertible into ordinary shares of the Company at the repayment
date at the noteholders option. In addition the Company can convert
the principal and accrued interest into ordinary shares of the
Company on a fundraise raising the greater of GBP2 million or suf
cient funds to get the Company to break even. The Convertible Loan
Notes convert into ordinary shares of the Company at a price of the
lower of (1) 0.5p, (2) the issue price for an ordinary share on a
fundraise or (3) a 25 per cent. discount on the offer price per
ordinary share on a change of control. Such conversion price can
never be lower than the nominal value of the ordinary shares.
6. EIS/VCT Schemes
Although the Directors believe that the EIS/VCT Placing Shares
to be issued pursuant to the Placing will be 'eligible shares' and
will be capable of being a qualifying holding for the purposes of
investment by VCTs and will also satisfy the conditions of section
173 of ITA for the purposes of the EIS and the Directors are not
aware of any subsequent change in the qualifying conditions or the
Company's circumstances that would prevent the EIS/VCT Placing
Shares from being eligible for EIS and VCT investments on this
occasion, neither the Directors nor the Company nor Cenkos, nor any
of their respective directors, officers, employees, affiliates or
advisers give any warranty or undertaking or other assurance that
relief will be available in respect of any investment in the EIS/
VCT Placing Shares, nor do they warrant or undertake or otherwise
give any assurance that the Company will conduct its activities in
a way that qualifies for or preserves its status.
7. Admission, Settlement, Dealings and Total Voting Rights
Application will be made to the London Stock Exchange for
admission of the Fundraising Shares to trading on AIM ("First
Admission"). First Admission is expected to occur at 8.00 a.m. on
19 September 2023 (or such later times(s) and/or date(s) as Cenkos
and the Company may agree).
The New Consolidated Ordinary Shares will, when issued, be
credited as fully paid up and will have the same rights as the
Existing Ordinary Shares including, voting, dividend, return of
capital and other rights, and will on issue be free of all claims,
liens, charges, encumbrances and equities.
Application will be made to the London Stock Exchange for
admission of the New Consolidated Ordinary Shares to trading on AIM
("Second Admission"). Second Admission will occur after the
Consolidation is effective and is expected to occur at 8.00 a.m. on
20 September 2023 (or such later times(s) and/or date(s) as Cenkos
and the Company may agree).
Following Second Admission, the total number of New Consolidated
Ordinary Shares in issue (assuming full take up of the Retail
Offer) is expected to be 19,597,251 with each New Consolidated
Ordinary Share carrying the right to one vote. There are, and
following Second Admission will be, no New Consolidated Ordinary
Shares held in treasury and therefore the total number of voting
rights in the Company is expected to be 19,597,251. The above
figure 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 to their
interest in, the share capital of the Company under the FCA's
Disclosure, Guidance and Transparency Rules.
Following the Consolidation, the Company's new ISIN Code will be
GB00BMV2DB09 and its new SEDOL will be BMV2DB0.
Shareholders who hold Existing Ordinary Shares in uncertificated
form will have such shares disabled in their CREST accounts at
close of business on the Record Date and their CREST accounts will
be credited with the New Consolidated Ordinary Shares following
Second Admission, which is expected to take place on 20 September
2023.
Following the Consolidation, existing share certificates will
cease to be valid and new share certificates are expected to be
despatched to those Shareholders who hold their Existing Ordinary
Shares in certificated form by 4 October 2023.
8. Resulting Share Capital
If approved by Shareholders, the issued share capital of the
Company immediately following the Consolidation is expected to
comprise 19,597,251 New Consolidated Ordinary Shares (assuming that
(i) the Placing Shares, Retail Offer Shares (if fully subscribed)
and Subscription Shares are allotted and issued; and (ii) no other
Ordinary Shares are allotted and issued by the Company between the
date of the Circular and the General Meeting and excluding the
issue of any Ordinary Shares in connection with the Consolidation
as described above).
9. General Meeting
Set out at the end of the Circular is a notice convening a
general meeting of the Company to be held at Gracechurch Group, 4th
Floor, 48 Gracechurch St, London, EC3V 0EJ at 11.00 a.m. on 18
September 2023. The Notice of General Meeting sets out the proposed
Resolutions upon which Shareholders will be asked to vote. The
Resolutions are ordinary resolutions to issue and allot the
Fundraising Shares and the Convertible Loan Notes pursuant to the
Fundraising, to approve the Share Option Plan and to consolidate 50
Existing Ordinary Shares into 1 New Consolidated Ordinary Share and
a special resolution to disapply pre-emption rights for the issue
of Fundraising Shares and the issue of the Convertible Loan Notes
pursuant to the Fundraising. The ordinary resolutions will require
a majority of those Shareholders present in person or by proxy and
the special resolution will require a majority of 75 per cent. of
those Shareholders voting to vote in favour in order to be
passed.
Action to be taken in respect of the General Meeting
A copy of the Circular will be published on the Company's
website and posted to those Shareholders that have elected to
receive communications in hard copy. Those Shareholders will find
accompanying the Circular a Form of Proxy for use in connection
with the General Meeting. The Form of Proxy should be completed and
returned in accordance with the instructions thereon so as to be
received by Link Group at PXS 1, Central Square, 29 Wellington
Street, Leeds LS1 4DL as soon as possible and in any event not
later than 48 hours before the time of the General Meeting.
Completion and return of the Form of Proxy will not prevent a
Shareholder from attending and voting at the General Meeting should
he/she/it so wish. Alternatively, Shareholders may appoint a proxy
via Signal Shares or via CREST and should see the notes to the
Notice of General Meeting at the end of the Circular for further
guidance.
10. Recommendation
The Directors believe the Transaction to be in the best
interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend Shareholders to
vote in favour of the Resolutions required to implement them, as
they intend to do in respect of their beneficial shareholdings
amounting to 2.23 per cent. of the Existing Ordinary Shares.
Definitions
The following definitions apply throughout this Announcement,
unless the context requires otherwise or unless it is otherwise
specifically provided:
" AIM" the market of that name operated by the
London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by
the London Stock Exchange from time to time
----------------------------------------------------
"Announcement" the announcement of the Fundraising made
by the Company on 30 August 2023
----------------------------------------------------
"Articles" the articles of association of the Company
----------------------------------------------------
"Bookbuild Platform" the online capital markets platform developed
by BB Technologies Limited, a company registered
in England and Wales with company number
10153507 and whose registered office is
at Gable House, 239 Regents Park Road, London
N3 3LF
----------------------------------------------------
"certificated" or "in an Existing Ordinary Share or a New Consolidated
certificated form" Ordinary Share recorded on the Company's
share register as being held in certificated
form (namely, not in CREST)
----------------------------------------------------
"Circular" the circular, containing further details
of the Fundraising and Notice of General
Meeting, which is expected to be published
on 31 August 2023
----------------------------------------------------
"Company" or "Rosslyn" Rosslyn Data Technologies plc, a company
incorporated in England and Wales under
the Companies Act 2006 with registered number
08882249 and having its registered office
at 1000 Lakeside North Harbour, Western
Road, Portsmouth, Hampshire, England, PO6
3EN
----------------------------------------------------
"Consolidation" the proposed consolidation of the Company's
ordinary share capital pursuant to which
every 50 Existing Ordinary Shares will be
consolidated into 1 New Consolidated Ordinary
Share pursuant to Resolution 3 as set out
in the Notice of General Meeting
----------------------------------------------------
"Convertible Loan Notes" the 10 per cent. convertible loan notes
to be issued to each of Hargreave Hale AIM
VCT plc and Octopus AIM VCT plc and Octopus
AIM VCT 2 plc
----------------------------------------------------
"CREST" or "CREST system" the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear
is the operator (as defined in those regulations)
----------------------------------------------------
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI2001/3755)
----------------------------------------------------
"Directors" or "Board" the directors of the Company or any duly
authorised committee thereof
----------------------------------------------------
"EIS" Enterprise Investment Scheme
----------------------------------------------------
"EIS/VCT Placing Shares" the Fundraising Shares to be allotted and
issued pursuant to the Placing and which
either (i) qualify for EIS relief or (ii)
constitute a qualifying holding for VCT
purposes
----------------------------------------------------
"Enlarged Issued Share the issued ordinary share capital of the
Capital" Company immediately following First Admission
or Second Admission, as the context requires
----------------------------------------------------
"Euroclear" Euroclear UK & International Limited, the
operator of CREST
----------------------------------------------------
"Existing Ordinary Shares" the 339,862,521 Ordinary Shares in issue
prior to the Consolidation
----------------------------------------------------
"FCA" the Financial Conduct Authority
----------------------------------------------------
" First Admission" the admission of the Fundraising Shares
to trading on AIM becoming effective in
accordance with Rule 6 of the AIM Rules
----------------------------------------------------
"FSMA" the Financial Services and Markets Act 2000
----------------------------------------------------
"Form of Proxy" the form of proxy for use by Shareholders
in connection with the General Meeting which
accompanies the Circular
----------------------------------------------------
"Fractional Entitlement" a fractional entitlement to a New Consolidated
Ordinary Share arising on the Consolidation
----------------------------------------------------
"Fundraise" or "Fundraising" the proposed Placing, issue of Convertible
Loan Notes, Retail Offer and Subscription
----------------------------------------------------
"Fundraising Shares" the up to 640,000,000 new Ordinary Shares
of 0.5 pence each in the capital of the
Company to be issued pursuant to the Fundraising
----------------------------------------------------
"General Meeting" the general meeting of the Company convened
for 11.00 a.m. on 18 September 2023 (or
any adjournment thereof) notice of which
is set out at the end of the Circular
----------------------------------------------------
"General Placing Shares" the Fundraising Shares to be allotted and
issued pursuant to the Placing which do
not constitute EIS/VCT Placing Shares
----------------------------------------------------
"Group" Rosslyn Data Technologies plc and its subsidiary
undertakings
----------------------------------------------------
"Hargreave Hale AIM the subscription letter between the Company
VCT plc Subscription and Hargreave Hale AIM VCT plc that has
Letter" been entered into on the date of this Announcement
relating to the subscription by Hargreave
Hale AIM VCT plc for GBP300,000 of Convertible
Loan Notes
----------------------------------------------------
"ISIN" International Securities Identification
Number
----------------------------------------------------
"Issue Price" 0.5 pence per Fundraising Share
----------------------------------------------------
"London Stock Exchange" London Stock Exchange plc
----------------------------------------------------
"Long Stop Date" 11 October 2023
----------------------------------------------------
"New Consolidated Ordinary the new ordinary shares of 25 pence in the
Shares" capital of the Company following completion
of the Consolidation (including the Fundraising
Shares)
----------------------------------------------------
"Nominated Adviser" Cenkos Securities plc, as the Company's
or "Cenkos" nominated adviser and sole broker
----------------------------------------------------
"Notice of General Meeting" the notice convening the General Meeting
set out at the end of the Circular
----------------------------------------------------
"Octopus AIM VCT plc the subscription letter between the Company
Subscription Letter" and Octopus AIM VCT plc that has been entered
into on the date of this Announcement relating
to the subscription by Octopus AIM VCT plc
for GBP180,000 of Convertible Loan Notes
----------------------------------------------------
"Octopus AIM VCT 2 plc the subscription letter between the Company
Subscription Letter" and Octopus AIM VCT plc that has been entered
into on the date of this Announcement relating
to the subscription by Octopus AIM VCT 2
plc for GBP120,000 of Convertible Loan Notes
----------------------------------------------------
"Ordinary Shares" ordinary shares of 0.5 pence each in the
capital of the Company prior to the Consolidation
----------------------------------------------------
"Placing" the conditional placing of Fundraising Shares
by Cenkos on behalf of the Company at the
Issue Price pursuant to the Placing Agreement
----------------------------------------------------
"Placing Agreement" the agreement dated 30 August 2023 between
the Company and Cenkos relating to the Placing
----------------------------------------------------
"Placing Shares" the 517,000,000 Fundraising Shares to be
issued and allotted pursuant to the Placing
comprising the General Placing Shares and
the EIS/VCT Placing Shares
----------------------------------------------------
"Record Date" 6.00 p.m. on 19 September 2023 (or such
other time and date as the Directors may
determine)
----------------------------------------------------
"Registrars" Link Group of Central Square, 29 Wellington
Street, Leeds LS1 4DL
----------------------------------------------------
"Regulatory Information a service approved by the FCA for the distribution
Service" or "RIS" to the public of regulatory announcements
and included within the list maintained
on the FCA's website, http://www.fca.org.uk/.
----------------------------------------------------
"Resolutions" the resolutions proposed at the General
Meeting as set out in the Notice of General
Meeting at the end of the Circular
----------------------------------------------------
"Retail Investors" existing Shareholders, who are resident
in the United Kingdom and are a customer
of an intermediary who agrees conditionally
to subscribe for Retail Offer Shares in
the Retail Offer
----------------------------------------------------
"Retail Offer" the proposed conditional offer of Retail
Offer Shares to Retail Investors through
intermediaries on the Bookbuild Platform
pursuant to the Retail Offer Intermediaries
Agreements and the Retail Offer documents
----------------------------------------------------
"Retail Offer Intermediaries the agreements between the Company and the
Agreements" intermediaries in relation to the Retail
Offer which set out the terms and conditions
upon which each intermediary agrees to make
the Retail Offer available to Retail Investors
to subscribe for Retail Offer Shares
----------------------------------------------------
"Retail Offer Shares" the up to 100,000,000 Fundraising Shares
to be issued pursuant to the Retail Offer
----------------------------------------------------
"Second Admission" the admission of the New Consolidated Ordinary
Shares to trading on AIM becoming effective
in accordance with Rule 6 of the AIM Rules
----------------------------------------------------
"Securities Act" the United States Securities Act of 1933,
as amended
----------------------------------------------------
"Shareholders" the holders of ordinary shares (as the context
requires) at the relevant time
----------------------------------------------------
"Share Option Plan" the share option plan adopted by the Company
----------------------------------------------------
"Subscription" the subscription for the Subscription Shares
at the Issue Price
----------------------------------------------------
"Subscription Shares" the 23,000,000 Fundraising Shares that have
been subscribed for pursuant to the Subscription
----------------------------------------------------
"Transaction" the Placing, Retail Offer, issue of Convertible
Loan Notes, Subscription and the Consolidation
----------------------------------------------------
"uncertificated" or recorded on the relevant register of Ordinary
"in uncertificated form" Shares or New Consolidated Ordinary Shares
as the case may be as being held in uncertificated
form in CREST and title to which, by virtue
of the CREST Regulations, may be transferred
by means of CREST
----------------------------------------------------
"United Kingdom" or the United Kingdom of Great Britain and
"UK" Northern Ireland
----------------------------------------------------
"United States" or "US" the United States of America, its territories
or "USA" and possessions, any state of the United
States of America and the District of Columbia
and any other area subject to its jurisdiction
----------------------------------------------------
"GBP", "pounds sterling", are references to the lawful currency of
"pence" or "p" the United Kingdom
----------------------------------------------------
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE INFORMATION
CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND, THE
REPUBLIC OF SOUTH AFRICA, HONG KONG OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK
EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(e) OF THE PROSPECTUS REGULATION ("QUALIFIED
INVESTORS"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE
"QUALIFIED INVESTORS" WITHIN THE MEANING OF THE UK PROSPECTUS
REGULATION AND WHO ALSO: (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 AMED (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 ROSSLYN DATA TECHNOLOGIES PLC.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE 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 EXCEPT PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES. SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE
DISCRETION OF THE COMPANY, 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 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. NO MONEY,
SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED
STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE
INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE
ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY
INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
THE COMPANY'S BROKERS, CENKOS SECURITIES PLC, WHO ARE REGULATED
BY THE FINANCIAL CONDUCT AUTHORITY, ARE ACTING FOR THE COMPANY AND
NO ONE ELSE IN RELATION TO THE PROPOSALS SET OUT IN THIS
ANNOUNCEMENT. CENKOS DOES NOT HAVE ANY AUTHORITY TO MAKE ANY
REPRESENTATION OR WARRANTY ON BEHALF OF THE COMPANY OR ANY OTHER
PERSON IN CONNECTION WITH THE COMPANY.
ANY PERSON WHO IS IN ANY DOUBT ABOUT THE INVESTMENT TO WHICH
THIS ANNOUNCEMENT RELATES SHOULD CONSULT A PERSON DULY AUTHORISED
FOR THE PURPOSES OF FSMA WHO SPECIALISES IN THE ACQUISITION OF
SHARES AND OTHER SECURITIES.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Cenkos
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 where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and Cenkos to inform themselves about and to observe any
such restrictions.
This Announcement or any part of it is for information purposes
only and does not constitute or form part of any offer to issue or
sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in the United States (including its
territories and possessions, any state of the United States and the
District of Columbia), Australia, Canada, Japan, New Zealand, the
Republic of Ireland, the Republic of South Africa, Hong Kong or any
other jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such
jurisdiction.
All offers of the Placing Shares will be made pursuant to an
exemption under the UK Prospectus Regulation, from the requirement
to produce a prospectus. In the United Kingdom, this Announcement
is being directed solely at persons in circumstances in which
section 21(1) of FSMA does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission, the Financial Markets Authority of New Zealand or the
Japanese Ministry of Finance; the relevant clearances have not
been, and will not be, obtained for the South Africa Reserve Bank
or any other applicable body in the Republic of Ireland, the
Republic of South Africa or Hong Kong in relation to the Placing
Shares and the Placing Shares have not been, nor will they be,
registered under or offering in compliance with the securities laws
of any state, province or territory of Australia, Canada, Japan,
New Zealand, the Republic of Ireland, the Republic of South Africa
or Hong Kong. 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, New Zealand, the Republic of
Ireland, the Republic of South Africa or Hong Kong or any other
jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in this
"Important Information" section of this Announcement.
The Company proposes to raise capital by way of, inter alia, a
Placing. By participating in the Placing, each Placee will be
deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1 it is a Relevant Person 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;
2 in the case of a Relevant Person in a Relevant State who
acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the Prospectus Regulation;
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in a Relevant State other than
Qualified Investors or in circumstances in which the prior consent
of Cenkos has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in a Relevant State other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the
Prospectus Regulation as having been made to such persons;
3 in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the UK Prospectus Regulation;
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
UK Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in the United Kingdom other
than Qualified Investors or in circumstances in which the prior
consent of Cenkos has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the UK
Prospectus Regulation as having been made to such persons;
4 it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement;
5 it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
6 except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to above) is outside the United States
acquiring the Placing Shares in offshore transactions as defined in
and in accordance with Regulation S under the Securities Act.
No prospectus
No prospectus or other 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 and any
Publicly Available Information and subject to any further terms set
forth in the form of confirmation to be sent to individual
Placees.
Each Placee, by participating 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 information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of the
Company, Cenkos or any other person and none of the Company, Cenkos
or any other person acting on such person's behalf nor any of their
respective affiliates 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. 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. No Placees should
consider any information in this Announcement to be legal, tax or
business advice. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Cenkos has today entered into a Placing Agreement with the
Company under which, on the terms and subject to the conditions set
out in the Placing Agreement, Cenkos, as agent for and on behalf of
the Company, has agreed to use its reasonable endeavours to procure
placees for the Placing Shares at the issue price of 0.5 pence per
Placing Share.
The Placing Shares will, when issued, be subject to the Articles
and credited as fully paid and will rank pari passu in all respects
with the Existing Ordinary Shares in the capital of the Company,
including the right to receive all dividends and other
distributions declared, made or paid in respect of such Existing
Ordinary Shares after the date of issue of the Placing Shares.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM.
It is expected that First Admission will take place no later
than 8.00 a.m. on 19 September 2023 and that dealings in the
Placing Shares on AIM will commence at the same time.
Principal terms of the Placing
1 Cenkos is acting as broker to the Company in respect of the
Placing, as agent for and on behalf of the Company. Cenkos is
authorised and regulated in the United Kingdom by the FCA and 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 each of Cenkos' customers or for providing
advice in relation to the matters described in this
Announcement.
2 Participation in the Placing will only be available to persons
who may lawfully be and are invited by Cenkos to participate.
Cenkos and any of its affiliates are entitled to participate in the
Placing as principal.
3 The price per Placing Share is 0.5 pence and is payable to
Cenkos as agent of the Company by all Placees.
4 Subject to the Company's final approval, each Placee's
allocation is determined by Cenkos following consultation with the
Company and has been or will be confirmed orally by Cenkos, as
applicable, and a form of confirmation will be dispatched as soon
as possible thereafter. That oral confirmation will give rise to an
irrevocable, legally binding commitment by that person (who at that
point becomes a Placee), in favour of Cenkos and the Company, under
which it agrees to acquire the number of Placing Shares allocated
to the Placee at the Issue Price and otherwise on the terms and
subject to the conditions set out in this Appendix and in
accordance with the Articles. Except with the prior written consent
of Cenkos, such commitment will not be capable of variation or
revocation at the time at which it is submitted.
5 Each Placee's allocation and commitment will be evidenced by a
form of confirmation issued to such Placee by Cenkos. The terms of
this Appendix will be deemed incorporated in that form of
confirmation.
6 Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to Cenkos as agent for the Company, to pay
to it (or as they may direct) in cleared funds an amount equal to
the product of the Issue Price and the number of Placing Shares
such Placee has agreed to acquire and the Company has agreed to
allot and issue to that Placee.
7 Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
8 All obligations of Cenkos under the Placing will be subject to
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".
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 and applicable FCA
rules, none of (a) Cenkos, (b) any of its affiliates, agents,
directors, officers, consultants, (c) to the extent not contained
within (a) or (b), any person connected with Cenkos as defined in
the FSMA ((b) and (c) being together "affiliates" and individually
an "affiliate" of Cenkos), (d) any person acting on behalf of
Cenkos, shall have any liability (including to the extent
permissible by law, any fiduciary duties) to Placees or to any
other person whether acting on behalf of a Placee or otherwise. In
particular, Cenkos nor any of its affiliates shall have any
liability (including, to the extent permissible by law, any
fiduciary duties) in respect of their conduct in relation to the
Placing or of such alternative method of effecting the Placing as
Cenkos and the Company may agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a form of confirmation or electronic confirmation by
Cenkos , as soon as it is able which will confirm the number of
Placing Shares allocated to them, the Issue Price and the aggregate
amount owed by them to Cenkos .
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by Cenkos in accordance with either the standing CREST or
certificated settlement instructions which they have in place with
Cenkos .
Settlement of transactions in the Placing Shares (ISIN:
GB00BKX5CP01) following First Admission will take place within the
CREST system, subject to certain exceptions. Settlement through
CREST is expected to take place on 19 September 2023 unless
otherwise notified by Cenkos and First Admission is expected to
occur no later than 8.00 a.m. on 19 September 2023 unless otherwise
notified by Cenkos. The deadline for Placees to input instructions
into CREST is 10.00 a.m. on 19 September 2023. First Admission and
settlement may occur at an earlier date, which if achievable, will
be set out in the Circular. Settlement will be on a delivery versus
payment basis. However, in the event of any difficulties or delays
in the admission of the Placing Shares to CREST or the use of CREST
in relation to the Placing, the Company and Cenkos may agree that
the Placing Shares should be issued in certificated form. Cenkos
reserves the right to require settlement of the Placing Shares, and
to deliver the Placing Shares to Placees, by such other means as it
deems necessary if delivery or settlement to Placees is not
practicable within the CREST system or would not be consistent with
regulatory requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above prevailing LIBOR as
determined by Cenkos.
Each Placee agrees that if it does not comply with these
obligations, Cenkos may sell, charge by way of security (to any
funder of Cenkos) or otherwise deal with any or all of their
Placing Shares on their behalf and retain from the proceeds, for
Cenkos' own account and benefit, an amount equal to the aggregate
amount owed by the Placee plus any interest due and any costs and
expenses properly incurred by Cenkos as a result of the Placee's
failure to comply with its obligations. The relevant Placee will,
however, remain liable for any shortfall below the amount owed by
it and for any stamp duty or stamp duty reserve tax (together with
any interest or penalties) which may arise upon the sale of their
Placing Shares on their behalf. Legal and/or beneficial title in
and to any Placing Shares shall not pass to the relevant Placee
until such time as it has fully complied with its obligations
hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that
of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to 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.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
Cenkos' obligations under the Placing Agreement are, and the
Placing is, conditional upon, inter alia:
1 First Admission taking place not later than 8.00 a.m. on 19
September 2023 or such later date as is agreed in writing between
the Company and Cenkos , but in any event not later than the Long
Stop Date;
2 the Hargreave Hale AIM VCT plc Subscription Letter, the
Octopus AIM VCT plc Subscription Letter and the Octopus AIM VCT 2
plc Subscription Letter each having been duly entered into by the
parties thereto;
3 the Company complying with its obligations under the Placing
Agreement to the extent that the same fall to be performed prior to
First Admission;
4 there not occurring, in Cenkos' opinion (acting in good
faith), a Material Adverse Change;
5 the General Meeting having taken place, no adjournment of the
General Meeting having occurred without the prior written consent
of Cenkos and the Resolutions having been passed at the General
Meeting by the requisite majority without amendment;
6 satisfaction or, where appropriate, the waiver of certain
other conditions set out in the Placing Agreement,
(all conditions to the obligations of Cenkos included in the
Placing Agreement being together, the "conditions").
For the avoidance of doubt, the Placing is not conditional on
the Retail Offer (or any take up of the Retail Offer Shares) or the
Subscription.
If any of the conditions set out in the Placing Agreement are
not fulfilled or, where permitted, waived in accordance with the
Placing Agreement within the stated time periods (or such later
time and/or date as the Company and Cenkos may agree), or the
Placing Agreement is terminated in accordance with its terms, the
Placing will lapse and the Placee's rights and obligations shall
cease and terminate at such time 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 Cenkos,
in its absolute discretion, by notice in writing to the Company and
Cenkos 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
Announcement.
Cenkos may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither Cenkos, the Company nor any of their respective
affiliates, agents, directors, officers or employees 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 Cenkos' absolute discretion.
Termination of the Placing
Cenkos may terminate the Placing Agreement, in accordance with
its terms, at any time prior to First Admission if, inter alia:
1 any of the warranties in the Placing Agreement were, when
given, untrue, inaccurate, or misleading; or
2 the Company fails or is unable to comply with its obligations
under the Placing Agreement; or
3 any statement contained in the Placing Documents (as defined
in the Placing Agreement) has become or been discovered to be
untrue, inaccurate or misleading or there has been a material
omission therefrom; or
4 a matter, fact, circumstance or event has arisen such that in
the opinion of Cenkos (acting in good faith) a supplementary
circular and/or supplementary press announcement is required to be
published or released; or
5 a Material Adverse Change has occurred.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim can be made by any Placee in respect
thereof.
By participating in the Placing, each Placee agrees with the
Company and Cenkos that the exercise by the Company or Cenkos of
any right of termination or any other right or other discretion
under the Placing Agreement shall be within the absolute discretion
of the Company and / or Cenkos and that neither the Company nor
Cenkos need make any reference to such Placee and that none of the
Company, Cenkos nor any of their respective affiliates, agents,
directors, officers or employees 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 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 Cenkos of a form of confirmation confirming each
Placee's allocation and commitment in the Placing.
Restrictions on issues of shares and other securities by the
Company
The Company has undertaken to Cenkos that, during the period
ending on the later of (i) 180 days after the date of First
Admission, and (ii) publication of the audited results of the
Company for financial period ending 30 April 2023, it will not
without the prior consent of Cenkos allot or issue, or enter into
any agreement or arrangement which would give rise to an obligation
or an increased obligation (in each case whether contingent or
otherwise) to allot or issue, any share or any instrument or
security convertible into a share in the capital of the Company
(save for the allotment and issue of new Ordinary Shares in the
capital of the Company pursuant to the Placing and the separate
Subscription and Retail Offer being made by the Company or the
issue of shares or the grant and exercise of options pursuant to
the option schemes, agreements and arrangements disclosed in the
Circular).
By participating in the Placing, each Placee agrees that the
exercise by Cenkos of any power to grant consent to the undertaking
by the Company of a transaction which would otherwise be subject to
these restrictions under the Placing Agreement shall be within the
absolute discretion of Cenkos and that it need not make any
reference to, or consult with, any Placee and that it shall have no
liability to any Placee whatsoever in connection with any such
exercise of the power to grant consent.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) irrevocably represents, warrants,
acknowledges, undertakes and agrees (for itself and for any such
prospective Placee) that in each case as a fundamental term of such
Placee's application for Placing Shares (save where Cenkos
expressly agrees in writing to the contrary) that:
1 it has read and understood this Announcement in its entirety
and that its acquisition of the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained herein and that it has not relied on,
and will not rely on, any information given or any representations,
warranties or statements made at any time by any person in
connection with First Admission, the Placing, the Company, the
Placing Shares or otherwise, other than the information contained
in this Announcement and the Publicly Available Information;
2 it has not received a prospectus or other offering document in
connection with the Pacing and acknowledges that no prospectus or
other offering document: (a) is required under the Prospectus
Regulation or the UK Prospectus Regulation; and (b) has been or
will be prepared in connection with the Placing;
3 the Ordinary Shares in the capital of the Company are admitted
to trading on AIM, and that, in addition to complying with its
obligations pursuant to MAR, the Company is therefore required to
publish certain business and financial information in accordance
with the AIM Rules, 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 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;
4 it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and none of Cenkos, the Company nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has provided, and will not provide,
it with any material regarding the Placing Shares or the Company or
any other person other than the information in this Announcement,
or the Publicly Available Information; nor has it requested any of
Cenkos, the Company, any of their respective affiliates, agents,
directors, officers or employees or any person acting on behalf of
any of them to provide it with any such information;
5 neither Cenkos nor any person acting on its behalf or any of
their respective affiliates, agents, directors, officers or
employees has or shall have any liability for any Publicly
Available Information, or any representation relating to the
Company, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
6 the only information on which it is entitled to rely on and on
which it has relied in committing to subscribe for the Placing
Shares is contained in the Publicly Available Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and it has made its own
assessment of the Company, the Placing Shares and the terms of the
Placing based on Publicly Available Information;
7 neither the Company, Cenkos nor any of their respective
affiliates, agents, directors, officers or employees has made any
representation or warranty to it, express or implied, with respect
to the Company, the Placing or the Placing Shares or the accuracy,
completeness or adequacy of the Publicly Available Information;
8 it has conducted its own investigation of the Company, the
Placing and the Placing Shares, satisfied itself that the
information is still current and relied on that investigation for
the purposes of its decision to participate in the Placing;
9 it has not relied on any investigation that Cenkos or any
person acting on its behalf may have conducted with respect to the
Company, the Placing or the Placing Shares;
10 the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that neither Cenkos nor any
persons acting on its behalf are responsible for or has or shall
have any liability for any information, representation, warranty or
statement relating to the Company contained in this Announcement or
the Publicly Available Information nor will they be liable for any
Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in
this Announcement, the Publicly Available Information or otherwise.
Nothing in this Appendix shall exclude any liability of any person
for fraudulent misrepresentation;
11 the Placing is conditional on each of the Hargreave Hale AIM
VCT plc Subscription Letter, the Octopus AIM VCT plc Subscription
Letter and the Octopus AIM VCT 2 plc Subscription Letter having
been duly entered into by the parties thereto, but is not
conditional on the Retail Offer (or any take up of the Retail Offer
Shares) or the Subscription;
12 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, Canada, Japan, New Zealand, the Republic of
Ireland, the Republic of South Africa or Hong Kong 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, Canada, Japan, New Zealand, the Republic
of Ireland, the Republic of South Africa, Hong Kong or in any
country or jurisdiction where any such action for that purpose is
required;
13 it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, 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 that it is required to comply with all applicable laws
and regulations with respect to its subscription for Placing
Shares;
14 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,
the United States, Australia, Canada, Japan, New Zealand, the
Republic of Ireland, the Republic of South Africa or Hong Kong 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 the United States, Australia, Canada,
Japan, New Zealand, the Republic of Ireland, the Republic of South
Africa or Hong Kong and may not be offered, sold, or acquired,
directly or indirectly, within those jurisdictions;
15 the Placing Shares have not been, and will not be, registered
under the Securities Act and may not be offered, sold or resold in
or into or from the United States except pursuant to an effective
registration under the Securities Act, or pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and in accordance with
applicable state securities laws; and no representation is being
made as to the availability of any exemption under the Securities
Act for the reoffer, resale, pledge or transfer of the Placing
Shares;
16 it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the Securities Act;
17 it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the Securities Act;
18 it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
19 neither Cenkos, nor its affiliates, agents, directors,
officers or employees 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 participation in the Placing is on the
basis that it is not and will not be a client of Cenkos and that
Cenkos does not have any duties or responsibilities to it for
providing the protections afforded to its clients 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;
20 it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe and acknowledges and agrees that
it will make payment to Cenkos for the Placing Shares allocated to
it in accordance with the terms and conditions of this Announcement
on the due times and dates set out in this Announcement, failing
which the relevant Placing Shares may be placed with others on such
terms as Cenkos may, in its absolute discretion determine without
liability to the Placee and it will remain liable for any shortfall
below the net proceeds of such sale and the placing proceeds of
such Placing Shares and may be required to bear any stamp duty or
stamp duty reserve tax (together with any interest or penalties due
pursuant to the terms set out or referred to in this Announcement)
which may arise upon the sale of such Placee's Placing Shares on
its behalf;
21 no action has been or will be taken by any of the Company,
Cenkos 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;
22 the person who it specifies for registration as holder of the
Placing Shares will be: (a) the Placee; or (b) a nominee of the
Placee, as the case may be. Neither the Company nor Cenkos 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
acquire Placing Shares pursuant to the Placing and agrees to pay
the Company and Cenkos in respect of the same (including any
interest or penalties) on the basis that the Placing Shares will be
allotted to the CREST stock account of Cenkos or transferred to the
CREST stock account of Cenkos, whereupon Cenkos will hold them as a
nominee on behalf of the Placee until settlement in accordance with
its standing settlement instructions with it;
23 it is acting as principal only in respect of the Placing or,
if it is acting for any other person, (a) 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 (b) it is and will remain liable to the Company and Cenkos 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);
24 the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it 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;
25 it will not make an 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 in the EEA prior
to the expiry of a period of six months from First 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 and which will not result in
an offer to the public in the United Kingdom within the meaning of
section 85(1) of the FSMA or within the meaning of the UK
Prospectus Regulation, or an offer to the public in any member
state of the EEA within the meaning of the Prospectus
Regulation;
26 if it is within the United Kingdom, it and any person acting
on its behalf (if within the United Kingdom) is a person of a kind
described in: (a) Article 19(5) (Investment Professionals) and/or
49(2) (High net worth companies etc.) of the FSMA (Financial
Promotion) Order 2005, as amended, and/or an authorised person as
defined in section 31 of FSMA; and (b) a "Qualified Investor" being
a person falling within Article 2(e) of the UK Prospectus
Regulation. If it is within a member state of the EEA, it is a
Qualified Investor as defined in Article 2(e) of the Prospectus
Regulation. 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;
27 it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges that this
Announcement is not being issued by Cenkos as an authorised person
under Section 21 of FSMA and therefore is not subject to the same
controls applicable to a financial promotion made by an authorised
person;
28 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 the FSMA
in respect of anything done in, from or otherwise involving the
United Kingdom);
29 if it is a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation or the Prospectus
Regulation, the 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 the UK or in a Relevant State other than Qualified Investors or
in circumstances in which the express prior written consent of
Cenkos has been given to the offer or resale;
30 it has neither received nor relied on any confidential price
sensitive information about the Company in accepting this
invitation to participate in the Placing;
31 neither Cenkos nor any of its affiliates, agents, directors,
officers or employees or 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;
32 neither the Company nor Cenkos, nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of the Company, Cenkos or their respective
affiliates, agents, directors, officers or employees is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing nor
providing advice in relation to the Placing nor in respect of any
representations, warranties, acknowledgements, agreements,
undertakings, or indemnities contained in the Placing Agreement nor
the exercise or performance of Cenkos' rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
33 it acknowledges and accepts that Cenkos may, in accordance
with applicable legal and regulatory provisions, engage in
transactions in relation to the Placing Shares and/or related
instruments for its own account for the purpose of hedging its
underwriting exposure or otherwise and, except as required by
applicable law or regulation, Cenkos will not make any public
disclosure in relation to such transactions;
34 Cenkos 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 Cenkos and/or any of its
affiliates, acting as an investor for its or their own account(s).
Neither the Company nor Cenkos intend to disclose the extent of any
such investment or transaction otherwise than in accordance with
any legal or regulatory obligation to do so;
35 it is aware of the obligations (i) regarding insider dealing
in the Criminal Justice Act 1993, FSMA, MAR and the Proceeds of
Crime Act 2002 and confirms that it has and will continue to comply
with those obligations; and (ii) otherwise arising under the
Regulations;
36 in order to ensure compliance with the Regulations, either
Cenkos (for itself and as agent on behalf of the Company) or the
Registrars may, in their absolute discretion, require verification
of its identity. Pending the provision to Cenkos or the Registrars,
as applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at Cenkos' absolute
discretion or, where appropriate, delivery of the Placing Shares to
it in uncertificated form may be delayed at either Cenkos' or the
Registrars', as the case may be, absolute discretion. If within a
reasonable time after a request for verification of identity,
Cenkos (for itself and as agent on behalf of the Company) or the
Registrars have not received evidence satisfactory to them, Cenkos
and/or the Company may, at their absolute discretion, terminate
their 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;
37 it acknowledges that its commitment to acquire Placing Shares
on the terms set out in this Announcement and in the form of
confirmation will continue notwithstanding any amendment that may
in future be made to the terms and conditions 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 or Cenkos'
conduct of the Placing;
38 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
acknowledges that 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. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
39 it irrevocably appoints any duly authorised officer of Cenkos
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 Announcement;
40 the Company, Cenkos and others (including each of their
respective affiliates, agents, directors, officers or employees)
will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to Cenkos, on its behalf and on behalf of the Company and
are irrevocable;
41 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;
42 time is of the essence as regards its obligations under this Appendix;
43 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 Cenkos;
44 the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
45 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 Ordinary
Shares pursuant to the Placing will be governed by and construed in
accordance with English law and it submits to the exclusive
jurisdiction of the English courts in relation to 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 Cenkos 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.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, Cenkos and each of their respective affiliates, agents,
directors, officers and employees 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,
Cenkos or each of their respective affiliates, agents, directors,
officers or employees arising from the performance of the Placee's
obligations as set out in this Announcement, and further agrees
that the provisions of this Appendix shall survive after the
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 of the Company nor Cenkos 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 Cenkos
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 Cenkos in the event that either
the Company and/or Cenkos has incurred any such liability to such
taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to Cenkos for
itself and on behalf of the Company and are irrevocable.
Each Placee and any person acting on behalf of the Placee
acknowledges that Cenkos 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.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Cenkos may (at its absolute
discretion) satisfy its obligations to procure Placees by itself
agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with Cenkos, any money held in an account with Cenkos 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 relevant rules and regulations of the FCA made under FSMA. Each
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 Cenkos' money (as
applicable) in accordance with the client money rules and will be
held by it under a banking relationship and not as trustee.
References to time in this Announcement are to London time,
unless otherwise stated.
All times and dates in this Announcement may be subject to
amendment.
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
AIM.
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEZZGFRKGMGFZM
(END) Dow Jones Newswires
August 30, 2023 11:30 ET (15:30 GMT)
Rosslyn Data Technologies (LSE:RDT)
過去 株価チャート
から 3 2024 まで 4 2024
Rosslyn Data Technologies (LSE:RDT)
過去 株価チャート
から 4 2023 まで 4 2024
