GETBUSY PLC The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
Not for publication, distribution or release directly or indirectly, in whole or in part, in or into the United States of America, Canada, Japan, the Republic of South Africa, or into any other jurisdiction where offers or sales would be prohibited by applicable law. This announcement is for information purposes only and is not an offer to sell or a solicitation to buy securities in GetBusy plc or any other entity in any jurisdiction, including the United States of America, Canada, Australia, Japan, the Republic of South Africa, or New Zealand.
18 December 2019
GetBusy plc
('GetBusy' or the 'Company')
Proposed Share Capital Reorganisation and conditional Placing
Approval of new Incentive Plans
Approval of a waiver of the obligations under Rule 9 of the Takeover Code
Further to the commentary included within the Company's 2019 Half-Year Results, published on 23 July 2019, the directors of GetBusy are pleased to announce a proposed Share Capital Reorganisation, a proposed conditional Placing, proposed new Incentive Plans and a proposed waiver of the obligations under Rule 9 of the Takeover Code in relation to potential Share Subscriptions and the grant of rights to subscribe for New Ordinary Shares pursuant to the terms of the new Incentive Plans.
A circular in connection with the Proposals incorporating a notice of a general meeting of the Company to be held on 7 January 2020 at 10:00 a.m. is expected to be published by the Company and sent to Shareholders on 19 December 2019, together with a Form of Proxy. Pursuant to AIM Rule 26 a copy of the Circular will also be made available to download from the Company's website on 19 December 2019.
Admission of the Placing Shares, subject to the waiver or satisfaction of all conditions, is expected to occur at 8.00 a.m.on 8 January 2020(or such later date as the Company and Liberum may agree).Miles Jakeman, Chairman of GetBusy, said:
'On behalf of the Board, I am delighted to recommend these proposals to shareholders. The Share Capital Reorganisation and conditional Placing will simplify the Company's share register, reduce the costs of compliance, provide an attractive exit to our many small overseas shareholders, for whom share trading costs can be very high, and provide additional share liquidity in the market.The proposed new Incentive Plans will incentivise management to create significant additional value for shareholders, better aligning the interests of management and investors, and I am delighted that management have demonstrated a strong belief in the potential of the Group by agreeing to forego sizeable existing incentives in exchange for the new plans.'
Shareholders should note, pursuant to theproposed Share Capital Reorganisation, that if youcurrently hold fewer than 5,000 Shares and you wish to remain a Shareholder of the Company following the Share Capital Reorganisation, you would need to increase your shareholding to at least 5,000 Shares prior to the Record Date. Shareholders in this position are encouraged to obtain independent financial advice before taking any action.
ADDITIONAL INFORMATION
The Proposals
The Company is proposing:
· to rationalise its Shareholder register by means of the Share Capital Reorganisation in order to increase the liquidity of its Shares and reduce the number of Small Shareholders holding Shares;
· to conduct a conditional Placing of up to 4,444,444 New Ordinary Shares to institutional investors at a Placing Price of 45 pence per Placing Share, being the maximum number of the Fractional Entitlements expected to arise on the Consolidation; and
· to adopt new long-term incentive plans for certain members of its management team and other employees it considers strategically important to the long-term success of the business.
The ShareCapital Reorganisation
The Company has a share register, which includes a large number of Shareholders holding a very small percentage of the total number of Shares. This creates a significant financial and logistical burden for the Company.
In addition, the Company has many Small Shareholders based in Australia and New Zealand, where costs associated with trading equities on AIM is high. The Directors believe that the combination of small shareholdings and high trading costs makes dealing in the Shares unattractive for many Small Shareholders, in particular those based in Australia and New Zealand, and does not generate liquidity in the Company's Shares.
Therefore, a consolidation and sub-division of the Company's Shares is proposed in the Circular, which the Board has deemed to be an appropriate and cost-effective method of reducing the number of Small Shareholders. The Board further considers that rationalising the large shareholder base of the Company will have a number of benefits including:
· reducing the administration costs for the Company in relation to the Shares;
· improving the market liquidity of, and trading activity in, the New Ordinary Shares; and
· providing Small Shareholders with a cost-effective way in which to realise value from their holding of Shares.
The Share Capital Reorganisation will consist of the following steps:
1. a subscriptionprior to the Record Date for 386 Shares by Paul Haworth, the Company's Chief Financial Officer and Company Secretary, at a subscription price equal to the mid-market closing price of the Company's Shares on the last practicable date prior to such subscription. The 386 Shares are being issued to ensure the Company's issued share capital can be consolidated exactly on a 5,000 for 1 basis and application will be made for such Shares to be admitted to trading on AIM prior to the Record Date. It is expected that admission of the 386 Ordinary Shares will become effective and that dealings in these Ordinary Shares will commence at 8:00 a.m. on 27 December 2019;
2. a consolidationof every 5,000 Shares into one Consolidated Ordinary Share. If Resolution 1 is approved, unless a holding of Ordinary Shares at the Record Date is exactly divisible by 5,000, the holding will be rounded down to the nearest whole number of Consolidated Ordinary Shares and the Shareholder will be left with a Fractional Entitlement. Any Fractional Entitlements to a Consolidated Ordinary Share will be aggregated so as to form Consolidated Ordinary Shares which will, following the application of the Sub-Division, be sold on behalf of the Company pursuant to the conditional Placing. Consequently, if a Shareholder holds 5,000 Shares or more at the Record Date then his shareholding will be rounded down to the nearest whole number divisible by 5,000. If a Shareholder holds fewer than 5,000 Shares as at the Record Date, then he will not be entitled to any Consolidated Ordinary Shares, unless the Shareholder increases his shareholding prior to the Record Date;
3. a sub-divisionof each Consolidated Ordinary Share into 5,000 New Ordinary Shares. Application will be made for the New Ordinary Shares to be admitted to trading on AIM in place of the Existing Ordinary Shares. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8:00 a.m. on 8 January 2020; and
4. the saleof all Fractional Entitlements arising on the Consolidation pursuant to the Placing in accordance with the terms of the Placing Agreement. The Placing is subject to the passing of the Resolutions at the General Meeting and will become effective immediately prior to Admission such that the investors who are acquiring New Ordinary Shares through the Placing will be Shareholders at the time of Admission. The Company will distribute the proceeds of sale in due proportion to those Shareholders entitled to a Fractional Entitlement following the pro rata deduction of the costs associated with the Share Capital Reorganisation and Placing on a share-by-share basis, amongst those New Ordinary Shares that have been created as a consequence of the aggregation of the Fractional Entitlements.
The New Ordinary Shares arising on implementation of the Share Capital Reorganisation will have the same rights as the Existing Ordinary Shares, including voting, dividend and other rights.
The entitlements to Existing Ordinary Shares of holders of securities or instruments convertible into Ordinary Shares (such as options or warrants) will not change as a result of the Share Capital Reorganisation and both the number of options they will hold over New Ordinary Shares and the exercise price of such options will remain the same.
Proposed Placing
GetBusy today announces its intention to conduct a conditional Placing of up to 4,444,444 New Ordinary Shares ('Placing Shares'), being the maximum number of Fractional Entitlements expected to arise on the Consolidation, to institutional investors at a Placing Price of 45 pence per Placing Share to raise gross proceeds of up to c. £2 million. The net proceeds raised in the Placing will be distributed by the Company to those Shareholders entitled to a Fractional Entitlement following the pro rata deduction of the costs associated with the Share Capital Reorganisation and Placing on a share-by-share basis, amongst those New Ordinary Shares that have been created as a consequence of the aggregation of the Fractional Entitlements, other than where the proceeds of sale amount to £5.00 or less.
The Placing Shares will, when issued, rank pari passu in all respects with the New Ordinary Shares. The Placing Shares will, on Admission to AIM, represent up to approximately 9.2 per cent. of the Company's issued share capital.
The Placing will be conducted in accordance with the terms and conditions set out in the Appendix to this announcement through an accelerated bookbuild process (the 'Bookbuild') which will be launched immediately following release of this announcement (the 'Announcement'). Liberum is acting as sole bookrunner in connection with the Placing.
The Placing Shares are not being made available to the public. The Bookbuild will be closed at the discretion of Liberum and it is envisaged this will be no later than 3.00 p.m. today, 18 December 2019. The Placing is not being underwritten.
As at the latest practicable date prior to the date of this Announcement, the Company has calculated that Fractional Entitlements equal to approximately 4,219,614 New Ordinary Shares will be created as a result of the Consolidation, representing 8.7 per cent. of the New Ordinary Shares created as a result of the Share Capital Reorganisation. The Company cannot, however, be certain that between the date of this Announcement and the Record Date market movements in the Ordinary Shares will not take place, which might give rise to a lesser or greater number of Fractional Entitlements as a result of the Consolidation.
Liberum has therefore sought to place (acting following consultation with the Company and for the purposes of minimising the risk that the number of Fractional Entitlements exceeds the Placing Participations (as defined below)) 4,444,444 Ordinary Shares, being Ordinary Shares representing 9.2 per cent. of the New Ordinary Shares expected to be created as a result of the Consolidation.
Consequently, Liberum reserves the right, in its sole and absolute discretion, (following consultation with the Company), to scale back applications in such amounts as it considers appropriate and if Placing commitments to acquire and pay for Placing Shares ('Placing Participations') are received for more than the total number of Placing Shares available following the General Meeting, such Placing Participations shall be scaled back by Liberum (following consultation with the Company), as it may in its absolute discretion, determine. No assurance can be given that the Placing Participations will be met in full, in part or at all.
Conversely, if extraordinary market movements occur which result in additional New Ordinary Shares being created which exceed the commitments secured via the Placing (which is considered to be highly unlikely) such additional New Ordinary Shares would, at Admission, be issued to Paul Haworth on trust pending their subsequent sale in the market, at a price to be agreed and which may not be comparable to the price achieved on the Placing. The net proceeds raised in any subsequent sale will be distributed by the Company to those Shareholders entitled to a Fractional Entitlement following the pro rata deduction of the costs associated with the Share Capital Reorganisation and the subsequent sale on a share-by-share basis amongst the holders of those additional New Ordinary Shares that have been created as a consequence of the aggregation of the Fractional Entitlements, other than where the proceeds of sale amount to £5.00 or less.
On Admission of the New Ordinary Shares, the Company's issued share capital shall comprise 48,400,000 Ordinary Shares. Accordingly, the number of 48,400,000 Ordinary Shares can be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
The obligations of Liberum under the Placing Agreement are, and the Placing is, conditional upon, inter alia:(a) the Company having complied with all obligations under the Placing Agreement and satisfied all of the conditions to be fulfilled by it;
(b) publication of announcement obligations (including with respect to this Announcement); and
(c) the General Meeting having been duly convened and held and each of the Resolutions having duly passed by the requisite majority.
Liberum may, acting in its sole discretion and upon such terms as it thinks fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect the Placees' commitments as set out in this Announcement.
Incentive Plans
The Company's existing equity incentive scheme was implemented when the Shares were first admitted to trading on AIM. There are eight current participants, including Daniel Rabie, Paul Haworth and Ben Oliver (collectively the 'Executives'). The scheme is a simple nil-cost option scheme that vests in three tranches on the third, fourth and fifth anniversary of the date of grant and has a mixture of personal and share price growth performance criteria. The potential dilution from the existing options is 12%. The existing options start to vest in August 2020, conditional on a share price of 37.7 pence, which is 10.3 pence below the closing mid-market price on 17 December 2019.
The number of options, performance measurement dates and share price performance criteria in relation to the existing incentive scheme, are set out below:
Performance measurement date | Share price performance condition | Daniel Rabie (CEO) | Paul Haworth (CFO) | Ben Oliver (CTO) |
3 August 2020 | 37.7p | 1,570,727 | 612,000 | 488,669 |
3 August 2021 | 41.4p | 305,419 | 119,000 | 95,019 |
3 August 2022 | 45.6p | 305,419 | 119,000 | 95,019 |
3 August 2022 | 84.9p | 436,313 | 170,000 | 135,741 |
The Company's Remuneration Committee believes there are a number of challenges with the structure and / or quantum of the existing incentive arrangements that should be addressed:
· the equity incentive plan is limited to a small pool of individuals. There are other members of staff that the executive management team considers to be strategically important to the long-term success of the business. The Board would like to be in a position to equity-incentivise those individuals and any others that join the Group;
· under the existing equity incentive scheme, around 47% of any shares issued would need to be sold by most participants to pay tax as no tax-efficiency is built into the scheme; and
· partly due to the tax position, the net value delivered to executive participants of the equity incentive scheme is relatively modest even in the event of significant value creation. The Board considers this to be a limiting factor in the effectiveness of the incentive arrangements.
Accordingly, the Company believes it is in shareholders' interests to implement new incentive arrangements, consisting of the EMI Share Option Plan and the Value Creation Plan, for the purposes of incentivising key members of staff including the executive management team. A summary of the rules of the EMI Share Option Plan and the Value Creation Plan will be included in the appendix to the Circular.
The Executives have agreed to forfeit their existing equity incentives, which have a combined current market value of approximately £2.1m (based on the closing mid-market share price of 48 pence on 17 December 2019, being the last practicable date prior to this Announcement and if all performance conditions were met), if the Incentive Plans are approved and adopted. Existing options over 1,105,316 Ordinary Shares related to other staff will remain in place if the resolutions are passed.
The EMI Share Option Plan is a nil cost option plan that vests over a 3 period with a share price performance condition at the end of the 3 year period of 46.0p. The Value Creation Plan rewards share price performance above 46.0p over a 4 year period by sharing a varying proportion of incremental value created with the executives. This proportion starts at 3.5% of incremental value created at a price of 46.0p and increases linearly to 8.75% of value created at a price of 100.0p.
The table below shows the maximum potential options that may vest to the Executives under the EMI Share Option Plan and Value Creation Plan:
Daniel Rabie | Paul Haworth | Ben Oliver | |
EMI Share Option Plan | 2,196,428 | 892,857 | 892,857 |
Value Creation Plan | 1,828,094 | 522,313 | 261,156 |
Total | 4,024,522 | 1,415,170 | 1,154,013 |
It is the opinion of the Company's Remuneration Committee that these revised proposals better align the long-term interests of all stakeholders in the business. The proposals better protect Shareholders' downside by raising the hurdle for management equity participation and providing clear caps on potential dilution. Management will forego very significant existing equity incentives, which would otherwise start to vest in less than eight months, for a replacement scheme that incentivises significant long-term value creation. Management are rewarded significantly only when shareholders have seen a substantial return.
The Company's Remuneration Committee consulted the Company's largest institutional shareholders before settling the terms of and thresholds in relation to the Incentive Plans.
Given the potential size of the equity awards under the new Incentive Plans, entry into the new Incentive Plans constitutes a related party transaction as a result of the operation of AIM Rule 13 of the AIM Rules.
Daniel Rabie and Paul Haworth, by virtue of being directors of the Company, and Benjamin Oliver, by virtue of being a director of GetBusy UK Limited (a wholly owned subsidiary of the Company) are each considered to be a related party of the Company and each of their individual participations in the new Incentive Plans is considered a 'related party transaction' under the AIM Rules for Companies.
The Directors (with the exception of Daniel Rabie and Paul Haworth who are participating in the new Incentive Plans) consider, having consulted with Liberum, that the terms of the new Incentive Plans and the participation in the new Incentive Plans are fair and reasonable insofar as the Shareholders are concerned.
Share Subscriptions by Daniel Rabie
The Board supports the principle of executive management acquiring personally meaningful shareholdings in order to align the long-term interests of management and shareholders. Paul Haworth has acquired Shares periodically during his tenure. Daniel Rabie, however, is currently restricted from making market purchases of additional Shares as he is a member of a Concert Party and is therefore constrained by the 'Mandatory Bid' provisions of Rule 9 of the Takeover Code.
In addition to the Incentive Plans, the Board (with the exception of Daniel Rabie) has therefore recommended that Daniel Rabie be afforded the opportunity to subscribe for, in several future tranches, additional New Ordinary Shares at the then prevailing market value for such shares up to a maximum number of 500,000 New Ordinary Shares in aggregate.
Immediately following the completion of the Share Capital Reorganisation, the Company will have 48,400,000 Ordinary Shares in issue and Daniel Rabie will hold 1,070,000 Ordinary Shares (excluding any interest in the Share Subscriptions or share options). At such time the aggregate Share Subscriptions, if subscribed in full, would represent approximately 1.03 per cent. of the enlarged issued share capital of the Company and approximately 31.85 per cent. of Daniel Rabie's enlarged holding of Ordinary Shares in the Company.
The recommendation of the Board (with the exception of Daniel Rabie) to approve the Share Subscriptions is as a result of the Directors' belief that investors generally see benefit in a company's executive management demonstrating their commitment to the company by developing their personal shareholdings in the company.
Waiver of the obligation to make a mandatory offer under Rule 9 of the Takeover Code
Under Rule 9 of the Takeover Code, any person who acquires an interest (as defined under the Takeover Code) in shares which, taken together with shares in which he is already interested and in which persons acting in concert with him are interested, carry 30 per cent. or more of the voting rights of a company, is normally required by the Panel to make a general offer in cash to the shareholders of that company to acquire the balance of the shares not held by such person or group of persons acting in concert at not less than the highest price paid by him or any persons acting in concert with him for any such shares within the 12 months prior to the announcement of the offer.
In addition, Rule 9 provides that when any person, together with any persons acting in concert with him, is interested in shares which in aggregate carry 30 per cent. or more of the voting rights of a company, but does not hold shares carrying more than 50 per cent. of such voting rights, and such person, or any such person acting in concert with him, acquires an interest in any other shares which increases the percentage of shares carrying voting rights, that person, together with any persons acting in concert with him, is normally required by the Panel to make a general offer in cash to the shareholders of that company to acquire the balance of the shares not held by such person or group of persons acting in concert at not less than the highest price paid by him or any persons acting in concert with him for any such shares within the 12 months prior to the announcement of the offer.
For the purposes of the Takeover Code, a concert party arises where persons acting in concert pursuant to an agreement or understanding (whether formal or informal) co-operate to obtain or consolidate control of a company or to frustrate the successful outcome of an offer for a company. Control means an interest, or interests, in shares carrying in aggregate 30 per cent. or more of the voting rights of the company, irrespective of whether such interest or interests give de facto control.
Prior to the admission of the Shares to trading on AIM, the Panel determined that Daniel Rabie, Clive Rabie, Greg Wilkinson and the Trust were considered to be acting in concert for the purposes of the Takeover Code. As at today's date, the Concert Party holds in aggregate 14,034,643 Ordinary Shares, representing approximately 29 per cent. of the voting rights in the Company.
Upon completion of the Share Capital Reorganisation and implementation of the Incentive Plans and the Share Subscriptions, it is possible that the Concert Party could hold, in aggregate, up to 18,559,165 New Ordinary Shares. This assumes that Daniel Rabie becomes entitled to and exercises in full the options that are proposed to be granted to him pursuant to the Incentive Plans and that he subscribes for the maximum number of New Ordinary Shares pursuant to the Share Subscriptions. Furthermore, assuming that no further New Ordinary Shares are issued and no other rights over options under the Incentive Plans are granted, vest and are exercised, this could result in the Concert Party having an interest in Shares equal to approximately 35.1 per cent. of the ordinary shares in the Company, being approximately 6.1 per cent. more than the approximately 29 per cent. currently held.
Consequently, the further acquisition of New Ordinary Shares by Daniel Rabie pursuant to either the grant, vesting and exercise of options under the Incentive Plans or the acquisition of New Ordinary Shares pursuant to the Share Subscriptions could result in the Concert Party being interested in Shares carrying 30 per cent. or more of the voting rights in the Company. The Concert Party would then normally be obliged to make a general offer, pursuant to Rule 9 of the Takeover Code (as detailed above), to all other Shareholders to acquire their New Ordinary Shares.
However, in this instance the Panel has agreed to waive the obligation to make a general offer that would otherwise arise in these circumstances subject to the approval of the Independent Shareholders on a poll at the General Meeting, which will be sought pursuant to the Whitewash Resolutions. To be passed, the Whitewash Resolutions will require the approval of a simple majority of votes cast on that poll. Only Independent Shareholders will be entitled to vote on the Whitewash Resolutions.
The Concert Party has confirmed that, if the Whitewash Resolutions are passed by the Independent Shareholders on a poll, there is, at the date of the Circular, no agreement, arrangement or understanding for the transfer of their Ordinary Shares to any third party.
The Concert Party has also confirmed it is not intending to seek any changes in respect of: (i) the composition of the Board, the continued employment of employees and management of the Company and its subsidiaries (including any material change in conditions of employment or in the balance of the skills and functions of the employees and management); (ii) the Company's future business including any research and development functions; (iii) its strategic plans, the location of the Company's places of business including the location of the Company's headquarters and headquarters functions; (iv) employer contributions into any of the Company's pension schemes, the accrual of benefits for existing members, nor the admission of new members; (v) redeployment of the Company's fixed assets; or (vi) the continuation of the Ordinary Shares being admitted to trading on AIM.
In the event that the Rule 9 Waivers are passed by the Independent Shareholders at the General Meeting, the Concert Party will not be restricted from making an offer for the remaining shares in the capital of the Company that they do not currently own, should they wish to do so. Shareholders should note that the Concert Party has no intention to make such an offer.
The Concert Party has not taken part in any decision of the Independent Directors relating to the Proposals. The members of the Concert Party may not vote on the Whitewash Resolutions and each member of the Concert Party has confirmed it will not vote on the Whitewash Resolutions.
Current trading
Following a strong first half, sustained growth in recurring revenue across the Group in H2, and the excellent revenue visibility afforded by the Group's business model, the Board is highly confident that revenue for the full year will be in line with previously upgraded market expectations.
In the 10 months to 31 October 2019 on a constant currency basis, Virtual Cabinet's recurring revenue was 16 per cent. ahead of the same period last year, consistent with the H1 rate. SmartVault recurring revenue had accelerated to 24 per cent. growth on a constant currency basis, driven by a combination of new customer acquisition and improved monetisation of the installed base. Continued operational leverage is expected to lead to Virtual Cabinet's adjusted profit margin moving above 40 per cent., up from 37.5 per cent. in H1, and the adjusted profit margin for the combined document management group is expected to increase from 18 per cent. in H1 to around 20 per cent. for the full year, despite ongoing and increasing investment in SmartVault product and customer acquisition.
The Group continues to release new versions of the GetBusy product approximately every fortnight, with enhancements to its feature set and user experience. The Board is encouraged that the GetBusy product has attracted its first paying users in early Q4. The Group's focus moving into 2020 is to prove the extent to which it is a scalable product.
At 31 October 2019, the Group's cash was £1.9m, consistent with 30 June, which reflects a number of profitable months early in H2. The Group has, however, now started to make the additional investments in SmartVault sales, marketing and development capability, which were announced in July 2019, to support its scale-up in the US and UK. Consequently, the Board expects the 2019 adjusted loss to be consistent with the market expectation of £(0.6)m.
Given the Company has provided this trading update close to its year-end, no further scheduled update will be provided before the announcement of the Company's full-year results in March 2020.
Recommendations
Your attention is drawn to the letter from the chairman of the Company that will be set out in the Circular and which will contain, amongst other things, the Directors' unanimous recommendation to Shareholders to vote in favour of Resolutions 1 and 2, relating to the Share Capital Reorganisation. The Directors consider that the Share Capital Reorganisation and the adoption of the Incentive Plans is in the best interests of Shareholders as a whole. The Non-Executive Directors, who are not eligible to participate in the Incentive Plans, further recommend that Shareholders vote in favour of Resolution 3, relating to the Incentive Plans.
The Directors intend to vote in favour of Resolutions 1, 2 and 3 in respect of their own shareholdings, which, at the date of this Announcement, in aggregate total 13,908,769 Existing Ordinary Shares representing approximately 28.7 per cent. of the Existing Ordinary Shares.
The Independent Directors, who have been so advised by Liberum, consider that the Rule 9 Waivers are fair and reasonable and in the best interests of the Independent Shareholders and the Company as a whole. In providing advice to the Independent Directors, Liberum has taken into account the Independent Directors' commercial assessments. The Independent Directors therefore unanimously recommend that the Independent Shareholders vote in favour of Resolutions 4 and 5, as they intend to do in respect of their own beneficial holdings, representing approximately 0.12 per cent. of the Existing Ordinary Shares (discounting those Existing Ordinary Shares beneficially held by members of the Concert Party).
Expected timetable of principal events
Publication date of the Circular | 19 December 2019 |
Additional Ordinary Shares issued and admitted to trading on AIM | 27 December 2019 |
Latest time and date for receipt of Forms of Proxy | 10:00 a.m. on 3 January 2020 |
General Meeting | 10:00 a.m. on 7 January 2020 |
Results of General Meeting announced through RNS | 7 January 2020 |
Record Date | 6:00 p.m. on 7 January 2020 |
Admission and dealings in New Ordinary Shares expected to commence on AIM | 8:00 a.m. on 8 January 2020 |
CREST accounts credited with New Ordinary Shares | 8 January 2020 |
Anticipated date of dispatch of definitive share certificates in respect of New Ordinary Shares | Within 10 Business Days of Admission |
Anticipated date of dispatch of cheques following sale and purchase of Fractional Entitlements | Within 10 Business Days of Admission |
Key statistics
Conversion ratio of Ordinary Shares to Consolidated Ordinary Shares | 5,000 Ordinary Shares to one Consolidated Ordinary Share |
Number of Existing Ordinary Shares | 48,399,614 |
Number of Ordinary Shares expected to be in issue immediately prior to the General Meeting | 48,400,000 |
Expected Number of Consolidated Ordinary Shares expected to be in issue immediately following the Consolidation | 9,680 |
Expected Number of New Ordinary Shares representing Fractional Entitlements to be sold pursuant to the Placing | Up to 4,444,444 |
Expected Number of New Ordinary Shares in issue immediately following the implementation of the Proposals | 48,400,000 |
Nominal share value following the implementation of the Proposals | 0.15 pence |
Proposed new ISIN | GB00BG0TSD71 |
The person responsible for making this announcement on behalf of the Company is Paul Haworth.
For further information please contact:
GetBusy plc | |
Daniel Rabie (Chief Executive Officer) | investors@getbusy.com |
Paul Haworth (Chief Financial Officer) | |
Liberum (Nomad and Broker) | |
Bidhi Bhoma / Cameron Duncan / Louis Davies | +44 (0)20 3100 2000 |
About GetBusy
GetBusy is a global document management and communication software business that provides highly secure forms of digital document distribution, workflows and client chat. 1.5 million users are now registered to share information through GetBusy's award-winning online client portals.
Further information on the Group is available atwww.getbusy.com/about/investors
Further information on the Placing and Admission is included in the section headed 'Additional Information' above. Attention is also drawn to the section headed 'Important Information' of this Announcement and the terms and conditions of the Placing (representing important information for Placees only) in the Appendix to this Announcement.
IMPORTANT INFORMATION
This announcement is released by GetBusy plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ('MAR'), encompassing information relating to the Placing as described above, and is disclosed in accordance with the Company's obligations under Article 17 of MAR.
For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of the Company by Paul Haworth, CFO.
This Announcement has been issued by, and is the sole responsibility, of the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Liberum or by any of their respective Affiliates as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by Liberum
This Announcement, including the Appendix and the information contained herein, is for information purposes only. This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it (other than the Appendix in relation to Placees) form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company. In particular, the New Ordinary Shares have not been, and will not be, registered under the Securities Act or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Canada, Australia, New Zealand, the Republic of South Africa, or Japan and, subject to certain exceptions, may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of Canada, Australia, New Zealand, the Republic of South Africa or Japan.
The distribution or transmission of this Announcement and the offering of the New Ordinary Shares in certain jurisdictions may be restricted or prohibited by law or regulation. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken by the Company or Liberum that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Liberum to inform themselves about, and to observe, such restrictions. In particular, this Announcement may not be distributed, directly or indirectly, in or into the United States, Canada, the Republic of South Africa or Japan. Overseas shareholders and any person (including, without limitation, nominees and trustees), who have a contractual or other legal obligation to forward the Announcement to a jurisdiction outside the UK should seek appropriate advice before taking any action.
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 section 86(7) of FSMA ('Qualified Investors'), being persons falling within the meaning of article 2(e) of Regulation (EU) 2017/1129 ('Prospectus Regulation'); (b) in the United Kingdom, Qualified Investors who are persons who (i) fall within article 19(5) of the Financial Services And Markets Act 2000 (Financial Promotion) Order 2005 (the 'Financial Promotion Order'); (ii) fall within article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc) of the Financial Promotion Order; or (iii) are persons to whom it may otherwise be lawfully communicated; and (c) persons who have otherwise been lawfully invited to participate in the Placing by Liberum Capital Limited (all such persons together being referred to as 'relevant persons'). This Announcement and the information in it must not be acted on or relied on by persons who are not relevant persons.
This Announcement includes 'forward-looking statements' which includes all statements other than statements of historical fact, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words 'targets', 'believes', 'expects', 'aims', 'intends', 'will', 'may', 'anticipates', 'would', 'could', 'indicative', 'possible' or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this Announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules.
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.
Liberum, which is authorised and regulated by the FCA in the United Kingdom, is acting as nominated adviser and broker to the Company in connection with the Placing. Liberum will not be responsible to any person other than the Company for providing the protections afforded to clients of Liberum or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company. Liberum is not making any representation or warranty, express or implied, as to the contents of this Announcement. Liberum has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Liberum for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
APPENDIX
APPENDIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY. THIS ANNOUNCEMENT INCLUDES 'FORWARD-LOOKING STATEMENTS' WHICH INCLUDES ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT, INCLUDING, WITHOUT LIMITATION, THOSE REGARDING THE COMPANY AND THE COMPANY'S BUSINESS' FINANCIAL POSITION, BUSINESS STRATEGY, PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS, OR ANY STATEMENTS PRECEDED BY, FOLLOWED BY OR THAT INCLUDE THE WORDS 'TARGETS', 'BELIEVES', 'EXPECTS', 'AIMS', 'INTENDS', 'WILL', 'MAY', 'ANTICIPATES', 'WOULD', 'COULD' OR SIMILAR EXPRESSIONS OR NEGATIVES THEREOF. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER IMPORTANT FACTORS BEYOND THE COMPANY'S CONTROL THAT COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY OR THE COMPANY'S BUSINESS TO BE MATERIALLY DIFFERENT FROM FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON NUMEROUS ASSUMPTIONS REGARDING THE COMPANY'S PRESENT AND FUTURE BUSINESS STRATEGIES AND THE ENVIRONMENT IN WHICH THE COMPANY AND THE COMPANY'S BUSINESS WILL OPERATE IN THE FUTURE. AS A RESULT, PROSPECTIVE INVESTORS SHOULD NOT RELY ON SUCH FORWARD-LOOKING STATEMENTS DUE TO THE INHERENT UNCERTAINTY THEREIN. NO REPRESENTATION OR WARRANTY IS GIVEN AS TO THE COMPLETENESS OR ACCURACY OF THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS ANNOUNCEMENT. THESE FORWARD-LOOKING STATEMENTS SPEAK ONLY AS AT THE DATE OF THIS ANNOUNCEMENT. THE COMPANY EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO DISSEMINATE ANY UPDATES OR REVISIONS TO ANY FORWARD-LOOKING STATEMENTS CONTAINED HEREIN TO REFLECT ANY CHANGE IN THE COMPANY'S EXPECTATIONS WITH REGARD THERETO OR ANY CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENTS ARE BASED UNLESS REQUIRED TO DO SO BY APPLICABLE LAW OR THE AIM RULES. 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.
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX (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, CANADA, JAPAN, HONG KONG, SINGAPORE, REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
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 SECTION 86(7) OF FSMA ('QUALIFIED INVESTORS'), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 ('PROSPECTUS REGULATION'); (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE 'FINANCIAL PROMOTION ORDER'); (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE FINANCIAL PROMOTION ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; AND (C) PERSONS WHO HAVE OTHERWISE BEEN LAWFULLY INVITED TO PARTICIPATE IN THE PLACING BY LIBERUM CAPITAL LIMITED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS 'RELEVANT PERSONS'). THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
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. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1993, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS IN RELATION TO ANY PURCHASE OF 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 any of the Company, Liberum Capital Limited ('Liberum'), or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.
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), Australia, Canada, Japan, Hong Kong, Singapore, Republic of South Africa 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.
No representation or warranty, express or implied, is made or given by or on behalf of the Company or Liberum or any of their respective affiliates or affiliates (within the meaning of Rule 405 under the Securities Act ('SEC Affiliate')) or any of such persons' directors, officers or employees or any other person as to the accuracy, completeness or fairness of the information or opinions contained in this Announcement and no liability whatsoever is accepted by the Company, Liberum, or any of such persons' affiliates, SEC Affiliates, directors, officers or employees or any other person for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise arising in connection therewith.
The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa, Hong Kong or Singapore in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan, Hong Kong, Singapore or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan 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 obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.
No admission document or prospectus
No admission document or prospectus or other offering document has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies ('AIM Rules')) by or on behalf of the Company on or prior to Admission ('Publicly Available Information') and subject to any further terms set forth in any form of confirmation to be sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of any of Liberum (the Company's nominated adviser and broker to the Placing), the Company or any other person, and none of Liberum, the Company nor 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.
1. Details of the Placing
Liberum today entered into an agreement with the Company in connection with the Placing ('Placing Agreement').
Pursuant to the Placing Agreement and subject to the terms and conditions set out in the Placing Agreement, Liberum, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at a placing price of 45 pence ('Placing Price') per Placing Share. The Placing is not being underwritten by Liberum. The Placing Shares, being the New Ordinary Shares which have arisen on implementation of the Share Capital Reorganisation, will be subject to the Articles, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares in the capital of the Company and will have the same rights as the existing Ordinary Shares, including voting, dividend and other rights.
2. Application for Admission
Application will be made to the London Stock Exchange for the admission of the Placing Shares to trading on AIM. Except as otherwise set forth herein, it is anticipated that dealings in the Placing Shares will commence on AIM at 8.00 a.m. on 8 January 2020 and that Admission will become effective on that date. The Placing Shares will not be admitted to trading on any stock exchange other than AIM.
3. Participation in, and principal terms of, the Placing
Each Placee will be deemed to have read this Announcement in its entirety.
Liberum is acting as nominated adviser and broker to the Placing as agent and for and on behalf of the Company. Liberum is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing and, to the fullest extent permitted by law and applicable FCA rules, neither Liberum nor any of its affiliates will have any liability to Placees or to any person other than the Company in respect of the Placing.
Participation in the Placing is only available to persons who are invited to participate by Liberum.
Each person that is invited to and which confirms its agreement (whether orally or in writing) to Liberum to acquire Placing Shares under the Placing (the 'Placee') will be deemed to have read, understood and accepted the terms of this Announcement in its entirety, to be participating, making an order and acquiring Placing Shares on the terms and conditions contained in this Appendix and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.
Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Liberum (as agent for the Company) and the Company, to pay Liberum (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to sell and transfer to that Placee.
Liberum may require any Placee to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as it may, in its absolute discretion, see fit and/or may require such Placee to execute a separate placing letter or contract note.
Upon being notified (either orally or in writing which includes by way of email) of the Placing Price and its allocation of Placing Shares in the Placing, such a notification will constitute an irrevocable legally binding commitment upon that Placeeto acquire and pay for the number of Placing Shares allocated to them at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Articles('Placing Participation'). Such notification by Liberum will also confirm the aggregate amount owed by such Placee to Liberum, as well as settlement instructions. To the fullest extent permitted by law, upon being notified, the Placee will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment. Dealing may not begin before any notification is made.
The Placing Price is a fixed price of 45 pence per Placing Share.
Liberum reserves the right, in its sole and absolute discretion, (following consultation with the Company), to scale back applications in such amounts as it considers appropriate and if Placing Participations are received for more than the total number of Placing Shares available following the General Meeting, such Placing Participations shall be scaled back by Liberum (following consultation with the Company), as it may in its absolute discretion, determine. No assurance can be given that the Placing Participations will be met in full, in part or at all.
Each of Liberum and the Company also reserves the right to decline, in whole or in part, any application for Placing Shares pursuant to the Placing. Accordingly, applicants for Placing Shares may, in certain circumstances, not be sold the number of Placing Shares for which they have applied.
4. Conditions of and termination of the Placing
Each Placee's Placing Participation is in all respects conditional upon:
(a) the Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms; and
(b) Admission having become effective by 22 January 2020 or such later time and/or date as the Company and Liberum agree.
Pursuant to the Placing Agreement, Liberum has agreed, on behalf of and as agent for the Company, to use its reasonable endeavours to procure placees for the Placing Shares at the Placing Price, subject to the terms and conditions set out in the Placing Agreement. For the avoidance of doubt, the Placing will not be underwritten by Liberum or any other person and no commissions are payable to a Placee or by a Placee in respect of their Placing Participation.
The obligations of Liberum under the Placing Agreement are, and the Placing is, conditional upon, inter alia:
(c) the Company having complied with all obligations under the Placing Agreement and satisfied all of the conditions to be fulfilled by it;
(d) publication of announcement obligations (including with respect to this Announcement); and
(e) the General Meeting having been duly convened and held and each of the Resolutions having duly passed by the requisite majority.
Liberum may, acting in its sole discretion and upon such terms as it thinks fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect the Placees' commitments as set out in this Announcement.
The Placing Agreement contains certain warranties from the Company and certain indemnities given by the Company for the benefit of Liberum. Liberum may, in its sole discretion, terminate the Placing Agreement if prior to Admission, inter alia, a force majeure event occurs, there is a material breach of any of the warranties or undertakings or any fact or circumstance arises which causes a warranty to become untrue or inaccurate in any material respect or misleading or the Company fails to comply with its obligations under the Placing Agreement in any material respect.
The exercise by Liberum of any right of termination or any right of waiver exercisable by them it contained in the Placing Agreement or the exercise of any discretion set out herein is within the absolute discretion of Liberum in accordance with the terms of the Placing Agreement acting in good faith and Liberum will not have any liability to any Placee whatsoever in connection with any decision to exercise or not exercise any such rights and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Liberum.
By accepting the Placing Shares, each Placee agrees that Liberum without having any liability to it, may, in its absolute discretion, exercise the right, (i) to extend the time for fulfilment of any of the conditions in the Placing Agreement (provided that the Placee's commitment is not extended beyond 22 January 2020), (ii) to waive, in whole or in part, fulfilment of certain of the conditions; or (iii) to terminate the Placing Agreement, in each case without consulting such Placee.
If: (a) any of the conditions in the Placing Agreement are not satisfied (or, where relevant, waived); (b) the Placing Agreement is terminated; or (c) the Placing Agreement does not otherwise become unconditional in all respects, the Placing will not proceed and all funds delivered by a Placee to Liberum will be returned to such Placee at their risk without interest, their rights and obligations hereunder shall cease and determine at such time and no claim shall be made by such Placee in respect thereof. None of the Company, the Directors, or Liberum owes any fiduciary duty to any Placee in respect of the warranties, undertakings or indemnities in the Placing Agreement.
5. Registration and Settlement
Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST is expected to take place in respect of the Placing Shares on 8 January 2020 and Admission is expected to occur no later than 8 a.m. on 8 January 2020 unless otherwise notified by Liberum.
Settlement will be on a delivery versus payment basis. The Company will deliver the Placing Shares to a CREST account operated by Liberum as agent for the Company and Liberum will enter its delivery (DEL) instruction into the CREST system. Liberum will hold any Placing Shares delivered to this account as nominee for the Placees. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and Liberum may agree that the Placing Shares should be delivered in certificated form. Liberum reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.
Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed as directed by Liberum in accordance with either the standing CREST or certificated settlement instructions which they have in place with Liberum.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 2 percentage points above prevailing LIBOR as determined by Liberum.
Each Placee agrees that, if it does not comply with these obligations, Liberum may sell, charge by way of security (to any funder of it) or otherwise deal with any or all of their Placing Shares on their behalf and retain from the proceeds, for Liberum's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due and any costs and expenses properly incurred by Liberum as a result of the Placee's failure to comply with its obligations. The relevant Placee will, however, remain liable and shall indemnify Liberum on demand for any shortfall below the amount owed by it and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of their Placing Shares on their behalf. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until such time as it has fully complied with its obligations hereunder. By communicating a bid for Placing Shares, each Placee confers on Liberum all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Liberum lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional form of confirmation is copied and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.
6. Selling and Transfer Restrictions
6.1 In relation to each member state of the European Economic Area ('MemberState'), no Placing Shares have been offered or will be offered pursuant to the Placing to the public in that Member State, except that offers of Placing Shares may be made to the public in that Member State at any time under the following exemptions under the Prospectus Regulation: (a) to any legal entity which is a 'qualified investor' as defined under the Prospectus Regulation; (b) to fewer than 150 natural or legal persons (other than 'qualified investors' as defined under the Prospectus Regulation); or (c) in any other circumstances falling within Article 1(4) of the Prospectus Regulation, provided that no such offer of Placing Shares shall result in a requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Regulation and each person who initially acquires any Placing Shares or to whom any offer is made under the Placing will be deemed to have represented, acknowledged and agreed that it is a 'qualified investor' within the meaning of Article 2(e) of the Prospectus Regulation.
6.2 The expression an 'offer of any shares to the public' in relation to any Placing Shares in any Member State means a communication to persons in any form and by any means presenting sufficient information on the terms of the offer and the Placing Shares to be offered, so as to enable a Placee to decide to acquire any Placing Shares.
6.3 In the case of any Placing Shares being offered to a financial intermediary as that term is used in Article 5(1) of the Prospectus Regulation, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the Placing Shares acquired by it in the Placing have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to persons in circumstances which may give rise to an offer of any Placing Shares to the public other than their offer or resale in a Member State to 'qualified investors' as so defined or in circumstances in which the prior consent of Liberum has been obtained to each such proposed offer or resale.
6.4 The Company, Liberum and their respective affiliates, and others will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements. Notwithstanding the above, a person who is not a 'qualified investor' and who has notified Liberum of such fact in writing may, with the prior consent of Liberum, be permitted to acquire Placing Shares in the Placing.
6.5 The Placing Shares have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state or other 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 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. The Placing Shares are being sold outside of the United States in reliance on Regulation S.
7. Representations and Warranties
By agreeing to acquire Placing Shares, each Placee that confirms their agreement to acquire Placing Shares will (for itself and any person(s) procured by it to acquire Placing Shares and any nominee(s) for any such person(s)) be deemed to irrevocably agree, undertake, represent, warrant and acknowledge to each of the Company, the Registrar, Liberum that:
7.1 the exercise by Liberum of any rights or discretion under the Placing Agreement shall be within the absolute discretion of Liberum and Liberum need not have any reference to a Placee and shall have no liability to a Placee whatsoever in connection with any decision to exercise or not to exercise any such right. Each Placee agrees that it has no rights against any of Liberum, the Company or any of their respective directors and employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999;
7.2 in agreeing to acquire Placing Shares under the Placing, it is relying solely on this Announcement and any Publicly Available Information and not on any other information given, or representation or statement made at any time (including, without limitation, the roadshow presentation prepared by the Company or research by any party containing information about the Company), by any person concerning the Company, the Placing Shares, the Placing or Admission. It agrees that it has neither received nor relied on any other information given or representations, warranties or statements made by Liberum, or the Company and neither Liberum nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. It irrevocably and unconditionally waives any rights it may have in respect of any other information, representation or statements and acknowledges that none of Liberum, the Company nor any of their respective affiliates, directors, officers, agents or employees has made any representations to it, express or implied, with respect to the Company, the Placing and the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information, and that each of them expressly disclaims any liability in respect thereof;
7.3 it acknowledges that the content of this Announcement is exclusively the responsibility of the Company and the Board and that none of Liberum, nor any person acting on its behalf nor any of its affiliates makes any representation, express or implied, nor accepts any responsibility whatsoever for the contents of this Announcement nor for any information, representation or statement made or purported to be made by them or on its or their behalf in connection with the Company, the Placing Shares, the Placing or Admission;
7.4 it will indemnify on an after-tax basis and hold harmless the Company, Liberum and their respective affiliates and any person acting on their behalf from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix;
7.5 if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to acquire Placing Shares under the Placing, it undertakes, represents and warrants that it is a person to whom the Placing Shares may be lawfully offered under that other jurisdiction's laws and regulations, has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any transfer or other taxes due in connection with its application in any territory and that it has not taken any action or omitted to take any action which will result in the Company, Liberum or any of their respective affiliates or any of their respective officers, agents, employees or affiliates acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Placing;
7.6 it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Placing Shares and it is not acting on a nondiscretionary basis for any such person;
7.7 it is liable for any capital duty, stamp duty, stamp duty reserve tax and all other stamp, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by it or any other person on the acquisition by it of any Placing Shares or the agreement by it to acquire any Placing Shares;
7.8 it agrees that, having had the opportunity to read this Announcement, it shall be deemed to have had notice of all information, undertakings, representations and warranties contained in this Announcement, that it is acquiring Placing Shares solely on the basis of this Announcement and the Publicly Available Information and no other information and that in accepting a participation in the Placing it has had access to all information it believes necessary or appropriate in connection with its decision to acquire Placing Shares and has relied upon its own investigation of the business, financial or other position of the Company in deciding whether to participate in the Placing;
7.9 it has carefully read and understands this Announcement in its entirety and acknowledges that it is acquiring Placing Shares on the terms, and subject to the conditions, set out in this Appendix and the Articles as in force at the date of Admission, and that such agreement is legally binding and irrevocable, and is not capable of termination or rescission in any circumstances save for fraud, whether concluded by telephone or otherwise. Such Placee agrees that the terms and conditions set out in this Appendix represent the whole and only agreement between the Placee, Liberum, and the Company in relation to the Placee's participation in the Placing and supersede any previous agreement between any of such parties in relation to such participation. Accordingly, all other terms, conditions, representations, warranties and other statements which would otherwise be implied (by law or otherwise) shall not form part of these terms and conditions. Such Placee agrees that none of the Company, Liberum, nor any of their respective officers or directors will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;
7.10 it understands that no offering document, admission document or prospectus has been prepared in connection with the Placing and it has not received and will not receive a prospectus, admission document or other offering document in connection with the Placing;
7.11 it acknowledges that this Announcement has not been approved by Liberum in its capacity as an authorised person under section 21 FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;
7.12 that, save in the event of fraud on the part of Liberum, none of Liberum, its ultimate holding companies nor any direct or indirect subsidiary undertakings or affiliates of such holding companies, nor any of its directors, officers and employees shall be responsible or liable to a Placee or any of its clients for any matter arising out of Liberum's role whether as nominated adviser or broker, or otherwise in connection with the Placing and that where any such responsibility or liability nevertheless arises as a matter of law, the Placee and, if relevant, its clients, will, to the fullest extent permitted by law, immediately waive any claim against any of such persons which the Placee or any of its clients may have in respect thereof;
7.13 it acknowledges that no person is authorised in connection with the Placing to give any information or make any representation other than as contained in this Announcement and, if given or made, any information or representation must not be relied upon as having been authorised by Liberum or the Company;
7.14 it is not applying as, nor is it applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67, 70, 93 or 96 (depository receipts and clearance services) of the Finance Act 1986;
7.15 it has such knowledge, sophistication and experience in financial and business matters that it is capable of evaluating the merits and risks of its acquisition of the Placing Shares and it is able to bear the economic risk and financial risk (including sustaining a complete loss) of the acquisition of such Placing Shares. It further confirms that it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing;
7.16 it has investigated independently and made its own assessment and satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the Placing Shares, including any federal, state and local tax consequences, affecting it in connection with its purchase and any subsequent disposal of the Placing Shares;
7.17 it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation;
7.18 it has all necessary capacity, it is acting in accordance with the power under its constitutional documents and has obtained all necessary consents and authorities (including, without limitation, all relevant members' resolutions) to acquire and pay for the Placing Shares comprised in the manner proposed and to enter into and perform its obligations pursuant to the terms and conditions set out in this Appendix, and there are no governmental or regulatory consents or other third party approvals, authorisations or orders required in order for it to acquire and pay for the Placing Shares in the manner proposed and to enter into and perform its obligations pursuant to the terms and conditions in this Appendix that have not been or will not prior to Admission have been obtained;
7.19 the agreement to acquire the Placing Shares and payment therefore will comply with and will not violate any agreements to which it is a party or by which it or any of its properties or assets is bound and which is material to its participation and its obligations in respect thereof and will constitute its valid and legally binding agreement and it has the funds available to make payment for the full amount in respect of the Placing Shares as and when due;
7.20 it accepts and acknowledges that: (i) the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, transferred or delivered directly or indirectly in or into the United States except pursuant to an effective registration statement under the Securities Act or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state securities laws; (ii) no representation has been made as to the availability of any exemption under the Securities Act for the reoffer, resale, transfer or delivery of the Placing Shares; (iii) the Company has not filed a prospectus or similar document with any applicable securities regulatory authority of any province or territory of Canada, no document in relation to the Placing has been or will be lodged with, or registered by, the Australian Securities and Investments Commission and no registration statement has been, the Japanese Ministry of Finance in relation to the Placing Shares or will be filed with Financial Services Board of the Republic of South Africa; and (iv) the Placing Shares have not been, and will not be, registered under the securities laws of Australia, Canada, Japan, Hong Kong, Singapore, the Republic of South Africa or any other jurisdiction in which the offer and sale of the Placing Shares would be unlawful (the 'Excluded Jurisdictions') and, subject to certain exceptions, the Placing Shares may not be offered or sold directly or indirectly within Canada, Australia, Japan, the Republic of South Africa or any other Excluded Jurisdiction or to or for the account or benefit of any national, citizen or resident of such countries or of the Excluded Jurisdictions;
7.21 it will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares in Australia, Canada, Japan or Republic of South Africa or to any national, resident or citizen of Australia, Canada, Japan or Republic of South Africa other than as may be permitted under the applicable law in the relevant jurisdiction and it acknowledges that the Placing Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan or Republic of South Africa and that the same are not being offered for subscription or sale, and may not, directly or indirectly, be offered, sold, transferred or delivered, in Australia, Canada, Japan or Republic of South Africa other than as may be permitted under the applicable law in the relevant jurisdiction;
7.22 it accepts and acknowledges that there will be no public offer of Placing Shares in the United States;
7.23 it: (i)(a) is not within the United States and will not be within the United States at the time that any buy order for Placing Shares is originated by it, (b) is acquiring the Placing Shares in an 'offshore transaction' as defined in Regulation S and (c) is not acquiring any of the Placing Shares as a result of any form of 'directed selling efforts' (within the meaning of Regulation S); or (ii) is a 'qualified institutional buyer' as defined in Rule 144A under the Securities Act that has duly executed a U.S. investor letter in the form provided to it by, and delivered the same to, Liberum or its affiliates;
7.24 it acknowledges and agrees that it will not offer or sell any of the Placing Shares, directly or indirectly, in or into the United States except pursuant to an exemption from the registration requirements of the Securities Act;
7.25 it has not distributed, forwarded, transferred or otherwise transmitted this Announcement or any other presentation or offering materials concerning the Placing Shares within the United States, nor will it do any of the foregoing, and it understands that the information in this Announcement, including financial information, may be materially different from any disclosure that would be provided in a registered offering in the United States;
7.26 if it is located in the United Kingdom, it is: (i) a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) in the course of its business and a 'qualified investor' (as defined in the Prospectus Regulation) and it will acquire, manage and dispose of the Placing Shares (as principal or agent) for the purposes of its business; and (ii) not intending to offer or sell or otherwise deal with the Placing Shares in any way which would result in an offer to the public in the United Kingdom within the meaning of FSMA or in any other jurisdiction or require registration or prospectus publication or similar actions in any other jurisdiction;
7.27 if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, that it is a person to whom the Placing Shares may be lawfully offered under that other jurisdiction's laws and regulations;
7.28 it is capable of being categorised as a person who is a 'professional client' or an 'eligible counterparty' within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook;
7.29 to the extent that it is located outside the United Kingdom but in the EEA, it is a 'qualified investor' as defined under the Prospectus Regulation;
7.30 if it is outside the United Kingdom, neither this Announcement nor any other offering, marketing or other material in connection with the Placing constitutes an invitation, offer or promotion to, or arrangement with, it or any person for whom it is procuring to acquire Placing Shares pursuant to the Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and Placing Shares could lawfully be distributed to and acquired and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;
7.31 it acknowledges that it is an 'investment professional' (within the meaning of Article 19(5) of the Financial Promotion Order) or a 'high net worth company' (within the meaning of Article 49(2) of the Financial Promotion Order) and a 'qualified investor' (as defined in the Prospectus Regulation);
7.32 it confirms that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which it is permitted to do so pursuant to section 21 of FSMA;
7.33 it acknowledges that after giving effect to its acquisition of the Placing Shares, it will inform the Company and Liberum if such acquisition will cause it to be required to make a notification to the Company in accordance with Rule 5.1.2R of the Disclosure Guidance and Transparency Rules or AIM Rule 17;
7.34 it acknowledges its obligations under the Criminal Justice Act 1993, the Proceeds of Crime Act 2002 (''POCA 2002') and the EU Market Abuse Regulation (Regulation (EU) 596/2014) and confirms that it has complied and will continue to comply with all obligations thereunder;
7.35 it acknowledges that neither of Liberum, nor any of its directors, officers, agents or employees or their respective affiliates nor any person acting on its behalf is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing or providing any advice in relation to the Placing and participation in the Placing is on the basis that it is not and will not be a client of Liberum or any of its affiliates and that neither Liberum, nor any of its affiliates have any duties or responsibilities to it for providing protection afforded to their respective clients or for providing advice in relation to the Placing nor, if applicable, in respect of any representations, warranties, undertaking or indemnities otherwise required to be given by it in connection with its application under the Placing;
7.36 it acknowledges that where it is acquiring Placing Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account: (i) to acquire the Placing Shares for each such account; (ii) to make on each such account's behalf the representations, warranties and agreements set out in this Announcement; and (iii) to receive on behalf of each such account any documentation relating to the Placing in the form provided by the Company and/or Liberum. It agrees that the provision of this paragraph shall survive any resale of the Placing Shares by or on behalf of any such account;
7.37 it acknowledges that neither the Placee nor, as the case may be, their clients, expect Liberum to have any duties or responsibilities to the Placee similar or comparable to the duties of 'best execution' and 'suitability' imposed by The Conduct of Business Source Book contained in the FCA's Handbook of Rules and Guidance, and that Liberum is not acting for the Placee or its clients, and that Liberum will not be responsible to the Placee or its clients for providing the protections afforded to Liberum's customers;
7.38 it irrevocably appoints any Director, duly authorised officer or employee and any director of Liberum to be its agent and on its behalf (without any obligation or duty to do so), to sign, execute and deliver any documents and do all acts, matters and things as may be necessary for, or incidental to, its acquisition of all or any of the Placing Shares for which it has given a commitment under the Placing, in the event of its own failure to do so;
7.39 it accepts that if the Placing does not proceed or the relevant conditions to the Placing Agreement are not satisfied or the Placing Shares for which valid applications are received and accepted are not admitted to trading on AIM for any reason whatsoever, then none of the Company, Liberum or any of their respective affiliates, nor persons controlling, controlled by or under common control with any of them nor any of their respective employees, agents, directors, officers, members, stockholders, partners or representatives, shall have any liability whatsoever to it or any other person;
7.40 it may lawfully acquire the Placing Shares comprising its Placing Participation and has complied with, and will comply with, all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;
7.41 if it is a pension fund or investment company, its acquisition of Placing Shares is in full compliance with applicable laws and regulations;
7.42 in connection with its participation in the Placing (i) it has complied with its obligations in connection with money laundering and terrorist financing under the POCA 2002, the Terrorism Act 2000 (as amended from time to time), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and (ii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the 'Regulations'); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchaser, and it will provide promptly to Liberum such evidence, if any, as to the identity or location or legal status of any person which Liberum may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by Liberum on the basis that any failure by it to do so may result in the number of Placing Shares that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Liberum may decide at their sole discretion;
7.43 it holds harmless and will indemnify Liberum and/or the Company against any liability, loss or cost ensuing due to the failure to process this application, if such information as has been required has not been provided by it or has not been provided on a timely basis;
7.44 it acknowledges and agrees that information provided by it to the Company or the Registrar will be stored on the Registrar's computer system and manually. It acknowledges and agrees that for the purposes of the General Data Protection Regulation (Regulation (EU) 2016/679) and the Data Protection Act 2018 (together, the 'Data Protection Law') and other relevant data protection legislation which may be applicable, the Registrar is required to specify the purposes for which it will hold personal data. The Registrar will only use such information for the purposes set out below (collectively, the 'Purposes'), being to: (i) process its personal data (including sensitive personal data) as required by or in connection with its holding of Placing Shares, including processing personal data in connection with credit and money laundering checks on it; (ii) communicate with it as necessary in connection with its affairs and generally in connection with its holding of Placing Shares; (iii) provide personal data to such third parties as the Registrar may consider necessary in connection with its affairs and generally in connection with its holding of Placing Shares or as the Data Protection Law may require, including to third parties outside the United Kingdom or the EEA; and (iv) without limitation, provide such personal data to the Company, Liberum, and their respective associates for processing, notwithstanding that any such party may be outside the United Kingdom or the EEA;
7.45 in providing the Registrar with information, it hereby represents and warrants to the Registrar that it has obtained the consent of any data subjects to the Registrar and their respective associates holding and using their personal data for the Purposes (including the explicit consent of the data subjects for the processing of any sensitive personal data for the Purposes). For the purposes of this Announcement, 'data subject', 'personal data' and 'sensitive personal data' shall have the meanings attributed to them in the Data Protection Law;
7.46 the representations, undertakings and warranties contained in this Announcement are irrevocable. It acknowledges that Liberum, the Company and their respective directors, officers, agents and employees and their respective affiliates will rely upon the truth and accuracy of the foregoing representations, warranties, undertakings, agreements and acknowledgements and it agrees that if any of the representations, warranties, undertakings, agreements and acknowledgements made or deemed to have been made by its acquisition for Placing Shares is no longer accurate, it shall promptly notify Liberum and the Company;
7.47 where it or any person acting on behalf of it is dealing with Liberum, any money held in an account with Liberum on behalf of it and/or any person acting on behalf of it will not be treated as client money within the meaning of the relevant rules and regulations of the FCA which therefore will not require Liberum to segregate such money, as that money will be held by Liberum under a banking relationship and not as trustee;
7.48 any of its clients, whether or not identified to Liberum or any of its affiliates or agents, will remain its sole responsibility and will not become clients of Liberum or any of its affiliates or agents for the purposes of the rules of the FCA or for the purposes of any other statutory or regulatory provision;
7.49 neither the Company nor Liberum are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any investment or similar laws and regulations;
7.50 it accepts that the allocation of Placing Shares shall be determined by Liberum (following consultation with the Company) in its absolute discretion and if Placing Participations are received for more than the total number of Fractional Entitlements available following the General Meeting, such Placing Participations shall be scaled back by Liberum (following consultation with the Company), as Liberum may in its absolute discretion, determine. No assurance can be given that the Placing Participations will be met in full, in part or at all; and
7.51 time shall be of the essence as regards its obligations to settle payment for the Placing Shares and to comply with its other obligations under the Placing.
8. Supply and Disclosure of Information
If any of Liberum or the Company or any of their agents request any information in connection with a Placee's agreement to acquire Placing Shares under the Placing in order to comply with any relevant legislation, such Placee must promptly disclose it to them.
9. Miscellaneous
9.1 The rights and remedies of Liberum and the Company under this Appendix are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
9.2 On application, if a Placee is an individual, that Placee may be asked to disclose in writing, or orally, his or her nationality and if a Placee is a discretionary fund manager, that Placee may be asked to disclose in writing or orally the jurisdiction in which its funds are managed or owned. All documents provided in connection with the Placing will be sent at the Placee's risk. They may be returned by post to such Placee at the address notified by such Placee to Liberum.
9.3 EachPlacee agrees to be bound by the Articles (as amended from time to time) once the Placing Shares, which the Placee has agreed to acquire pursuant to the Placing, have been acquired by the Placee.
9.4 The contract to acquire Placing Shares under the Placing, these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and the appointments and authorities mentioned in this Announcement and all disputes arising out of, or in connection with, its subject matter or formation (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of Liberum and the Company, each Placee irrevocably submits to the exclusive jurisdiction of the courts of England and Wales and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum. This does not prevent an action being taken against a Placee in any other jurisdiction.
9.5 In the case of a joint agreement to acquire Placing Shares under the Placing, references to a 'Placee' in this Announcement are to each of the Placees who is a party to that joint agreement and their liability is joint and several.
9.6 Liberum and the Company each expressly reserve the right to modify the Placing (including, without limitation, their timetable and settlement) at any time before allocations are determined. Each Placee agrees that its obligations pursuant to this Announcement are not capable of termination or rescission.
9.7 The Placing is subject to the satisfaction of the conditions contained in the Placing Agreement and the Placing Agreement not having been terminated. Further details of the terms of the Placing Agreement are set out above.
9.8 Liberum may, and its affiliates acting as an investor for its or their own account(s) may, 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, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by Liberum and/or any of its affiliates acting as an investor for its or their own account(s). Neither Liberum 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.
9.9 Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
9.10 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.
9.11 References to time in this Announcement are to London time, unless otherwise stated.
9.12 All times and dates in this Announcement may be subject to amendment. Liberum shall notify the Placees and any person acting on behalf of a Placee of any changes.
Definitions
The following definitions apply through this Announcement unless the context otherwise requires:
'Act' | the Companies Act 2006 (as amended); |
'Admission' | the admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules; |
'Affiliates' | in relation to a person each of its holding companies, subsidiaries, branches, associated undertakings and Affiliates (Affiliates having the meaning given in Rule 405 or in Rule 501(b) of the Securities Act, as applicable in the context used) (including, without limitation, joint venture partners) from time to time (and subsidiaries of any such subsidiaries, branches, associated undertakings, Affiliates and holding companies) (including, without limitation, joint venture partners) and each of their and the person's respective officers, directors, supervisory board members, employees, representatives, controlling persons, shareholders and agents from time to time; |
'AIM' | the AIM market of the London Stock Exchange; |
'AIM Rules' | the AIM Rules for Companies issued by the London Stock Exchange; |
'Business Day' | a day (other than a Saturday, Sunday or public holiday) when clearing banks are open for business in the City of London; |
'Circular' | the circular to be posted to Shareholders on 19 December 2019; |
'Concert Party' | Daniel Rabie, Clive Rabie, Gregory Wilkinson and the Reckon Limited Performance Share Plan Trust; |
'Consolidated Ordinary Shares' | the ordinary shares of £7.50 each created by the Consolidation; |
'Consolidation' | the proposed consolidation of the Company's ordinary share capital pursuant to which every 5,000 Ordinary Shares in issue at the Record Date will be consolidated into 1 Consolidated Ordinary Share pursuant to Resolution 1 as set out in the Notice; |
'CREST' | the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK and Ireland Limited is the Operator (as defined in CREST Regulations); |
'CREST Regulations' | the Uncertificated Securities Regulations 2001 (SI 2001/3775) as amended and any applicable rules made thereunder; |
'Directors' or 'the Board' | the directors of the Company whose names are set out on page 10 of the Circular; |
'EMI Share Option Plan' | the GetBusy plc EMI Share Option Plan, the rules for which are summarised in the Appendix; |
'Existing Ordinary Shares' | the ordinary shares of 0.15 pence each in issue as at the date of the Circular; |
'Form of Proxy' | the form of proxy for use in relation to the General Meeting; |
'Fractional Entitlement' | an entitlement to a fraction of a Consolidated Ordinary Share arising as a result of the Consolidation; |
'General Meeting' | the general meeting of the Company convened for 10:00 a.m. on 7 January 2020 by the Notice set out in the Circular, to be held at the offices of Mills & Reeve LLP, Botanic House, 100 Hills Road, Cambridge CB2 1PH for the purpose of considering and, if thought fit, passing the Resolutions; |
'Group' | the Company and its subsidiaries and subsidiary undertakings; |
'Incentive Plans' | means the EMI Share Option Plan and the Value Creation Plan; |
'Independent Directors' | the Directors other than Clive Rabie, Daniel Rabie and Gregory Wilkinson; |
'Independent Shareholders' | all Shareholders with the exception of the Concert Party; |
'ISIN' | International Security Identification Number; |
'Liberum' | Liberum Capital Limited of Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY, the Company's Nominated Adviser and Broker for the purposes of the AIM Rules; |
'London Stock Exchange' | London Stock Exchange plc; |
'New Ordinary Shares' | the new ordinary shares of 0.15 pence each in the capital of the Company with ISIN GB00BG0TSD71 arising on the completion of the Consolidation and Sub-Division; |
'Non-Executive Directors' | Dr Miles Jakeman, Gregory Wilkinson, Nigel Payne and Clive Rabie |
'Notice' | the notice convening the General Meeting which is set out at the end of the Circular; |
'Ordinary Shares' or 'Shares' | the ordinary shares of 0.15 pence each in the capital of the Company; |
'Panel' | The Panel on Takeovers and Mergers; |
'Placing' | the proposed sale, on or prior to Admission, by Liberum as agent of the Company, of the New Ordinary Shares which represent the aggregated Fractional Entitlements; |
'Placing Agreement' | the conditional agreement dated 18 December 2019 between the Company and Liberum relating to the Placing, further details of which are set out in Part 1 of the Circular; |
'Placing Participation' | has the meaning given to it in the Appendix; |
'Proposals' | the Share Capital Reorganisation, the Placing, the approval and adoption of the Incentive Plans, the Share Subscriptions, the Rule 9 Waivers and the Resolutions; |
'Reckon' | Reckon Limited, a company incorporated and registered in Australia and listed on the Australian Stock Exchange (ASX); |
'Record Date' | 6:00 p.m. on 7 January 2020 (or such other time and date as the Directors may determine); |
'Regulation S' | Regulation S under the Securities Act; |
'Resolutions' | the resolutions to be proposed at the General Meeting as set out in the Notice; |
'RNS' | a regulatory news service operated by the London Stock Exchange as defined by the AIM Rules; |
'Rule 9' | Rule 9 of the Takeover Code; |
'Rule 9 Incentive Plans Waiver' | the waiver agreed by the Panel and to be approved by the Independent Shareholders of the obligations that would otherwise fall upon the Concert Party pursuant to Rule 9 as a result of the grant of share options to Daniel Rabie under and pursuant to the Incentive Plans; |
'Rule 9 Subscriptions Waiver' | the waivers agreed by the Panel and to be approved by the Independent Shareholders of the obligations that would otherwise fall upon the Concert Party pursuant to Rule 9 as a result of the Share Subscriptions; |
'Rule 9 Waivers' | the Rule 9 Incentive Plans Waiver and the Rule 9 Subscription Waiver; |
'Securities Act' | the United States Securities Act of 1933, as amended; |
'Share Capital Reorganisation' | the proposed reorganisation of the Company's capital comprising the Consolidation and the Sub-Division; |
'Share Subscriptions' | the future subscription or subscriptions by Daniel Rabie of up to, in aggregate, 500,000 New Ordinary Shares at market value; |
'Shareholders' | person(s) who is/are registered as holder(s) of Ordinary Shares at the relevant time; |
'Small Shareholders' | Shareholders who hold fewer than 5,000 Ordinary Shares at the Record Date; |
'Sub-Division' | the proposed sub-division of each Consolidated Ordinary Share into 5,000 New Ordinary Shares pursuant to Resolution 2 as set out in the Notice; |
'subsidiary' or 'subsidiaryundertaking' | have the meanings given to such terms in the Act; |
'Takeover Code' | The City Code on Takeovers and Mergers issued by the Panel; |
'Trust' | the Reckon Limited Performance Share Plan Trust; |
'UK' | the United Kingdom; |
'Value Creation Plan' | the GetBusy plc Value Creation Plan, the rules for which are summarised in the Appendix; and |
'Whitewash Resolutions' | the Resolutions numbered 4 and 5 set out in the Notice. |
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GetBusy plc published this content on 18 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 December 2019 07:05:06 UTC
