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Bonhill Group PLC - Placing to raise a minimum of £2.5m

RNS Number : 2915J
Bonhill Group PLC
09 April 2020
 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

9 April 2020

Bonhill Group plc

("Bonhill" or the "Company")

 

Placing to raise a minimum of £2.5 million

and

Launch of Placing by Accelerated Bookbuild

 

Bonhill (AIM: BONH), a leading B2B media business specialising in three key areas: Business Information, Live Events and Data & Insight, announces a proposed placing to raise a minimum of £2.5 million at 5 pence per share (the "Placing Price"). The net proceeds of the Placing will be used to fund the working capital requirements of the Company up to Q4 2020.

 

The Placing will take place in two tranches, with the first tranche of up to 4,858,569 new Ordinary Shares (the "Firm Placing Shares") using the Company's existing Shareholder authorities to issue new shares on a non-pre-emptive basis for cash (the "Firm Placing") and the second tranche of  a minimum of 45,141,431 new Ordinary Shares (the "Conditional Placing Shares" and together with the Firm Placing Shares, the "Placing Shares") to be issued subject to Shareholder approval to be sought at a General Meeting (the "Conditional Placing").

Each director of the Company has indicated their intention to subscribe for new Ordinary Shares in the Placing.

The Company intends to publish and send a circular (the "Circular") to Shareholders convening the General Meeting in connection with the issue of the Conditional Placing Shares on 14 April 2020.  The Circular will also be available on the Company's website: www.bonhillplc.com.

Shore Capital Stockbrokers Limited ("Shore Capital Stockbrokers") and Canaccord Genuity Limited ("Canaccord Genuity" and together with Shore Capital Stockbrokers, the "Brokers") are acting as joint brokers in connection with the Placing.  The Placing Shares are being offered by way of an accelerated bookbuild (the "Bookbuild"), which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in Appendix II to this Announcement.

A further announcement will be made following the close of the Bookbuild, confirming final details of the Placing.

 

Key Highlights

·    Firm Placing of up to 4,858,569 new Ordinary Shares and Conditional Placing of a minimum of 45,141,431 new Ordinary Shares in each case at the Placing Price.

·    Each director of the Company has indicated their intention to subscribe for new Ordinary Shares in the Placing.

·    The Placing Price represents a discount of 23 per cent. to the Company's closing share price on 8 April 2020, the last business day prior to the date of this Announcement

·    The net proceeds of the Placing will be used to fund the working capital requirements of the Company up to Q4 2020.

·    The Firm Placing is conditional, inter alia, upon the Placing Agreement not having been terminated and becoming unconditional in respect of those shares. The Conditional Placing is also conditional, inter alia, upon the passing of the Resolution by the Shareholders at the General Meeting which shall be convened pursuant to a notice of general meeting (the "Notice of General Meeting") to be set out in the Circular and which is intended to be published and posted to Shareholders on 14 April 2020.

 

The Placing is currently expected to conclude on or before 4.30 p.m. on 9 April 2020, with admission of the Firm Placing Shares becoming effective on or around 17 April 2020 ("First Admission") and admission of the Conditional Placing Shares becoming effective on or around 1 May 2020. A further announcement will be made following completion of the Placing.

 

The Placing will open with immediate effect following this announcement. The number and allocation of Placing Shares is at the discretion of the Brokers and a further announcement confirming these details will be made in due course. Members of the public are not entitled to participate in the Placing and none of the Placing Shares are being offered or sold in any jurisdiction where it would be unlawful to do so.

 

Bonhill has entered into a placing agreement (the "Placing Agreement") with the Brokers. Pursuant to the Placing Agreement, each of Shore Capital Stockbrokers and Canaccord Genuity has agreed, in accordance with its terms, to use reasonable endeavours to place the Placing Shares with certain new and existing institutional and other investors. The Placing is not underwritten.

 

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu with the Ordinary Shares, including the right to receive all future dividends and distributions declared, made or paid by reference to a record date falling after their issue. The issue of the Conditional Placing Shares is pursuant to the authorities to be granted at the General Meeting to be held on 30 April 2020.

 

The Company will apply for the Placing Shares to be admitted to trading on AIM. It is expected that settlement of the Firm Placing Shares will take place and that trading will commence at 8:00 a.m. on 17 April 2020 and settlement of the Conditional Placing Shares will take place and that trading will commence at 8:00 a.m. on 1 May 2020.  

 

Further details of the Placing Agreement can be found in the terms and conditions of the Placing contained in Appendix II to this announcement (which forms part of this announcement).

 

By choosing to participate in the Placing and by making a verbal offer to acquire Placing Shares, investors will be deemed to have read and understood this announcement (including the Appendices) in its entirety and to be making such offer on the terms and subject to the conditions in this announcement, and to be providing the representations, warranties and acknowledgements contained in the Appendices.

 

Your attention is drawn to the detailed terms and conditions of the Placing set out in Appendix II to this announcement.

Unless otherwise indicated, capitalised terms in this Announcement have the meaning given to them in the definitions section included in Appendix I to this announcement.

 

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR").

-ends-

 

For further enquiries please contact:

 

Bonhill Group plc

+44 (0)20 7250 7035

Simon Stilwell, Chief Executive

David Brown, Group Finance Director

 

 

 

Shore Capital (Nominated Adviser and Joint Broker)

+44 (0)20 7408 4050

Tom Griffiths/David Coaten (Corporate Advisory)

 

 

 

Canaccord Genuity Limited (Joint Broker)

Bobbie Hilliam

Adam James

Georgina McCooke

 

+44 (0)20 7523 8000

Houston (PR Adviser)

+44 (0)20 3701 7660

Alexander Clelland

 

 

 

About Bonhill Group plc

 

Bonhill Group plc is a leading, AIM-quoted, B2B media company providing Business Insight, Events and Data & Analytics propositions to Financial Services, Diversity and Technology business communities in 25 countries. Bonhill operates fifteen information websites, publishes four regular print titles, hosts 120 events per annum, offers a portfolio of data & analytics propositions and provides a range of content marketing solutions.

 

The business creates content, sales and marketing opportunities, networking events and transactional opportunities for its audiences of entrepreneurs, business owners and managers, CTOs & technology leaders, asset & wealth managers, and professional women, in addition to its sponsors, advertising clients and customers. Flagship brands include: InvestmentNews, Portfolio Adviser, Fund Selector Asia, What Investment, SmallBusiness.co.uk, GrowthBusiness.co.uk, Information Age, Women in… events series, and DiversityQ.

 

NOTICE TO OVERSEAS SHAREHOLDERS

 

The Placing Shares have not been and will not be registered or qualified under the relevant laws of any state, province or territory of the Excluded Territories and may not be offered or sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, into or within any of the Excluded Territories except pursuant to an applicable exemption from such Excluded Territory's registration or qualification requirements.

 

Subject to certain exceptions in compliance with the Securities Act and the rules promulgated thereunder or any applicable laws in the Excluded Territories, this announcement will not be published, released, or distributed, directly or indirectly; and must not be sent, in whole or in part: (i) in or into any Excluded Territory; (ii) to any person within the United States; or (iii) to any person in any jurisdiction where to do so might constitute a violation of local securities laws or regulation.

 

The Placing Shares have not been and will not be registered under the Securities Act or under any securities laws of any state or other jurisdiction of the United States. The Placing Shares may not be offered, sold, taken up, resold, transferred or delivered, directly or indirectly to or within the United States or to any US Person, except pursuant to an applicable exemption from, or a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer in the United States.

 

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission (the SEC), any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

 

No action has been taken by the Company, Shore Capital or Canaccord Genuity that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material in any jurisdiction where action for that purpose is required, other than the United Kingdom. None of the Company, Shore Capital, Canaccord Genuity or any of their respective affiliates, directors, officers, employees or advisers is making any representation to any offeree, purchaser or acquirer of Placing Shares regarding the legality of an investment in the Placing Shares by such offeree, purchaser or acquirer under the laws applicable to such offeree, purchaser or acquirer. This announcement does not constitute an offer to sell the Placing Shares to any person in any jurisdiction. The Company reserves the right, in its sole and absolute discretion, to reject any subscription or purchase of the Placing Shares that the Company or its representatives believe may give rise to a breach or violation of any law, rule or regulation.

 

FORWARD LOOKING STATEMENTS

 

Certain statements contained herein constitute forward-looking statements. The forward-looking statements contained herein include statements about the expected effects of the Placing, the expected timing of the Placing and other statements other than in relation to historical facts. Forward-looking statements including, without limitation, statements typically containing words such as "intends", "anticipates", "targets", "estimates", "believes", "should", "plans", "will", "expects" and similar expressions or statements that are not historical facts are intended to identify those expressions or statements as forward-looking statements. The statements are based on the current expectations of Bonhill Group plc and are subject to uncertainty and changes in circumstances. By their nature, forward-looking statements involve risk and uncertainty and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. There are also a number of other factors that could cause actual results or developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, local and global political and economic conditions, interest rate fluctuations (including those from any potential credit rating decline) and legal or regulatory developments and changes. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements.

 

None of Bonhill Group plc, Shore Capital and Canaccord Genuity nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied by any forward-looking statements contained herein will actually occur. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules for Companies, the Disclosure and Transparency Rules of the Financial Conduct Authority and the City Code on Takeovers and Mergers), none of Bonhill Group plc, Shore Capital and Canaccord Genuity is under any obligation, and each of them expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

COVID-19 virus

Given the rapidly changing global situation, and the current uncertainty over the duration of the disruption caused by the Covid-19 pandemic, it is impossible to predict, with any certainty, the continuing impact on the Group's business. As such, this announcement should be considered against this backdrop and Shareholders and potential investors should understand that there is a very high level of uncertainty surrounding any forward-looking statements and assumptions stated in connection with the Placing.

 

For more information visit www.bonhillplc.com

 

A circular containing details of the Placing is expected to be posted to Shareholders on 14 April 2020 along with a Form of Proxy to vote at a General Meeting expected to be convened for 30 April 2020 (the "Circular"). Capitalised terms in this announcement are defined as set out at the end of this announcement. The Circular will be available on the Company's website, www.bonhillplc.com.

 

APPENDIX I

1.     Introduction

The Company announces a proposed placing to raise a minimum of £2.5 million at 5 pence per share (the "Placing Price").

The Placing will take place in two tranches, with the first tranche of up to 4,858,569 new Ordinary Shares (the "Firm Placing Shares") using the Company's existing Shareholder authorities to issue new shares on a non-pre-emptive basis for cash (the "Firm Placing") and the second tranche of  a minimum of 45,141,431 new Ordinary Shares (the "Conditional Placing Shares" and together with the Firm Placing Shares, the "Placing Shares") to be issued subject to Shareholder approval to be sought at a General Meeting (the "Conditional Placing").

The Placing Price represents a discount of approximately 23 per cent. to the closing mid-market price of 6.5 pence on 8 April 2020, the last trading day prior to the release of this announcement.

The issue of the Conditional Placing Shares is subject to the passing of the Resolution at the General Meeting.

Further details of the Placing and the Shareholder approval required in relation to it, are set out below.

The purpose of this announcement is to provide Shareholders with further information on the Placing, and why the Board believes that it is in the best interests of the Company and its Shareholders as a whole and recommends that Shareholders vote in favour of the Resolution to be proposed at the General Meeting, notice of which will be set out at the end of the Circular, as they intend to do in respect of their aggregate shareholdings representing approximately 4.0 per cent. of the Existing Ordinary Share Capital.

In the event that the Resolution is not passed and the Company is unable to complete the Conditional Placing, based on the uncertainty of projected cash flows of the Group in light of the COVID-19 outbreak, it is likely that the Company would have to take even more severe actions to preserve its cash position in the short term. Any such actions may well have an adverse impact on Shareholder value.

2.     Background to and reasons for the Placing

On 23 March 2020, the Company released a COVID-19 Update, in which it stated that the COVID-19 pandemic was causing significant disruption to the Financial Services, Technology and Diversity communities that it serves in its four key geographies, being the UK, Europe, North America and Asia. The Company stated that it had been managing the impact of the virus on its business in Asia since earlier this year, which has proven beneficial in its ability to manage the recent rapid escalation of COVID-19 in those other regions.

The Company's overriding concern remains the health, safety and wellbeing of its employees, clients and partners.  It is complying with all relevant government recommendations globally and its staff are successfully working remotely, made possible by their flexible and positive attitude and the Company's significant investment in a technology platform over the past year. 

In light of developments and the conditions in which the Group is operating, the Board provides the following update:

·      At the end of 2019, approximately 40 per cent. of the Group's total consolidated unaudited revenue of £24.4 million was derived from events activity across its four key geographies. 

 

·      As announced in its trading update released on 20 January 2020, the Company started 2020 well with strong forward bookings in the UK and US following the decisive UK General Election result, greater clarity on Brexit and the well-publicised issues in UK fund management caused by a high-profile fund failure;

 

·      In 2020, the Company has run 16 events, but as the impact of COVID-19 has increased this has scaled down, particularly in March, and it has no events scheduled until July 2020 at the earliest;

 

·      The vast majority of the Company's UK, US, European and Asian events have been postponed until July 2020 at the earliest or more commonly to the third and fourth quarters of 2020; specifically the events deferred to the second half were expected to generate total revenues of £5.0 million, comprising approximately £1.8 million in the US, £1.7 million in the UK, £1.2 million in Europe and £0.3 million in Asia;

 

·      A very small number of events generating a total revenue of approximately £0.2 million have been cancelled, but are expected to return in 2021;

 

·      The combined impact of COVID-19 on the Company's events business will be to lower expected revenue by £5.2 million and gross profit by £3.1 million for the first half of the Company's financial year ending 31 December 2020 ("FY2020"). As previously described, revenues of £5.0 million have been postponed until the second half of FY2020;

 

·      Three events have been moved to a webinar format which has been well received by clients who seek to maintain dialogue with their core community.  More events will utilise webinar formats as appropriate; 

 

·      Management has seen a surge of interest in the Company's Small Business offering (www.smallbusiness.co.uk). It was already performing ahead of budget in the year to date and saw 1.2 million unique users in March 2020 compared to 181,000 in February 2020. It has also grown its email subscribers fourfold during the month of March, which is a reflection of the need for information in uncertain times by a core community and the role we play in supporting that community;

 

·      In 2019, the Company made annualised cost savings of £1.5 million and in response to COVID-19 we have had to undertake further significant cost savings across the Group resulting in a 15 per cent. reduction in roles in the UK and European businesses. When aggregated with additional cost savings that have been made or been identified across the Group, this is expected to result in further savings of £3.8 million.  The Group now operates in one site in the UK and has the benefit of shared, IT, finance, marketing and event operations services;

 

·      Across the Group, costs are being tightly managed, and we are taking actions to conserve cash, such as the reduction in roles referred to above, including a furlough process, which took effect from 1 April 2020 and deferral of paying PAYE and VAT. As at 20 March 2020, the Group had a total cash balance of £1.6 million and a vendor loan of $3.1 million repayable in monthly instalments until August 2021. The Board is in discussions with banks in the UK and the US to try to take advantage of the Government backed loan schemes being made available, but does not know how long the process will take or whether the Company's application might prove successful or not. 

 

Other than those referred to above, all of the Company's remaining events are currently expected to go ahead as planned in Q3 or Q4 2020.  The situation is evolving on a daily basis, and the Board will continue to work hard to mitigate the impact that the outbreak is having on the Company.

Given the lack of certainty on the outcome of FY2020 and its actions to conserve cash, the Board suspended dividend payments until the outlook is clearer and more normal trading conditions have resumed. However, on the assumption that in FY2020 the Company generates approximately £20 million of revenue, the Board considers that the Company should be EBITDA positive in FY2020. 

In light of the above, the Board therefore considers that it is now appropriate to raise a minimum of £2.5 million for working capital purposes by way of the Placing.

3.     Details of the Placing

The Company announces that it proposes to raise, in aggregate, a minimum of £2.5 million (gross of expenses) by way of the Placing pursuant to which Shore Capital and Canaccord Genuity, as agents of and on behalf of the Company, intend to conditionally place the Placing Shares with Placees at the Placing Price.

The Firm Placing is conditional, inter alia, upon the Placing Agreement not having been terminated and becoming unconditional in respect of those shares, including First Admission which it is expected will become effective, and dealings in the Firm Placing Shares will commence, at 8.00 am. on 17 April 2020.

The Conditional Placing is conditional, amongst other things, on:

(i)     the passing of the Resolution at the General Meeting;

(ii)    the Placing Agreement becoming unconditional in all respects save for Second Admission by no later than 8.00 a.m. on 1 May 2020 (or such later date, as the Brokers may agree being no later than 8.00 a.m. on 15 May 2020) and not having been terminated in accordance with its terms; and

(iii)    Second Admission.

 

The Placing Agreement contains customary warranties given by the Company to the Brokers in respect of matters relating to the Company and its business and a customary indemnity given by the Company to the Brokers in respect of certain liabilities they may incur in respect of the Placing. The Brokers have the right to terminate the Placing Agreement in certain circumstances prior to Second Admission, in particular in the event of a material breach of the warranties or a force majeure event.

The Placing Shares will represent a minimum of approximately 51 per cent. of the Enlarged Share Capital and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after their date of issue.

If the Resolution is passed at the General Meeting, it is expected that Second Admission will become effective and dealings in the Conditional Placing Shares will commence at 8.00 am. on 1 May 2020.

4.     Use of proceeds

The net proceeds of the Placing will be used to fund the working capital requirements of the Company up to Q4 2020.      

5.     Admission, settlement and dealings

Application has been made for the Placing Shares to be admitted to trading on AIM. If the Resolution is passed at the General Meeting, it is expected that Second Admission will become effective and dealings in the Conditional Placing Shares will commence at 8.00 a.m. on 1 May 2020. These dates and times may change.

The Company will apply for the Firm Placing Shares and the Conditional Placing Shares to be admitted to CREST with effect from First Admission and Second Admission respectively. Accordingly, settlement of transactions in New Ordinary Shares held in uncertificated form following their issue will take place within the CREST system.

CREST is a voluntary system and holders of Ordinary Shares who wish to receive and retain share certificates will be able to do so.

All Placing Shares will be issued payable in full at the Placing Price. It is intended that, if applicable, definitive share certificates in respect of the Firm Placing Shares will be distributed by 1 May 2020 and for Conditional Placing Shares by 15 May 2020 or as soon as practicable thereafter. No temporary documents of title will be issued.

6.     Unaudited preliminary results for the year ended 31 December 2019

On 24 March 2020, the Company announced its unaudited preliminary results for the year ended 31 December 2019. Revenue was £24.4 million (9 months ended 31 December 2018: £8.0 million), adjusted EBITDA of £2.3 million (9 months ended 31 December 2019: £0.9 million) and net assets of £29.9 million (31 December 2018: £22.9 million). The Company's audited financial statements are expected to be published in late April 2020.

7.     Directors' participation in the Placing

Each director of the Company has indicated their intention to subscribe for new Ordinary Shares in the Placing.

8.     General Meeting

To enable the Conditional Placing to be implemented, it is necessary for Shareholders to give the Board the necessary authorities to allot the Conditional Placing Shares.

Accordingly, you will find at the end of the Circular the notice convening the General Meeting to be held at the offices of the Company Secretary, 7 York Road, Woking GU22 7XH at 10.00 a.m. on 30 April 2020. The following resolution will be proposed at the General Meeting as a special resolution:

Authority to allot shares and disapplication of pre-emption rights

(a)    To grant authority to the Directors to allot (i) shares in connection with the Conditional Placing; and (ii) any further Ordinary Shares up to a maximum aggregate nominal amount, which amount represents approximately two thirds of the Company's Enlarged Share Capital. This additional two-thirds authority is granted on the basis that any amount in excess of one third of the Enlarged Share Capital may only be allotted pursuant to a fully pre-emptive rights issue. The Directors have no present intention of exercising any part of the additional 'two thirds' authority.

(b)    To allow the Directors to allot equity securities as if the statutory pre-emption rights contained in section 561(1) of the Act do not apply. This authority is limited to the allotment of shares in connection with (i) the Conditional Placing; (ii) rights issues and other pre-emptive offers; and (iii) otherwise up to an aggregate nominal amount, representing approximately 20 per cent. of the Enlarged Share Capital.

 

9.     Action to be taken

In view of the ongoing COVID-19 pandemic, the Company and the Board remind all Shareholders of the British Government's new rules prohibiting gatherings of more than two people from a different household. Shareholders of the Company should therefore comply with the Government's rules by not attending the General Meeting in person and instead appoint the Chairman of the meeting as their proxy with their voting instructions. The deadline for doing this is by 10.00 a.m. on 28 April 2020.  In order to reduce the risk of infection, the meeting will end immediately following the business of the General Meeting. Any Shareholder seeking to gain entry to the General Meeting will be refused entry. The Company is taking these precautionary measures to comply with the British Government's rules in relation to the COVID-19 pandemic, to safeguard its Shareholders' and employees' health and to make the General Meeting as safe as possible.

The Circular will be sent together with a Form of Proxy for use by Shareholders at the General Meeting. The Form of Proxy should be completed in accordance with the instructions printed thereon and forwarded to the Company's registrars, Share Registrars, submitted electronically through CREST, or scanned copies may be sent via email to the following address: [email protected] with 'Bonhill Group PLC General Meeting Vote' in the subject line as soon as possible, and in any event so as to be received by no later than 10.00 a.m. on 28 April 2020.

In the event that the Resolution is not passed and the Company is unable to complete the Conditional Placing, based on the uncertainty of projected cash flows of the Group in light of the COVID-19 outbreak, it is likely that the Company would have to take even more severe actions to preserve its cash position in the short term. Any such actions may well have an adverse impact on Shareholder value.

10.   Recommendation

The Directors consider that the Placing in the best interests of the Company and Shareholders as a whole.

Accordingly, the Directors unanimously recommend that you vote in favour of the Resolution as they intend to do in respect of their own direct and beneficial shareholdings being, in aggregate, 1,922,885 Existing Ordinary Shares, representing approximately 4.0 per cent. of the Existing Ordinary Share Capital.

 

PLACING STATISTICS     

                                               

Placing Price per Placing Share

5p

Number of Existing Ordinary Shares

48,585,692

Number of Firm Placing Shares

4,858,569

Number of Ordinary Shares in issue immediately following First Admission

53,444,261

Minimum number of Conditional Placing Shares

45,141,431

Minimum number of Ordinary Shares in issue immediately following Second Admission

98,585,692

Minimum percentage of the Enlarged Share Capital represented by the New Ordinary Shares

51 per cent.

Minimum estimated gross proceeds of the Placing receivable by the Company

£2.5 million

Minimum estimated net proceeds of the Placing receivable by the Company

£2.3 million

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

 

2020

Publication and posting of the Circular and the Forms of Proxy

14 April

Admission to trading on AIM of the Firm Placing Shares and enablement in CREST

17 April

Latest time and date for return of Forms of Proxy or CREST Proxy instructions for the General Meeting

10.00 a.m. on 28 April

General Meeting

10.00 a.m. on 30 April

Announcement of the result of the General Meeting

30 April

Admission to trading on AIM of the Conditional Placing Shares and enablement in CREST

8.00 a.m. on 1 May

Despatch of definitive share certificates for Firm Placing Shares

1 May

Despatch of definitive share certificates for Conditional Placing Shares in certificated form (where applicable)

15 May

Notes:

1.     References in this announcement are to London, UK time unless otherwise stated.

2.     The timing of the events in the above timetable and in this announcement is indicative only. If any of the above times and/or dates are adjusted by the Company, the revised times and/or dates will be notified to the London Stock Exchange by an announcement via an RIS and, where appropriate, to Shareholders.

3.     The timetable assumes that there is no adjournment of the General Meeting. If there is an adjournment, all subsequent dates are likely to be later than those shown.

 

DEFINITIONS

The following definitions apply throughout this announcement, unless the context otherwise requires:

Act

Companies Act 2006

 

First Admission

admission of the Firm Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules for Companies

 

AIM

the market of that name operated by the London Stock Exchange

 

AIM Rules for Companies

the AIM Rules for Companies published by the London Stock Exchange, as amended

 

Board or Directors

the directors of the Company as at the date of this announcement, or any duly authorised committee thereof

 

Brokers

Shore Capital and Canaccord Genuity

 

Canaccord Genuity

Canaccord Genuity Limited

 

Certificated or certificated form

means not in uncertificated form (that is, not in CREST)

 

Circular

the circular, including the Notice convening the General Meeting, which it is anticipated will be dispatched to Shareholders on or around 14 April 2020

 

Company or Bonhill

Bonhill Group plc, a company incorporated in England and Wales with registered number 02607995

 

Conditional Placing

the conditional placing by Shore Capital and Canaccord Genuity, as agents of and on behalf of the Company, of the Conditional Placing Shares at the Placing Price on the terms and subject to the conditions of the Placing Agreement

 

Conditional Placing Shares

a minimum of 45,141,431 new Ordinary Shares which are to be issued under the Conditional Placing

 

CREST

the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator

 

CREST Manual

the rules governing the operation of CREST, consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparts Service Manual, CREST Rules, Registrar Service Standards, Settlement Discipline Rules CCSS Operations Manual, Daily Timetable, CREST Application Procedure and CREST Glossary of Terms (all as defined in the CREST Glossary of Terms) promulgated by Euroclear on 15 July 1996, (as amended) and published by Euroclear

 

CREST member

a person who has been admitted by Euroclear as a system member (as defined in the CREST Regulations)

 

CREST Regulations

the Uncertificated Securities Regulations 2001 (SI2001/3755)

 

Enlarged Share Capital

the issued share capital of the Company immediately following Second Admission

 

Euroclear

Euroclear UK and Ireland Limited (formerly named CrestCo Limited), the operator of CREST

 

Existing Ordinary Share Capital

the issued ordinary share capital of the Company at the date of this announcement, comprising 48,585,692 Existing Ordinary Shares

 

Existing Ordinary Shares

ordinary shares of 1p each in the capital of the Company in issue as at the date of this announcement

 

FCA

the Financial Conduct Authority

 

Firm Placing

the placing by Shore Capital and Canaccord Genuity, as agents of and on behalf of the Company, of the Firm Placing Shares at the Placing Price on the terms and subject to the conditions of the Placing Agreement

 

Firm Placing Shares

4,858,569 new Ordinary Shares which are to be issued under the Firm Placing

 

Form of Proxy or Proxy Form

the form of proxy to be enclosed with the Circular for use by Shareholders in connection with the General Meeting

 

FSMA

the Financial Services and Markets Act 2000, as amended

 

General Meeting

the general meeting of the Company convened for 10.00 a.m. on 30 April 2020 at the offices of the Company Secretary, 7 York Road, Woking GU22 7XH, and any adjournment thereof, notice of which is to be set out at the end of the Circular

 

Group

the Company and its subsidiaries at the date of this announcement

 

London Stock Exchange

London Stock Exchange plc

 

Notice or Notice of Meeting

the notice of General Meeting to be set out at the end of the Circular

 

Ordinary Shares

ordinary shares of 1p each in the capital of the Company

 

Placees

persons who have agreed to subscribe for Ordinary Shares pursuant to the Conditional Placing

 

Placing

the Firm Placing and Conditional Placing by Shore Capital and Canaccord Genuity, as agents of and on behalf of the Company, of the Placing Shares at the Placing Price on the terms and subject to the conditions of the Placing Agreement

 

Placing Agreement

the agreement dated 9 April 2020 and made between the Company, Shore Capital Corporate, Shore Capital Stockbrokers and Canaccord Genuity, details of which are set out in this announcement

 

Placing Price

5 pence per Placing Share

 

Placing Shares or New Ordinary Shares

a minimum of 50,000,000 new Ordinary Shares which are to be issued under the Placing

 

Registrars or Share Registrars

Share Registrars Limited

 

RIS

a regulatory information service that is approved by the FCA and that is on the list of regulatory information service providers as maintained by the FCA

 

Resolution

the resolution to be proposed at the General Meeting, details of which are set out in the Notice of Meeting

 

Second Admission

admission of the Conditional Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules for Companies

 

Shareholders

holders of Ordinary Shares from time to time

 

Shore Capital

Shore Capital Stockbrokers and/or Shore Capital and Corporate, as the context permits

 

Shore Capital and Corporate

Shore Capital and Corporate Limited

 

Shore Capital Stockbrokers

Shore Capital Stockbrokers Limited

 

Sterling, £, pence or p

the lawful currency of the UK

 

Uncertificated or uncertificated form

recorded on the relevant register of Ordinary Shares 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 UK

the United Kingdom of Great Britain and Northern Ireland

 

United States or US

the United States of America, its territories and possessions, any state of the United States and the District of Columbia

 

       

 

APPENDIX II

 TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, DOES NOT CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.  THIS ANNOUNCEMENT AND THIS APPENDIX DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF THE COMPANY IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED THEREIN (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, THE REPUBLIC OF IRELAND, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA 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 INTENDED 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 AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (TOGETHER WITH ITS DELEGATED AND IMPLEMENTING REGULATIONS) (THE "PROSPECTUS REGULATION")  ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (I) ARE PERSONS HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

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

INFORMATION TO DISTRIBUTORS

FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS OF EACH OF (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS AMENDED ("MIFID II"); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II; AND (C) LOCAL IMPLEMENTING MEASURES (TOGETHER, THE "MIFID II PRODUCT GOVERNANCE REQUIREMENTS") AND FOR NO OTHER PURPOSES, EACH OF SHORE CAPITAL STOCKBROKERS LIMITED ("SHORE ") AND CANACCORD GENUITY  LIMITED ("CANACCORD GENUITY") HAS CARRIED OUT AN ASSESSMENT OF THE ORDINARY SHARES AND HAS DETERMINED THEM TO BE: (I) COMPATIBLE WITH AN END TARGET MARKET OF RETAIL INVESTORS AND INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES, EACH AS DEFINED UNDER THE FCA'S CONDUCT OF BUSINESS SOURCEBOOK; AND (II) ELIGIBLE FOR DISTRIBUTION THROUGH ALL DISTRIBUTION CHANNELS AS ARE PERMITTED BY MIFID II (THE "TARGET MARKET ASSESSMENT").

ALL DISTRIBUTORS SHOULD NOTE THAT: THE PRICE OF ORDINARY SHARES MAY DECLINE AND INVESTORS COULD LOSE ALL OR PART OF THEIR INVESTMENT; THE ORDINARY SHARES OFFER NO CERTAINTY OF INCOME AND NO CAPITAL PROTECTION; AND AN INVESTMENT IN THE ORDINARY SHARES IS COMPATIBLE ONLY WITH INVESTORS WHO: (I) DO NOT NEED A CERTAIN AND PROTECTED INCOME OR CAPITAL PROTECTION; AND (II) (EITHER ALONE OR IN CONJUNCTION WITH AN APPROPRIATE FINANCIAL OR OTHER ADVISER) ARE CAPABLE OF EVALUATING THE MERITS AND RISKS OF SUCH AN INVESTMENT AND HAVE SUFFICIENT RESOURCES TO BE ABLE TO BEAR ANY LOSSES THAT MAY RESULT THEREFROM. THE TARGET MARKET ASSESSMENT IS ADDITIONAL TO THE RESTRICTIONS CONTAINED WITHIN THE TERMS OF THE PLACING. IN ALL CIRCUMSTANCES, SHORE AND CANACCORD GENUITY WILL ONLY PROCURE INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES.

FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE PURPOSES OF MIFID II OR OTHERWISE; OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE ORDINARY SHARES.

EACH DISTRIBUTOR IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE ORDINARY SHARES AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.

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 UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (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.

No action has been taken by the Company, Shore, Canaccord Genuity 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 the Placing Shares in any jurisdiction where action for that purpose is required. 

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, the Republic of Ireland, Australia, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful.  No public offering of the Placing Shares is being made in any such jurisdiction.

All offers of the Placing Shares will be made pursuant to an exemption under the 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 or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa or in any other jurisdiction.  Accordingly, the Placing Shares may not (unless an exemption under relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligation 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

Each person who is invited to and who chooses to participate in the Placing (a "Placee") will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and subscribing for 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 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 any member state of the EEA or to which the Prospectus Regulation otherwise applies other than Qualified Investors or in circumstances in which the prior consent of Shore and Canaccord Genuity has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons;

3              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;

4              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

5              except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 3 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 or any other regulatory body in any member state in the EEA in relation to the Placing or the Placing Shares.

The Placees' commitments will be made solely on the basis of this Announcement 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 this Announcement), representation, warranty or statement made by or on behalf of Shore, Canaccord Genuity, the Company or any other person and none of Shore, Canaccord Genuity, the Company 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.  Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

Shore and Canaccord Genuity have today entered into the Placing Agreement with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, each of Shore and Canaccord Genuity, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees to subscribe for the Placing Shares at the Placing Price, such subscription commitments being conditional upon the conditions (summarised below) being satisfied by the Company or otherwise waived by Shore and Canaccord Genuity.  The Placing is not being underwritten by Shore or Canaccord Genuity or any other person.

The Placing Shares will, when issued, be subject to the articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

Application for admission to trading

Applications 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 at 8.00 a.m. on or around 17 April 2020 and that dealings in the Firm Placing Shares on AIM will commence at the same time, and that Second Admission will commence on or around 1 May 2020 and that dealings in the Conditional Placing Shares on AIM will commence at the same time.

Principal terms of the Placing

1              Shore is acting as nominated adviser and, together with Canaccord Genuity, as joint brokers to the Placing, as agents for and on behalf of the Company.  Shore and Canaccord Genuity are authorised and regulated in the United Kingdom by the FCA and are 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 their respective 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 Shore or Canaccord Genuity to participate.  Shore and Canaccord Genuity and any of their respective affiliates are entitled to participate in the Placing as principals.

3              The price per Placing Share will be payable by all Placees to Shore or Canaccord Genuity (as applicable) (as agent of the Company). The Placing Price and number of Placing Shares will be agreed between the Company, Shore and Canaccord Genuity at the close of the bookbuild and confirmed to Placees by telephone and/or email along with their final allocation, and will be disclosed in the announcement confirming the result of the Placing.

4              Each Placee's allocation of Firm Placing Shares and Conditional Placing Shares is determined by Shore and Canaccord Genuity in their discretion following consultation with the Company and has been or will be confirmed orally by Shore or Canaccord Genuity 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 Shore or Canaccord Genuity (as applicable) and the Company, under which it agrees to acquire the number of Placing Shares allocated to the Placee at the Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association. Except with Shore's and Canaccord Genuity's prior written consent, 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 each such Placee by Shore or Canaccord Genuity (as applicable). The terms and conditions 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 Shore and Canaccord Genuity (as applicable) (as agent for the Company), to pay to Shore or Canaccord Genuity (as applicable) (or as Shore or Canaccord Genuity (as applicable) may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

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 issued 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 Shore and Canaccord Genuity 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) Shore, (b) Canaccord Genuity, (c) any of their respective affiliates, agents, directors, officers, consultants, (d) to the extent not contained within (a) or (b), any person connected with Shore or Canaccord Genuity as defined in FSMA ((c) and (d) being together "affiliates" and individually an "affiliate" of Shore or Canaccord Genuity (as applicable)) or (e) any person acting on Shore's or Canaccord Genuity's behalf, 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, none of Shore, Canaccord Genuity or any of their respective affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of their conduct of the Placing or of such alternative method of effecting the Placing as Shore, Canaccord Genuity and the Company may agree.

Registration and Settlement

Settlement of transactions in the Placing Shares will take place inside the CREST system.

Settlement of transactions in the Placing Shares will, unless otherwise agreed, take place on a delivery versus payment basis within CREST.

The Company will procure the delivery of the Placing Shares to CREST accounts operated by Canaccord Genuity or Shore (as applicable) for the Company and Canaccord Genuity or Shore (as applicable) will enter their delivery (DEL) instructions into the CREST system. The input to CREST by each Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

The Company reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to any Placee in any form it requires if, in Canaccord Genuity's and Shore's opinion, delivery or settlement is not possible or practicable within CREST or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the close of the bookbuild for the Placing, each Placee allocated Placing Shares in the Placing may be sent a conditional trade confirmation stating the number of Placing Shares, the Placing Price and the subscription amount payable to be allocated to it and will be required to provide Shore or Canaccord Genuity (if applicable) with funds sufficient to purchase such securities prior to the Settlement Date (see below).

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

It is expected that settlement of the Firm Placing Shares will take place on or about 17 April 2020 and that settlement of the Conditional Placing Shares will take place on or about 1 May 2020 in CREST, each on a basis in accordance with the instructions set out in the conditional trade confirmation. Settlement will be through Canaccord Genuity against CREST ID: 805 or Shore against CREST ID: 601 (DJCLT) (as applicable).

Following the close of the bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a conditional trade confirmation(s) stating the number of Placing Shares to be allocated to it at the Placing Price and settlement instructions.

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the applicable registration and settlement procedures, including if applicable, CREST rules and regulations and settlement instructions that it has in place with Canaccord Genuity or Shore (as applicable).

If the Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the conditional trade confirmation is copied and delivered immediately to the relevant person within that organisation.

Firm Placing Shares Trade Date: 15 April 2020

Firm Placing Shares Settlement Date: 17 April 2020 (Electronic)

Conditional Placing Shares Trade Date: 29 April 2020

Conditional Placing Shares Settlement Date: 1 May 2020 (Electronic)

ISIN code for the Placing Shares: GB00BFWYSS80

SEDOL code for the Placing Shares: BFWYSS8

No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee provided that the Placing Shares are not issued to a person whose business is or includes issuing depositary receipts or the provision of clearance services or to an agent or nominee for any such person.

The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, UK stamp duty or stamp duty reserve tax may be payable, for which none of the Company, Shore or Canaccord Genuity will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company, Shore and Canaccord Genuity in the event that the Company, Shore or Canaccord Genuity has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Canaccord Genuity or Shore accordingly.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of Shore and Canaccord Genuity under the Placing Agreement in respect of the Firm Placing, are, and the Firm Placing is, conditional upon, inter alia:

(a)           none of the warranties or undertakings contained in the Placing Agreement being or having become untrue, inaccurate or misleading at any time before First Admission, and no fact or circumstance having arisen which would constitute a breach of any of the warranties or undertakings given in the Placing Agreement or which would constitute a specified event, being an event occurring or matter arising on or after the date of the Placing Agreement and before First Admission which, which, if it had occurred before the date of the Placing Agreement, would have rendered any of the warranties in the Placing Agreement untrue or incorrect;

(b)           the fulfilment by the Company of its obligations under the Placing Agreement to the extent they fall to be performed prior to First Admission;

(c)           the Company allotting and issuing the Firm Placing Shares conditional only on First Admission, in accordance with the Placing Agreement; and

(d)           First Admission occurring by not later than 8.00 a.m. on 17 April 2020 (or such later date as the Company, Shore and Canaccord Genuity may agree in writing, in any event being not later than 1 May 2020).

The obligations of Shore and Canaccord Genuity under the Placing Agreement in respect of the Conditional Placing, are, and the Conditional Placing is, conditional upon, inter alia:

(a)           First Admission having occurred;

(b)           none of the warranties or undertakings contained in the Placing Agreement being or having become untrue, inaccurate or misleading at any time before Second Admission, and no fact or circumstance having arisen which would constitute a breach of any of the warranties or undertakings given in the Placing Agreement or which would constitute a specified event, being an event occurring or matter arising on or after the date of the Placing Agreement and before Second Admission which, which, if it had occurred before the date of the Placing Agreement, would have rendered any of the warranties in the Placing Agreement untrue or incorrect;

(c)           the fulfilment by the Company of its obligations under the Placing Agreement to the extent they fall to be performed prior to Second Admission;

(d)           the due convening of the General Meeting and passing of the Resolution thereat without amendment;

(e)           the Company allotting and issuing the Conditional Placing Shares conditional only on Second Admission, in accordance with the Placing Agreement; and

(f)            Second Admission occurring by not later than 8.00 a.m. on 1 May 2020 (or such later date as the Company, Shore and Canaccord Genuity may agree in writing, in any event being not later than 15 May 2020).

All conditions to the obligations of Shore and Canaccord Genuity included in the Placing Agreement being together, the "conditions".

If any of the conditions 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, Shore and Canaccord Genuity may agree) the Placing Agreement and the rights and obligations in it shall 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 Shore and Canaccord Genuity, in their absolute discretion by notice in writing to the Company and Shore and Canaccord Genuity 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.

Shore and Canaccord Genuity may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Neither Shore, Canaccord Genuity, 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 nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing, each Placee agrees that any such decision is within the absolute discretion of Shore and Canaccord Genuity.

Termination of the Placing

Either Shore or Canaccord Genuity (as the case may be) may terminate the Placing Agreement, in accordance with its terms, at any time prior to Second Admission if, inter alia:

1              it comes to the attention of Shore or Canaccord Genuity that any of the warranties in the Placing Agreement were not true or accurate, or were misleading when given or deemed given; or

2              it comes to the attention of Shore or Canaccord Genuity that the Company has failed to comply with its obligations under the Placing Agreement, the Act, FSMA, the AIM Rules for Companies or other applicable law; or

3              it comes to the attention of Shore or Canaccord Genuity that any statement contained in, inter alia, this Announcement, the investor presentation and the Circular (the "Issue Documents") has become or been discovered to be untrue, inaccurate or misleading or a new matter has arisen that constitutes a material admission from the Issue Documents; or

4              there shall have developed or occurred a change in national or international financial, monetary, economic, political, environmental or stock market conditions, which in the opinion of Shore or Canaccord Genuity (as the case may be) is or is likely to be, prejudicial to the Group, the Placing  or Admission.

If the Placing Agreement is terminated prior to First Admission then the Placing will not occur. If the Placing Agreement is terminated following First Admission but prior to Second Admission then the Conditional Placing will not occur but Placees obligations will remain fully effective in respect of the Firm Placing.

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 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, Shore and Canaccord Genuity that the exercise by the Company, Shore or Canaccord Genuity 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, Shore or Canaccord Genuity and that neither the Company, Shore nor Canaccord Genuity need make any reference to such Placee and that neither Shore, Canaccord Genuity, the Company, 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 of this Appendix and will not be capable of rescission or termination by it after the issue by Shore or Canaccord Genuity (as applicable) of a Form of Confirmation confirming each Placee's allocation and commitment in the Placing.

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges and agrees (for itself and for any such prospective Placee) that (save where Shore and Canaccord Genuity expressly agrees in writing to the contrary):

1              it has read and understood this Announcement in its entirety and that its subscription for 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 Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement;

2              it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document: (a) is required under the Prospectus Regulation; and (b) has been or will be prepared in connection with the Placing;

3              the Existing Ordinary Shares are (and the Placing Shares will be) admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules for Companies, 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 and trading position of the Company in accepting a participation in the Placing and neither Shore, Canaccord Genuity, 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; nor has it requested any of Shore, Canaccord Genuity, 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              the content of this Announcement is exclusively the responsibility of the Company and the Directors and neither Shore, Canaccord Genuity nor any person acting on behalf of either of them or any of their respective affiliates, agents, directors, officers or employees has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company or any member of the Group;

6              the only information on which it is entitled to rely and on which it has relied in committing to subscribe for the Placing Shares is contained in this Announcement, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement;

7              neither Shore, Canaccord Genuity, the Company nor any of their respective affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the information contained in this Announcement;

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 Shore, Canaccord Genuity, the Company or any person acting on their behalf may have conducted with respect to the Company, the Placing or the Placing Shares;

10           the content of this Announcement has been prepared by and is exclusively the responsibility of the Company and the Directors and that neither Shore, Canaccord Genuity nor any person acting on their behalf is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement, 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.  Nothing in this this Appendix shall exclude any liability of any person for fraudulent misrepresentation;

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

12           it and/or each person on whose behalf it is participating:

12.1.         is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;

12.2.        has fully observed such laws and regulations;

12.3.        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

12.4.        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 it is required to comply with all applicable laws and regulations with respect to its subscription for Placing Shares;

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

14           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 re-offer, resale, pledge or transfer of the Placing Shares;

15           the Company is not registered under the Investment Company Act and that the Company has put in place restrictions to ensure that it is not and will not be required to register under the Investment Company Act;

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 is not acquiring the Placing Shares as a result of any "directed selling efforts" as defined in Regulation S under the Securities Act;

18           if the Placing Shares are being acquired for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account;

19           it (and any account for which it is purchasing) is acquiring the Placing Shares for investment purposes only and is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof in violation of the Securities Act or any other securities laws of any state or other jurisdiction of the United States;

20           the Company is not obliged to file any registration statement in respect of any resales of the Placing Shares in the United States with the US Securities and Exchange Commission or with any securities administrator of any state or other jurisdiction of the United States;

21           if in the future it decides to offer, sell, transfer, assign or otherwise dispose of the Placing Shares, it will do so only in compliance with an exemption from the registration requirements of the Securities Act and under circumstances with will not require the Company to register under the Investment Company Act;

22           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;

23           neither Shore, Canaccord Genuity, any of their respective affiliates, agents, directors, officers or employees nor any person acting on behalf of any of them is making any recommendations to it or 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 Shore or Canaccord Genuity and Shore and Canaccord Genuity have no 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;

24           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 Shore or Canaccord Genuity (as applicable) 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 Shore and Canaccord Genuity may, in their 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;

25           no action has been or will be taken by any of the Company, Shore, Canaccord Genuity 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;

26           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.  None of Shore, Canaccord Genuity or the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement.  Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to pay the Company, Shore and Canaccord Genuity in respect of the same (including any interest or penalties) on the basis that the Placing Shares will be allotted to a CREST stock account of Shore or Canaccord Genuity (as the case may be) or transferred to a CREST stock account of Shore or Canaccord Genuity (as the case may be) who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

27           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, Shore and Canaccord Genuity 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);

28           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;

29           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 elsewhere in the EEA prior to the expiry of a period of six months from Second 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 FSMA or an offer to the public in any other member state of the EEA within the meaning of the Prospectus Regulation;

30           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 Order and/or an authorised person as defined in section 31 of FSMA; and (b) section 86 of FSMA ("Qualified Investor"), being a person falling within 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;

31           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 FSMA) relating to Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and it acknowledges that:

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

31.2.        if it is a financial intermediary, as that term is used in Article 5(1) of 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 a member state of the EEA other than Qualified Investors, or in circumstances in which the express prior written consent of Shore and Canaccord Genuity has been given to the offer or resale;

31.3.        (other than as set out in this Announcement) it has neither received nor relied on any confidential price sensitive information about the Company in accepting this invitation to participate in the Placing;

31.4.        neither Shore, Canaccord Genuity nor any of their respective 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 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;

31.5.        neither Shore, Canaccord Genuity, the Company nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of Shore, Canaccord Genuity, the Company or their respective affiliates, agents, directors, officers or employees is making any recommendations to it or 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 Shore's and Canaccord Genuity's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

31.6.        Shore and Canaccord Genuity 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, Shore and Canaccord Genuity will not make any public disclosure in relation to such transactions;

31.7.        Shore and Canaccord Genuity and each of their respective 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 Shore, Canaccord Genuity and/or any of their respective affiliates, acting as an investor for its or their own account(s). Neither Shore, Canaccord Genuity nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

31.8.        it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (together, the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

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

31.10.      in order to ensure compliance with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, Shore (for itself and as agent on behalf of the Company), Canaccord Genuity (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Shore, Canaccord Genuity or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Shore's or Canaccord Genuity's absolute discretion (as the case may be) or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at Shore's, Canaccord Genuity's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity Shore (for itself and as agent on behalf of the Company), Canaccord Genuity (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Shore, Canaccord Genuity and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

31.11.      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, Shore's or Canaccord Genuity's conduct of the Placing;

31.12.      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;

31.13.      it irrevocably appoints any duly authorised officer of Shore or Canaccord Genuity 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 upon the terms of this Announcement;

31.14.      the Company, Shore, Canaccord Genuity 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 each of Shore and Canaccord Genuity, on its own behalf and on behalf of the Company and are irrevocable;

31.15.      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 account;

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

31.17.      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 Shore or Canaccord Genuity;

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

31.19.      these terms and conditions and all documents into which they are incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits 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, Shore or Canaccord Genuity 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.

32           by participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, Shore, Canaccord Genuity 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 this Appendix or incurred by Shore, Canaccord Genuity, the Company 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 this Appendix shall remain in full force and effect after completion of the Placing. The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company.  Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service.  If there are any such arrangements, or the settlement related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable.  In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and none of the Company, Shore or Canaccord Genuity 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 should notify Shore and Canaccord Genuity 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, Shore and Canaccord Genuity in the event that the Company, Shore and/or Canaccord Genuity has incurred any such liability to such taxes or duties;

33           the representations, warranties, acknowledgements and undertakings contained in this this Appendix are given to each of Shore and Canaccord Genuity for itself and on behalf of the Company and are irrevocable;

34           each Placee and any person acting on behalf of the Placee acknowledges that Shore and Canaccord Genuity do 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;

35           each Placee and any person acting on behalf of the Placee acknowledges and agrees that Shore and Canaccord Genuity may (at their absolute discretion) satisfy its obligation 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;

36           when a Placee or any person acting on behalf of the Placee is dealing with Shore or Canaccord Genuity, any money held in an account with Shore or Canaccord Genuity 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 Shore's or Canaccord Genuity's money (as applicable) in accordance with the client money rules and will be held by it under a banking relationship and not as trustee;

37           references to time in this Announcement are to London time, unless otherwise stated;

38           all times and dates in this Announcement may be subject to amendment;

39           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;

40           the price of shares and any income expected from them may go down as well as up and investors may not receive the full amount invested upon disposal of the Placing Shares.  Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser;

41           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;

42           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;

43           pursuant to the General Data Protection Regulation as implemented in the UK by the Data Protection Act 2018 ("GDPR") the Company, Shore and/or Canaccord Genuity, may hold personal data (as defined in the GDPR) relating to past and present shareholders. Personal data may be retained on record for a period exceeding six years after it is no longer used. The Company, Shore and/or Canaccord Genuity will only process such information for the purposes set out below (collectively, the "Purposes"), being to: (a) process its personal data to the extent and in such manner as is necessary for the performance of their obligations under the contractual arrangements between them, including as required by or in connection with its holding of Ordinary Shares, including processing personal data in connection with credit and money laundering checks on it; (b) communicate with it as necessary in connection with its affairs and generally in connection with its holding of Ordinary Shares; (c) provide personal data to such third parties as the Company, Shore and/or Canaccord Genuity may consider necessary in connection with its affairs and generally in connection with its holding of Ordinary Shares or as the GDPR may require, including to third parties outside the EEA; and (d) without limitation, provide such personal data to their respective affiliates for processing, notwithstanding that any such party may be outside the EEA; and (e) process its personal data for the Company's, Shore's and/or Canaccord Genuity's internal administration; and

44           by becoming registered as a holder of Placing Shares, it acknowledges and agrees that the processing by the Company, Shore and/or Canaccord Genuity of any personal data relating to it in the manner described above is undertaken for the purposes of: (a) performance of the contractual arrangements between them; and (b) to comply with applicable legal obligations. In providing the Company, Shore and/or Canaccord Genuity with information, it hereby represents and warrants to each of them that it has notified any data subject of the processing of their personal data (including the details set out above) by the Company, Shore and/or Canaccord Genuity and their respective affiliates and group companies, in relation to the holding of, and using, their personal data for the Purposes. Any individual whose personal information is held or processed by a data controller: (a) has the right to ask for a copy of their personal information held; (b) to ask for any inaccuracies to be corrected or for their personal information to be erased; (c) object to the ways in which their information is used, and ask for their information to stop being used or otherwise restricted; and (d) ask for their personal information to be sent to them or to a third party (as permitted by law). A data subject seeking to enforce these rights should contact the relevant data controller. Individuals also have the right to complain to the UK Information Commissioner's Office about how their personal information has been handled.

 

 

 

 

 

 


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 [email protected] or visit www.rns.com.
 
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Quick facts: Bonhill Group PLC

Price: 5.75

Market: LSE
Market Cap: £5.67 m
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