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Proposed Conditional Placing to raise £8.5m

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By LSE RNS

RNS Number : 1264J
Safestyle UK PLC
07 April 2020
 

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

 

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

 

The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (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.

 

For immediate release

 

7 April 2020

 

SAFESTYLE UK PLC

 

("Safestyle" or the "Company" and together with its subsidiaries the "Group")

 

Proposed Conditional Placing to raise £8.5 million

 

Loan Covenant Waiver

 

Safestyle UK plc (AIM: SFE), the leading UK‐focused retailer and manufacturer of PVCu replacement windows and doors for the homeowner market, announces the following:

 

·    A proposed conditional placing ("Placing") to raise £8.5 million at a price of 17 pence per share with institutional and other investors (including all of the Directors), by way of an accelerated bookbuild ("Bookbuild") which will be launched immediately following the release of this announcement.

 

·    The Directors intend to use the proceeds of the Placing to strengthen the Company's balance sheet so that the business is well capitalised and has a strong cash buffer to ensure it can continue in business through and out of the current crisis relating to the COVID-19 outbreak (the "Outbreak").

 

·    The Company's banking covenants will be waived for up to 6 months following completion of the Placing, to apply for the entire shutdown period and a reduced EBITDA covenant target will be in place for the rest of the year following resumption of trading.

 

The Appendix to this Announcement (which forms part of this Announcement) contains the detailed terms and conditions of the Placing.

 

 

Enquiries:

Safestyle UK plc

Mike Gallacher, Chief Executive Officer

Rob Neale, Chief Financial Officer

 

via FTI Consulting

Zeus Capital Limited (Nominated Adviser & Joint Broker)

Dan Bate / Daniel Harris / Dominic King

 

Tel: 0203 829 5000

Liberum Capital Limited (Joint Broker)

Neil Patel / Jamie Richards / Laura Hamilton

 

Tel: 0203 100 2100

FTI Consulting (Financial PR)

Alex Beagley / James Styles / Sam Macpherson

 

Tel: 0203 727 1000

About Safestyle UK plc

The Group is the leading retailer and manufacturer of PVCu replacement windows and doors to the UK homeowner market. For more information please visit www.safestyleukplc.co.uk or www.safestyle-windows.co.uk.

 

Proposed Conditional Placing to raise £8.5 million

 

Safestyle announces a proposed placing of £8.5 million, by way of a conditional placing ("Placing") of 50,000,000 new ordinary shares of £0.01 each in the capital of the Company (the "Placing Shares") at a price of 17 pence per share (the "Issue Price"). If approved by shareholders of the Company ("Shareholders"), the Placing Shares to be issued pursuant to the proposed Placing are expected to represent approximately 37.6% of the enlarged issued share capital of the Company immediately following the admission of the Placing Shares to trading on AIM ("Admission"). The Placing Shares will rank pari passu in all other respects with the Company's existing ordinary shares of £0.01 each ("Ordinary Shares").

 

Zeus Capital Limited ("Zeus Capital") and Liberum Capital Limited ("Liberum") are acting as joint bookrunners in relation to the Placing. The Company, Zeus Capital and Liberum have entered into a placing agreement dated 7 April 2020 in connection with the Placing.  

 

The proposed Placing will be subject to, and conditional on, amongst other things:

 

·    the passing, without amendment, of certain resolutions (the "Placing Resolutions") to be proposed at a general meeting of the Company (the "General Meeting"), as will be set out in a notice convening the General Meeting to be posted to shareholders of the Company ("Shareholders");

 

·    the Placing Agreement becoming unconditional in all respects (save for the condition relating to Admission) and not having been terminated in accordance with its terms;

 

·    the publication of the results of the Placing via a regulatory information service by 8 April 2020 (or such later time and/or date as the Company, Zeus Capital and Liberum may agree); and

 

·    Admission occurring by no later than 8.00 a.m. on 28 April 2020 (or such later time and/or dates as may be agreed between the Company, Zeus Capital and Liberum, being no later than 5.00 p.m. on 11 May 2020).

 

Shareholder approval will be sought in respect of the authorities required to issue the Placing Shares at the General Meeting which is convened for 10.00 a.m. on 27 April 2020 at Safestyle, Valley Road, Wombwell, Barnsley, S73 8AG. In line with the UK Government 'Stay at Home' measures and to ensure Shareholders' safety, Shareholders must not attend the General Meeting in person and are encouraged to vote by proxy.

 

The Placing cannot proceed unless the Placing Resolutions are passed at the General Meeting.

 

The Board would emphasise that if the Placing does not proceed, the Company could, if the current COVID Pandemic shutdown continues beyond the end of June, then lack the funding to underpin the business. Specifically, without the proceeds of the Placing and the consequent satisfaction of the condition to the amending of its banking arrangements with Aurelius, should the UK Government's 'Stay at Home Measures' be extended beyond the end of June 2020, the Company could be at risk that it will not be able to continue trading as a going concern and the Company could then be unable to comply with one or more financial covenants that are in place under the terms of its existing facilities with Aurelius. In such circumstances, which would be caused by a continuing inability to operate and deliver revenue, if the Company was unable to reach agreement on alternative arrangements with HM Revenue & Customs, Aurelius and other creditors, then this could lead to enforcement action over all or part of the Group's assets including executing a disposal of such assets. In this scenario, this could result in Shareholders losing all, or a substantial amount of the value of their investment in the Company. In the context of the current Outbreak, it is important that all Shareholders vote in favour of all of the Resolutions so that the Placing may proceed.

 

 

Background to and Reasons for the Placing

 

Safestyle is an AIM quoted value branded retailer and manufacturer of PVCu replacement windows and doors for the UK homeowner market. The Group's business has grown from its founding in 1992 to become the largest company in the UK homeowner window and door replacement market.

 

Recent Trading Performance

In its final results for the year ended 31 December 2019 ("FY19") published on 19 March 2020, the Company announced that it was restored to profitability in the middle of the year with strong progress made on phase two of its turnaround plan, which was now complete and which had achieved improvements in revenues and gross margin alongside reduced overheads.

 

The Company announced that the year end order book had increased by 24% above 2018's closing position through accelerated order intake in November and December driven by intentionally increased lead generation investment, which had held back the 2019 profit outcome. Volume of frames installed had increased by 3.3% to 190,252 and average unit sales price was up 5.0% to £678. There had also been an improvement in market share (as measured by FENSA) to 8.5% compared to 7.8% in 2018. The business transformation had also accelerated, improving further in customer service, safety, compliance and internal management processes. These concurrent improvements reflected the accelerating positive impact of the new management team and new Board put in place in late 2018, with cohesion and capability built through the challenges it faced in dealing with the SafeGlaze issues.

 

The Group had a strong start to 2020, with both sales and profit ahead of the prior year as it entered into March 2020, with the business well positioned for delivery on forecast.

 

COVID-19 - Impact and response

 

However, at the time of the FY19 results being announced, when the Outbreak was in the early stages of its development in the UK, the Company announced that the Outbreak was creating significant uncertainty across the UK and international economy. Less than a week later, following the 'Stay at Home' measures guidance published by the Government on 23 March 2020 in relation to the Outbreak, the Company took prompt action with the aim of protecting its people, business and customers, providing the best service possible through the crisis and to ensure it had the capability to accelerate rapidly out of the crisis. As a result, the Company announced that it was temporarily closing all of its locations across the country and also temporarily ceasing all installation activities.

 

The Company's contingency planning was conducted early and it moved to garner all Government support to protect cash. Approximately 95% of the Group's staff have now been formally furloughed at 80% pay (for April) and the CEO, Chairman and each of the Non-Executive Directors has taken a 50% reduction in salary/fees for the duration of the crisis. Furthermore, the Company's planned £3 million marketing investment, to update and modernise the brand communication and mitigate lead cost inflation, has been halted. As a consequence, cash outflow run rate is expected to be c.£0.8 million a month for the duration of the Company's shutdown.

 

Use of Proceeds

 

The primary purpose of the Placing is to strengthen the balance sheet in this time of crisis.

 

Having ensured the safety of the Company's staff and customers, the key objective for the Board is now to ensure the business is well capitalised, using all potential options available to the Company, including the Government's Job Retention Scheme. The 'base case' scenario is no installation activity and thus revenue until the end of June and the business can manage this with a range of cash protection measures. If the shutdown continues beyond this timescale, however, the cash position becomes more difficult to manage, although the Company can draw upon further mitigating measures to conserve cash. The funds raised will provide a strong cash buffer and ensures the Company can remain in business through and out of the crisis against even a most extreme case of no revenue for the remainder of the year, subject to the Government's Job Retention Scheme, HMRC payment deferral agreements remaining in place and the continued waiver of covenants by the primary lender beyond September.

 

Once the situation improves, and with £3 million (retail value) of manufactured customer stock in its depots ready to fit as soon as it is safe to do so, the Company can immediately proceed with installations without the need to re-start the factory, sales or support functions.

 

Strategic Priorities

 

The Company's immediate strategic imperatives are to support its staff and customers through the crisis and to protect the balance sheet.

The Company's ongoing strategic priorities, once business restarts following the lock-down, and as previously outlined, remain as follows:

1.    Improving the national sales and depot network by:

•     leveraging the excellent management information now available to it;

•     levelling up the performance of each location with clear standard operating procedures; and

•     provision of consistent training.

2.    Sustaining momentum in compliance and customer service by:

•     providing excellent customer service with progress made in 2019, cutting installation quality issues by c.30%; and

•     continuing to embed the Company's new compliance standards.

3.    Modernising value brand by:

•     continuing to update and modernise its value brand communication; and

•     returning to mass media TV brand investment to drive growth and mitigate lead cost inflation.

Current Cash position and Covenant Waiver

 

As at 30 March 2020, the Company had access to cash and working capital facilities in excess of £8 million which, together with the net Placing Proceeds of approximately £8.2 million would, even at current operational levels, be sufficient to allow the Group to continue in business for the foreseeable future. As part of the strategy to strengthen its financial position in a time of crisis, the Company has reached agreement with its primary lender, Aurelius Finance Company ("Aurelius") in relation to its £7.5m facility comprising a £4.5m term loan and a £3.0m revolving credit facility ("RCF"). The facility expires in October 2021.

 

The facility has the following financial covenants:

 

·    EBITDA - monthly test on a rolling 12 month basis

·    Borrowing base - drawn facility has to be less than 75% of assets plus credit card finance/finance receivables

·    Monthly cleandown - drawings on the RCF have to be zero for five business days each month

 

The Company is pleased to announce that, conditional on completion of the Placing, these covenants will be waived (the "Waiver") for up to six months to apply for the entire shutdown period and a reduced EBITDA  covenant target for the remainder of the year following resumption of trading has also been agreed. This Waiver has been agreed with Aurelius at no additional cost to the Company.

 

Furthermore, a further output to the supportive discussions with Aurelius is that the facility has also been extended to October 2023, once again at no additional cost, which underpins the working capital funding requirements well beyond the current facility term.

 

Details of the Placing

Structure

The Directors have given careful consideration as to the structure of the proposed Placing and concluded it is most suitable option available to the Company and the Shareholders at this time.

 

Placing Shares will be issued through the Placing at 17 pence per Placing Share to raise gross proceeds of £8.5 million.

 

The allotment and issue of the Placing Shares is conditional on an increase in the Company's authorised share capital and the approval from Shareholders for the Directors to allot the Placing Shares and for pre-emption rights to be disapplied in respect of such allotment. The Placing Resolutions comprise the relevant approvals required to implement the Placing.

 

Bookbuild

The Placing will be conducted by Zeus Capital and Liberum in accordance with the terms and conditions set out in the Appendix to this Announcement. The Bookbuild will determine demand for and participation in the Placing. The Bookbuild will commence with immediate effect following this Announcement and is expected to close on 8 April 2020.

 

The timing of the close of the Bookbuild is at the absolute discretion of Zeus Capital, Liberum and the Company, and Zeus Capital, Liberum and the Company reserve the right to close the Bookbuild process earlier or later without further notice. The allocations will be determined together by Zeus Capital, Liberum and the Company, in their absolute discretion, and will be confirmed orally by Zeus Capital and Liberum following the close of the Bookbuild. A further announcement will then be made as soon as practicable following the completion of the Bookbuild.

 

Principal Terms of the Placing

In accordance with the terms of the Placing Agreement, Zeus Capital and Liberum have jointly, as agents for the Company, conditionally placed, with institutional and other investors (including all of the Directors), the Placing Shares at the Issue Price to raise gross proceeds of £8.5 million. The Issue Price of 17 pence per Placing Share represents a premium of c. 1.6% to the mid-market closing price of its Ordinary Shares on 7 April 2020 (which was c. 16.7 pence per share).

 

The Placing is not being underwritten.

 

Under the Placing Agreement, the Company has agreed to pay to Zeus Capital and Liberum a fixed sum and commissions based on the aggregate value of the Placing Shares placed at the Issue Price and the costs and expenses incurred in relation to the Placing together with any applicable VAT.

 

Conditionality

The Placing is conditional, amongst other things, upon the following:

·    the passing, without amendment, of the Placing Resolutions at the General Meeting;

 

·    the publication of the results of the Placing via a regulatory information service on 8 April 2020 (or such later time and/or date as the Zeus Capital, Liberum and the Company may agree);

 

·    the Placing Agreement becoming unconditional in all respects (save for the condition relating to Admission) and not having been terminated in accordance with its terms; and

 

·    Admission occurring by no later than 8.00 a.m. on 28 April 2020 (or such later time and/or date as may be agreed between the Company, Zeus Capital and Liberum, being no later than 5.00 p.m. on 11 May 2020).

 

If the conditions set out above are not satisfied or waived (where capable of waiver), the Placing will lapse and the Placing Shares will not be allotted and issued and no monies will be received by the Company from investors in respect of the Placing Shares.

 

Application for Admission

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. Admission is expected to take place, and dealings on AIM are expected to commence, at 8.00 a.m. on 28 April 2020 (or such later time and/or date as may be agreed between the Company, Zeus Capital and Liberum, being no later than 5.00 p.m. on 11 May 2020). No temporary documents of title will be issued.

 

Effect of the Placing

The Placing Shares will, following Admission, rank pari passu in all respects with the existing Ordinary Shares and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the Ordinary Shares after Admission.

 

Upon completion of the Placing, assuming full take-up, the Placing Shares will represent approximately 37.6% of the enlarged share capital.

 

The final number of Placing Shares will be agreed by Zeus Capital, Liberum and the Company at the close of the Bookbuild and the result will be announced as soon as practicable thereafter.

 

The Placing Agreement

 

Pursuant to the terms of the Placing Agreement, Zeus Capital and Liberum, as agents for the Company, have agreed to use their respective reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price. The Placing Agreement is conditional upon, amongst other things, the conditions set out above in the paragraph headed "Conditionality" and none of the warranties given to Zeus Capital and Liberum prior to Admission being or becoming untrue, inaccurate or misleading in any material respects.

 

The Placing Agreement contains customary warranties given by the Company in favour of Zeus Capital and Liberum in relation to, amongst other things, the accuracy of the information in this document and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify each of Zeus Capital and Liberum (and their respective affiliates) in relation to certain liabilities which they may incur in respect of the Placing.

 

Each of Zeus Capital and Liberum has the right to terminate the Placing Agreement in certain circumstances prior to Admission. In particular, in the event of any material breach of the warranties or a material adverse change or if the Placing Agreement does not become unconditional.

 

The Board has given careful consideration to the structure of the equity fundraising and has concluded that the Placing is the most suitable option available to the Company at this time. The Company is grateful for the support of all its Shareholders and is very mindful that the Placing represents significant dilution to Shareholders. It has not been practical to implement a rights issue or other fully pre-emptive offer to all Shareholders for the proposed equity fundraising, primarily because such an offer would require a prospectus to be approved by the United Kingdom Listing Authority and the Jersey Financial Services Commission, the timing of which was not compatible with the Company's financial position.

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS IN RELATION TO THE PLACING

Announcement of the results of the Placing

 

8 April 2020

Dispatch of the circular and form of proxy

 

9 April 2020

Latest time and date for receipt of forms of proxy for the General Meeting

 

10.00 a.m. on 23 April 2020

General Meeting

 

10.00 a.m. on 27 April 2020

Admission of the Placing Shares to trading on AIM

8.00 a.m. on 28 April 2020

 

Forward-looking statements

 

This announcement contains statements about Safestyle that are or may be deemed to be "forward-looking statements".

 

All statements, other than statements of historical facts, included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by, or that include, the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "anticipates", "estimates", "projects", "would", "could", "continue" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include, without limitation, statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects and (ii) business and management strategies and the expansion and growth of the operations of Safestyle.

 

These forward-looking statements are not guarantees of future performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Investors should not place undue reliance on such forward-looking statements and, save as is required by law or regulation (including to meet the requirements of the AIM Rules for Companies, the Prospectus Rules, the FSMA and/or the EU Market Abuse Regulation), does not undertake any obligation to update publicly or revise any forward-looking statements (including to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based). All subsequent oral or written forward-looking statements attributed to Safestyle or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements contained in this announcement are based on information available to the Directors of Safestyle at the date of this announcement, unless some other time is specified in relation to them, and the posting or receipt of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date.

 

Appendix

 

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY

1.         Introduction

Members of the public are not eligible to take part in the Placing.  This announcement and the terms and conditions set out and referred to herein are directed only at persons selected by Zeus Capital and Liberum Capital (the "Bookrunners") who are (a) persons in member states of the European Economic Area who are "Qualified Investors", as defined in Article 2(e) of Regulation 2017/1129/EU (the "Prospectus Regulation") and (b) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "Investment Professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "Order") or fall within the definition of "High Net Worth Companies, Unincorporated Associations etc" in article 49(2)(a) to (d) of the Order and (ii) are Qualified Investors or (c) otherwise to persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons").  This announcement and the terms and conditions set out herein must not be acted on or relied on by persons who are not relevant persons.  By accepting this announcement, you represent and agree that you are a Relevant Person.  Any investment or investment activity to which this announcement and the terms and conditions set out herein relate is available only to Relevant Persons and will be engaged in only with Relevant Persons.

Distribution of this announcement in certain jurisdictions may be restricted or prohibited by law.  Persons distributing this announcement must satisfy themselves that it is lawful to do so.

The new Ordinary Shares (as defined below) in the capital of the Company that are the subject of the Placing (the "Placing Shares") have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration, except pursuant to an exemption from or in a transaction not subject to the registration requirements of the US Securities Act.  No public offering of the Placing Shares is being made in the United States, the United Kingdom or elsewhere.

An investment in the Placing Shares is subject to a number of risks. Before making an investment decision with respect to the Placing Shares, prospective investors should carefully consider the risks associated with an investment in the Company, the Company's business and the industry sector in which the Company operates, in addition to all of the other information set out in this announcement and that which is lawfully publicly available.

EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT AND ANNOUNCEMENTS RELATING TO THE PLACING, ANY PART OF ANY OF THEM OR ANY INFORMATION CONTAINED IN ANY OF THEM MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.

This announcement does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to purchase any Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. Subject to certain exceptions, this announcement and the information contained herein is not and should not be forwarded or distributed in whole or in part, directly or indirectly, in, into or within the United States, Australia, New Zealand, Canada, Japan or the Republic of South Africa or in any other jurisdiction in which such publication or distribution is unlawful, to the extent that it would be unlawful to publish or distribute it. Persons into whose possession this announcement may come are required by the Company to inform themselves about and to observe any restrictions of transfer of this announcement.

Notwithstanding the foregoing, the Company reserves the right to offer and deliver and the Placing Shares may be offered to and acquired by, a limited number of persons in the United States reasonably believed to be "qualified institutional buyers" ("QIBs") within the meaning of Rule 144A under the US Securities Act ("Rule 144A"), in transactions exempt from, or not otherwise subject to, the registration requirements of the US Securities Act. The Placing Shares being offered and sold outside the United States are being offered and sold in "offshore transactions" as defined in and pursuant to Regulation S under the US Securities Act ("Regulation S").

No prospectus has been filed or will be filed, and no receipt for a prospectus has been obtained or will be obtained, from the securities commission or equivalent authority 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 or the South African Reserve Bank; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, New Zealand, Canada, Japan 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, New Zealand, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

This announcement should be read in its entirety.  In particular, you should read and understand the information provided in the "Important Information" section of this announcement.

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing will be deemed to have read and understood the contents of this announcement in their entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this announcement.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of: (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties (each as defined in MiFID II); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offer.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

Persons who are invited to and who choose to participate in the Placing, by making an oral or written offer to acquire Placing Shares, including any individuals, funds or others on whose behalf a commitment to acquire Placing Shares is given, will be deemed to have read and understood the contents of this announcement in their entirety and to be making such offer on the Terms and Conditions, and to be providing the representations, warranties, acknowledgements and undertakings, contained in this announcement. In particular each such Placee represents, warrants and acknowledges that:

i.      it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

ii.    it is acquiring the Placing Shares for its own account or for an account with respect to which it exercises sole investment discretion; and

iii.   if it is in a member state of the EEA and/or if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, that any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in any member state of the EEA in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA or in circumstances in which the prior consent of the Bookrunners has been given to each such proposed offer or resale.

2.            Placing

Each of Zeus Capital and Liberum Capital is acting as the Company's agent in respect of the Placing. Zeus Capital and Liberum Capital shall determine the extent of each Placee's participation in the Placing. No commissions will be paid to or by Placees in respect of their agreement to subscribe for any Placing Shares.

Each Placee will be required to pay to either Zeus Capital or Liberum Capital (as the case may be), on the Company's behalf as agents (or to such settlement agent as shall be described), the Placing Price as the subscription sum for each Placing Share that it is required to subscribe for in accordance with the terms set out in or referred to in this announcement. Each Placee's obligation to subscribe and pay for Placing Shares under the Placing will be owed to each of the Company and Zeus Capital or Liberum Capital (as the case may be). Each Placee will be deemed to have read this announcement in its entirety. Neither of the Brokers nor any other Broker Person will have any liability (subject only to applicable legislation and regulations) to Placees or to any person other than the Company in respect of the Placing.

Each Placee is deemed to agree that, if it does not comply with these obligations, Zeus Capital or Liberum Capital may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for its account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due (as more particularly described in paragraph 7 below). The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise in any jurisdiction upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on  Zeus Capital and/or Liberum Capital all such authorities and powers necessary or desirable to carry out any such sale and agrees to ratify and confirm all actions which Zeus Capital and/or Liberum Capital lawfully takes in pursuance of such sale. Various dates referred to in this announcement are stated on the basis of the expected timetable for the Placing. It is possible that some of these dates may be changed other than the Long Stop Date referred to below. The expected date for Admission of the Placing Shares is 28 April 2020. In any event, the latest date for Admission is 11 May 2020 ("the Long Stop Date").

Placees' commitments in respect of Placing Shares will be made solely on the basis of the information contained in this announcement and on the terms contained or referred to in it.  No admission document for the purposes of the AIM Rules for Companies, or prospectus, is required to be published, or has been or shall be published, in relation to the Placing or the Placing Shares.

3.            Participation and settlement

Participation in the Placing is only available to persons who are invited to participate in it by Zeus Capital or Liberum Capital.

To participate in the Placing, a Placee should communicate its offer to subscribe for a fixed number of Placing Shares under the Placing orally or in writing to Zeus Capital or Liberum Capital (as the case may be). Such offer will constitute a legally binding irrevocable commitment on such Placee's part to subscribe for that number of Placing Shares at the Placing Price on the terms and subject to the conditions set out or referred to in this announcement and subject to the Company's memorandum and articles of association. Such commitment is not capable of variation, termination or rescission by the Placee in any circumstances except fraud. All such obligations are entered into by the Placee with the Bookrunners acting in their capacity as agents of the Company and are therefore directly enforceable by the Company.

If successful, each Placee's allocation of Placing Shares will be agreed between the Bookrunners and the Company and will be confirmed orally or in writing to each Placee by the Bookrunner (as agent for the Company). Oral or written confirmation (at the Bookrunners' discretion) from the Bookrunners to such Placee confirming its allocation will constitute a legally binding commitment upon such Placee (who at that point will become a Placee), in favour of the Bookrunners and the Company to acquire the number of Placing Shares allocated to it. Each Placee has an immediate, separate, irrevocable and binding obligation owed to the relevant Bookrunner, as agent for the Company, to pay the relevant Bookrunner's settlement agent (or as they may direct) in cleared funds an amount equal to the product of the Placing Price and the total number of Placing Shares such Placee has agreed to subscribe for in the Placing.  After such agreement is entered into, contract notes will be dispatched to the Placee by Zeus Capital or Liberum Capital (as the case may be) stating (i) the number of Placing Shares for which such Placee has agreed to subscribe, (ii) the aggregate amount such Placee will be required to pay for those Placing Shares, (iii) relevant settlement information and (iv) settlement instructions. 

Zeus Capital and Liberum Capital (after consulting with the Company) reserve the right to scale back the number of Placing Shares to be subscribed by any Placee or the number of Placing Shares to be subscribed for by all Placees in aggregate. Zeus Capital and Liberum Capital also reserve the right not to offer allocations of Placing Shares to any person and not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. Zeus Capital and Liberum Capital shall be entitled to effect the Placing by such method as they shall in their sole discretion lawfully determine in the exercise of their appointments and the powers, authority and discretion conferred on them as Bookrunners.

To the fullest extent permissible by law, neither Zeus Capital nor Liberum Capital nor any holding company thereof, nor any subsidiary, branch or affiliate of Zeus Capital or Liberum Capital (each an "Affiliate") nor any person acting on behalf of any of the foregoing shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Liberum Capital or Zeus Capital, nor any of their Affiliates nor any person acting on behalf of any such person shall have any liability to Placees in respect of their conduct of the Placing.

Settlement of transactions in the Placing Shares will take place within the CREST system, subject to certain exceptions, on a "delivery versus payment" (or "DVP") basis. Zeus Capital and/or Liberum Capital (as the case may be) reserves the right to require settlement for and/or delivery to any Placee of any Placing Shares by such other means as it deems appropriate if delivery or settlement is not possible or practicable within the CREST system within the timetable set out herein.

A Placee whose Placing Shares are to be delivered to a custodian or settlement agent should ensure that the written confirmation is copied and delivered promptly to the appropriate person within that organisation.

4.            Placing Agreement

Zeus Capital and Liberum Capital have entered into the Placing Agreement with the Company under which Zeus Capital and Liberum Capital have agreed on a conditional basis to use their reasonable endeavours as the Company's agents to procure subscribers at the Placing Price for the Placing Shares. The Placing will not be underwritten by either of the Bookrunners or by any other person. This announcement gives details of the terms and conditions of, and the mechanics for participation in, the Placing.

5.            Placing conditions

The Placing is conditional on (i) each of Zeus Capital's and Liberum Capital's obligations under the Placing Agreement not being terminated in accordance with its terms, (ii) Admission of the Placing Shares taking place by the relevant time and date stated herein, and (iii) each of Zeus Capital's and Liberum Capital's obligations under the Placing Agreement becoming unconditional in all other respects. Zeus Capital and Liberum Capital may extend the time and/or date for the fulfilment of any of the conditions referred to above to a time no later than 8.00 a.m. on the Long Stop Date.

If any such condition is not fulfilled (and, if capable of waiver under the Placing Agreement, is not waived by Zeus Capital and Liberum Capital) by the relevant time, or if the Placing Agreement is terminated in accordance with the provisions set out below the Placing will lapse and each Placee's rights and obligations in respect of the Placing will cease and terminate at such time.

Each of Zeus Capital's and Liberum Capital's obligations under the Placing Agreement may be terminated by Zeus Capital and Liberum Capital at any time prior to Admission in certain circumstances including, among other things, following a breach of the Placing Agreement by the Company and/or the occurrence of certain force majeure events as provided in the Placing Agreement. The exercise of any right of termination pursuant to the Placing Agreement, any waiver of any condition in the Placing Agreement and any decision by Zeus Capital and Liberum Capital whether or not to extend the time for satisfaction of any condition in the Placing Agreement will be within their absolute discretion (as is the exercise of any of their rights or powers that are referred to in this announcement).

None of Zeus Capital, Liberum Capital or the Company will have any liability to any Placee or to anyone else in respect of any such termination, waiver or extension or any decision to exercise or not to exercise any such right of termination, waiver or extension in respect of the Placing Agreement or the Placing generally.

6.            Placees' warranties and undertakings to the Company, Zeus Capital and Liberum Capital

By agreeing with Zeus Capital and Liberum Capital, as agents of the Company, to subscribe for Placing Shares under the Placing, each Placee (and any person acting on a Placee's behalf) irrevocably acknowledges, confirms, represents, warrants and undertakes to, and agrees with, each of the Company, Zeus Capital and Liberum Capital, in each case as a fundamental term of such Placee's application for Placing Shares and of the Company's obligation to allot and/or issue any Placing Shares to it or at its direction, that:

(a)          it has read this announcement in its entirety and agrees to and accepts all the terms set out and referred to in this announcement;

(b)          its Placing Participation on the Terms and Conditions set out in this announcement is legally binding, irrevocable and is not capable of termination or rescission by such Placee in any circumstances and that it has the funds available to pay the Placing Price in respect of the Placing Shares for which it has given a commitment under the Placing;

(c)           it has not relied on, received or requested nor does it have any need to receive, any prospectus, offering memorandum, listing particulars or any other announcement (other than this announcement), any information given or any representations, warranties, agreements or undertakings (express or implied), written or oral, or statements made at any time by the Company or Liberum Capital or Zeus Capital or by any subsidiary, holding company, branch or associate of the Company or Liberum Capital or Zeus Capital or any of their respective officers, directors, agents, employees or advisers, or any other person in connection with the Placing, the Company and its subsidiaries or the Placing Shares and that in making its application under the Placing it is relying solely on the information contained this announcement and it will not be relying on any agreements by the Company and its subsidiaries or Liberum Capital or Zeus Capital, or any director, employee or agent of the Company or Liberum Capital or Zeus Capital other than as expressly set out in this announcement, for which neither Liberum Capital, Zeus Capital nor any of their directors and/or employees and/or person(s) acting on their behalf shall to the maximum extent permitted under law have any liability except in the case of fraud;

(d)          it is sufficiently knowledgeable to understand and be aware of the risks associated with, and other characteristics of, the Placing Shares and, among others, of the fact that it may not be able to resell the Placing Shares except in accordance with certain limited exemptions under applicable securities legislation and regulatory instruments;

(e)          its rights and obligations in respect of the Placing will terminate only in the circumstances referred to in this announcement and will not be subject to rescission or termination by it in any circumstances;

(f)           it has not been, and will not be, given any representation or warranty in relation to the Placing Shares or to the Company or to any other member of its Group in connection with the Placing, other than (i) by the Company as included or referred to in this announcement, and (ii) by the Company to the effect that at the time that the Placee enters into a legally binding commitment to subscribe for Placing Shares pursuant to the Placing the Company will not then be in breach of its obligations under the London Stock Exchange's AIM Rules for Companies or under MAR to disclose publicly in the correct manner all such information as is then required to be so disclosed by the Company;

(g)          it has not relied on any representation or warranty in reaching its decision to subscribe for Placing Shares under the Placing, save as given or made by the Company as referred to in the previous paragraph;

(h)          it is not a client of Zeus Capital or Liberum Capital in relation to the Placing and neither Zeus Capital nor Liberum Capital is acting for it in connection with the Placing and will not be responsible to it in respect of the Placing for providing protections afforded to their respective clients;

(i)            it has not been, and will not be, given any representation or warranty by any Broker Person in relation to any Placing Shares, the Company or any other member of its Group and no Broker Person will have any liability to it for any information contained in this announcement or which has been published by the Company or otherwise made lawfully publicly available or for any decision by it to participate in the Placing based on any such information or on any other information provided to it;

(j)           it acknowledges that the content of this announcement is exclusively the responsibility of the Company, and that none of the Bookrunners, their respective affiliates or any person acting on its or their behalf has or shall have any liability for any information, representation or statement contained in this announcement or any information previously or concurrently published by or on behalf of the Company, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is described in this announcement, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by Zeus Capital, Liberum Capital, the Company or any of their respective directors, officers or employees or any person acting on behalf of any of them, or, if received, it has not relied upon any such information, representations, warranties or statements (including any management presentation that may have been received by any prospective Placee or any material prepared by the respective research departments of Zeus Capital or Liberum Capital), and neither Zeus Capital, Liberum Capital nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied solely on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing and it will not rely on any investigation that Zeus Capital, Liberum Capital, their affiliates or any other person acting on its or their behalf has or may have conducted;

(k)          it will be responsible for any stamp duty or stamp duty reserve tax or securities transfer tax in relation to the Placing Shares comprised in its Placing Participation and that none of Liberum Capital, Zeus Capital or the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or securities transfer tax in relation to the Placing Shares comprised in such Placee's Placing Participation;

(l)            each Placee acknowledges and agrees that the Placing Participation confirmed orally or in writing by each Placee to the relevant Bookrunner (as agent for the Company) and further confirmed orally or in writing  by the relevant Bookrunner is a legally binding contract between it and Liberum Capital or Zeus Capital and the Company, subject to any scaling back, as described above, in the Bookrunners' absolute discretion and the Terms and Conditions of such Placee's Placing Participation will be governed by, and construed in accordance with, the laws of England, to the exclusive jurisdiction of whose courts such Placee irrevocably agrees to submit;

(m)         it will pay the full subscription sum at the Placing Price as and when required in respect of all Placing Shares for which it is required to subscribe under its Placing participation and will do all things necessary on its part to ensure that payment for such shares and their delivery to it or at its direction is completed in accordance with the standing CREST instructions (or, where applicable, standing certificated settlement instructions) that it has in place with Zeus Capital or Liberum Capital (as the case may be) or puts in place with Zeus Capital or Liberum Capital (as the case may be);

(n)          it is permitted to subscribe for Placing Shares under the laws of all relevant jurisdictions which apply to it and it has complied, and will fully comply, with all such laws (including where applicable, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended)) and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such subscription, and it will provide promptly to Zeus Capital or such evidence, if any, as to the identity or location or legal status of any person which Zeus Capital or Liberum Capital (as the case may be) may request from it in connection with the Placing (for the purpose of complying with any such laws 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 Zeus Capital or on the basis that any failure by it to do so may result in the number of Placing Shares that are to be allotted and/or issued to it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Zeus Capital or may decide;

(o)          if it has received any "inside information" (as defined in the Market Abuse Regulation No. 596/2014) about the Company in advance of the Placing, it has not (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to the information being made generally available;

(p)          it has complied and will comply with all applicable provisions of the FSMA with respect to anything done or to be done by it in relation to any Placing Shares in, from or otherwise involving the United Kingdom and it has not made or communicated or caused to be made or communicated, and it will not make or communicate or cause to be made or communicated, any "financial promotion" in relation to Placing Shares in contravention of section 21 of FSMA;

(q)          it is a Relevant Person;

(r)           it is acting as principal only in respect of the Placing or, if it is acting for any other person (i) it is duly authorised to do so, (ii) it is and will remain liable to the Company and/or Zeus Capital and/or Liberum Capital for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person), (iii) it is both an "authorised person" for the purposes of FSMA and a "qualified investor" as defined at Article 2(e) of the Prospectus Regulation ("Qualified Investor") acting as agent for such person, and (iv) such person is either (1) a Qualified Investor or (2) its "client" (as defined in section 86(2) of FSMA) that has engaged it to act as his agent on terms which enable it to make decisions concerning the Placing or any other offers of transferable securities on his behalf without reference to him;

(s)           nothing has been done or will be done by it in relation to the Placing or to any Placing Shares that has resulted or will result in any person being required to publish a prospectus in relation to the Company or to any Ordinary Shares in accordance with FSMA or the Prospectus Rules or in accordance with any other laws applicable in any part of the European Union or the European Economic Area;

(t)           it will not treat any Placing Shares in any manner that would contravene any legislation applicable in any territory or jurisdiction and no aspect of its participation in the Placing will contravene any legislation applicable in any territory or jurisdiction in any respect or cause the Company and/or Zeus Capital and/or Liberum Capital (as the case may be) to contravene any such legislation in any respect;

(u)          (in this paragraph "US person" and other applicable terms have the meanings that they have in Regulation S) (i) none of the Placing Shares have been or will be registered under the US Securities Act or under the securities laws of any State of or other jurisdiction within the United States, (ii) subject to certain exceptions, Placing Shares may not be offered or sold, resold, or delivered, directly or indirectly, into or within the United States or to, or for the account or benefit of, any US person, (iii) it is (unless otherwise expressly agreed with Zeus Capital and Liberum Capital (as the case may be)) neither within the United States nor a US person, (iv) it has not offered, sold or delivered and will not offer sell or deliver any of the Placing Shares to persons within the United States, directly or indirectly, (v) neither it, its affiliates, nor any persons acting on its behalf, has engaged or will engage in any directed selling efforts with respect to the Placing Shares, (vi) it will not be subscribing Placing Shares with a view to resale in or into the United States, and (vii) it will not distribute this announcement  or any offering or other material relating to Placing Shares, directly or indirectly, in or into the United States or to any persons resident in the United States;

(v)          Zeus Capital and/or Liberum Capital (as the case may be) may itself agree to become a Placee in respect of some or all of the Placing Shares or by nominating any other relevant Broker Person or any person associated with any Broker Person to do so;

(w)         time is of essence as regards its obligations under this announcement;

(x)          this announcement and any contract which may be entered into between it and Zeus Capital or Liberum Capital (as the case may be) and/or the Company pursuant to this announcement or the Placing, and all non-contractual obligations arising between the Placee and Zeus Capital or Liberum Capital (as the case may be) and/or the Company in respect of the Placing, will be governed by and construed in accordance with the laws of England, for which purpose it submits (for itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute, or matter arising out of or relating to this announcement or such contract, except that each of the Company, Zeus Capital and Liberum Capital will have the right to bring enforcement proceedings in respect of any judgment obtained against such Placee in the English courts or in the courts of any other relevant jurisdiction;

(y)          it agrees that the Company, Zeus Capital, Liberum Capital and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to Zeus Capital on its own behalf, to Liberum Capital on its own behalf and on behalf of the Company and are irrevocable and are irrevocably authorised to produce this announcement or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby;

(z)           it agrees to indemnify on an after-tax basis and hold the Company, Zeus Capital, Liberum Capital and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with its breach of any of the representations, warranties, acknowledgements, agreements and undertakings in this announcement and further agrees that the provisions of this announcement shall survive after completion of the Placing;

(aa)        it acknowledges that no action has been or will be taken by any of the Company, Zeus Capital, Liberum Capital or any person acting on behalf of the Company, Zeus Capital or Liberum Capital that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

(bb)       it acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the trade confirmation or contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;

(cc)         it represents and warrants that, if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with all applicable laws and regulations;

(dd)       to the fullest extent permitted by law, it acknowledges and agrees to each of the disclaimers contained in this announcement;

(ee)       each right or remedy of the Company or Zeus Capital or Liberum Capital (as the case may be) provided for in this announcement is in addition to any other right or remedy which is available to such person and the exercise of any such right or remedy in whole or in part will not preclude the subsequent exercise of any such right or remedy;

(ff)         any announcement that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to Zeus Capital or Liberum Capital (as the case may be);

(gg)        nothing in this announcement will exclude any liability of any person for fraud on its part, and all times and dates in or referred to in this announcement are subject to amendment at the discretion of Zeus Capital and Liberum Capital except that in no circumstances will the date scheduled for Admission be later than the Long Stop Date; and

(hh)       none of its rights or obligations in respect of the Placing is conditional on any other person agreeing to subscribe for any Placing Shares under the Placing and no failure by any other Placee to meet any of its obligations in respect of the Placing will affect any of its obligations in respect of the Placing.

7.            Payment default

A Placee's entitlement to receive any Placing Shares under the Placing will be conditional on Zeus Capital's or or or Liberum Capital (as the case may be) may waive this condition, and will not be liable to any Placee for any decision to waive it or not.

If any Placee fails to make such payment by the required time for any Placing Shares (1) the Company may release itself, and (if it decides to do so) will be released from, all obligations it may have to allot and/or issue any such Placing Shares to such Placee or at its direction which are then unallotted and/or unissued, (2) the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any such Placing Shares to the full extent permitted under its constitution or by law and to the extent that such Placee then has any interest in or rights in respect of any such shares, (3) the Company or, as applicable, Zeus Capital and/or or Liberum Capital (as the case may be), (i) any amount up to the total amount due to it as, or in respect of, subscription monies, or as interest on such monies, for any Placing Shares and (ii) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale, and (4) such Placee will remain liable to the Company and to Zeus Capital and/or Liberum Capital (as the case may be) for the full amount of any losses and of any costs which it may suffer or incur as a result of it (i) not receiving payment in full for such Placing Shares by the required time, and/or (ii) the sale of any such Placing Shares to any other person at whatever price and on whatever terms are actually obtained for such sale by or for it.  Interest may be charged in respect of payments not received by Zeus Capital, and/or

8.            Overseas jurisdictions

The distribution of this announcement and the offering and/or issue of shares pursuant to the Placing in certain jurisdictions is restricted by law. Persons who seek to participate in the Placing must inform themselves about and observe any such restrictions. In particular, this announcement does not constitute or form part of any offer or invitation, or a solicitation of any offer or invitation, to subscribe for or acquire or sell or purchase or otherwise deal in any Ordinary Shares in the United States, Canada, Japan, Republic of Ireland or Australia or in any other jurisdiction in which any such offer, invitation or solicitation is or would be unlawful, save to the extent it is lawful to do so. The Placing Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state of or other jurisdiction of the United States, and, subject to certain exceptions, may not be offered or sold, resold or delivered, directly or indirectly, in or into the United States, or to, or for the account or benefit of, any US persons (as defined in Regulation S). This announcement and the Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon, or endorsed the merits of, the offering of the Placing or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States. No public offering of the Placing Shares is being or will be made in the United States.

Subject to certain limited exceptions, any person who subscribes for the Placing Shares will be deemed to have declared, represented, warranted and agreed to, by accepting delivery of this document or by applying for the Placing Shares, and accepting delivery of the Placing Shares, the representations and warranties set out in paragraph of this announcement.

Notwithstanding the above, the Company reserves the right to make the Placing Shares available within the United States to institutional investors reasonably believed to be QIBs in transactions exempt from, or not subject to, the registration requirements of the US Securities Act. Any such transactions shall be at the sole discretion of the Company, Zeus Capital and Liberum Capital. Any person reasonably believed to be a QIB to whom Placing Shares are offered and by whom Placing Shares are acquired will be required to execute and deliver an investor representation letter provided by the Company setting out certain restrictions and procedures regarding the Placing Shares. The investor representation letter will require each QIB to represent and agree among other things that: (i) it is a QIB; and (ii) it will only offer, sell, transfer, assign, pledge or otherwise dispose of the Placing Shares in transactions exempt from or not subject to the registration requirements of the US Securities Act and in compliance with applicable securities laws.

Prospective investors are hereby notified that sellers of the Placing Shares may be relying on the exemption from the registration provisions under Section 5 of the US Securities Act provided by Rule 144A.

Potential purchasers of the Placing Shares in the United States are advised to consult legal counsel prior to making any offer for, resale, pledge or other transfer of such Placing Shares. Until 40 days after the commencement of the Placing, an offer, sale or transfer of the Placing Shares within the United States by a dealer (whether or not participating in the Placing) may violate the registration requirements of the US Securities Act. No representation has been, or will be, made by the Company, Zeus Capital or Liberum Capital as to the availability of Rule 144 under the US Securities Act or any other exemption under the US Securities Act or any state securities laws for the reoffer, pledge or transfer of the Placing Shares.

Any person in the United States who obtains a copy of this document and who is not a QIB is required to disregard it.

9.            Placing Shares

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares.

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

DEFINITIONS

In this announcement the following terms have the following meanings:

Admission

admission of the Placing Shares to trading on AIM and such admission becoming effective in accordance with the AIM Rules;

AIM

the AIM market operated by the London Stock Exchange;

AIM Rules for Companies

the rules of AIM as set out in the publication entitled 'AIM Rules for Companies' published by the London Stock Exchange from time to time;

Broker Person

any person being (i) the Broker, (ii) an undertaking which is a subsidiary undertaking of  the Broker, (iii) a parent undertaking of the Broker or a subsidiary undertaking of any such parent undertaking, or (iv) a director, officer, agent or employee of any such person;

Brokers (or Broker)

Zeus Capital and Liberum Capital or either one of them as the context may require;

Company 

Safestyle UK Plc, a company incorporated and registered in the bailiwick of Jersey with number 114327 which has its registered office at 47 Esplanade, St Helier, Jersey JE1 0BD;

EU

the European Union;

Euroclear

Euroclear UK & Ireland Limited;

FSMA

the UK Financial Services and Markets Act 2000, as amended;

Group 

the Company and its subsidiary undertakings (as defined in sections 1159 and 1160 of the Act) at the date of the issue of this announcement;

Liberum Capital

Liberum Capital Limited, a company incorporated in England and Wales with registered company number 05912504, authorised and regulated by the FCA;

London Stock Exchange

London Stock Exchange plc;

MAR

the Market Abuse Regulation 596/2014;

Ordinary Shares

ordinary shares of £0.01 each in the capital of the Company;

Placees

the persons who have agreed to subscribe for the Placing Shares;

Placing

the placing by on behalf of the Company of the Placing Shares;

Placing Agreement

the conditional agreement proposed to be made between the Company, Zeus Capital Limited and Liberum Capital relating to the Placing;

Placing Price

17 pence per Placing Share

Placing Shares

the up to 50,000,000 new Ordinary Shares to be issued by the Company pursuant to the Placing;

Prospectus Rules

the Prospectus Regulation Rules published by the FCA;

UK or United Kingdom

the United Kingdom of England, Scotland, Wales and Northern Ireland; and

Zeus Capital or Zeus Capital Ltd

Zeus Capital Ltd, a company incorporated in England and Wales with registered company number 04417845, authorised and regulated by the FCA.

Terms defined elsewhere in this announcement have the same meanings, unless the context requires otherwise.



 


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