29 September 2017
TRANSACTIONS INCREASE EQUITY BY UP TO US$50 MILLION
BRAND LICENCE AGREEMENTS ENABLING EXPANSION OF FASTJET BRAND INTO SOUTH AFRICA AND MOZAMBIQUE
AGREEMENT IN PRINCIPLE FOR THE LEASE OF THREE ATR 72-600 AIRCRAFT WITH AN OPTION TO PURCHASE TO SUPPORT GROWTH ACROSS EXISTING MARKETS AND ENTRY INTO SOUTH AFRICA AND MOZAMBIQUE
Details of the transactions:
Nico Bezuidenhout, CEO, commented:
“fastjet has made substantial progress in implementing the Stabilisation Plan launched when I joined the business and this is evident in the H1 2017 results we have announced today. With a newly reconstituted management team, who collectively have substantial African and global aviation experience, and the building blocks of brand ownership and regulatory compliant access into growth markets in place, I have every confidence that fastjet will continue to successfully compete in a continent expected to contain seven of the world’s ten fastest growing aviation economies over the next two decades. The announcements made today, which will see fastjet expand our network of destinations to cover South Africa, Mozambique, Zimbabwe, Tanzania and Zambia, will not only diversify our revenue streams and cement our East and Southern African position but will also lay the foundation for fastjet’s future growth as we seek to expand our African footprint and realise our pan-African ambitions”
This announcement contains inside information which is disclosed in accordance with the Market Abuse Regulation (EU) No.596/2014.
Expected timetable of principal events
Circular sent to Shareholders convening the General meeting
2 October 2017
Latest time and date for receipt of Forms of Proxy for the General Meeting
16 October 2017 at 10.00 a.m.
Date and time of General Meeting
18 October 2017 at 10.00 a.m.
Admission (“Admission”) and commencement of dealings in the Solenta Subscription Shares, EBT Subscription Shares and Placing Shares (together, the “New Shares”)
19 October 2017
CREST accounts credited with New Shares
19 October 2017
The times and dates set out in the table above and mentioned throughout this announcement are indicative only and may be adjusted by the Company (in consultation with Liberum Capital Limited) with any amendments to the expected timings announced via a regulatory information service.
For more information, contact:
Tel: +27 (0) 10 070 5151
Nico Bezuidenhout, Chief Executive Officer
Michael Muller, Chief Financial Officer
UK media - Citigate Dewe Rogerson
Tel: +44 (0) 20 7638 9571
Angharad Couch, Eleni Menikou, Toby Moore, Nick Hayns
South African media – Hein Kaiser
Tel: +27 (0) 82 520 0555
For investor enquiries please contact:
Liberum Capital Limited – Nominated Adviser and Broker
Tel: +44 (0) 20 3100 2222
Clayton Bush, Jill Li, Neil Elliot
NOTES TO EDITORS
About Fastjet Plc
fastjet is a multi-award winning (including Skytrax World Airline Awards Best Low-Cost Airline in Africa 2017) low-cost African airline for everyone. It began flight operations in Tanzania in November 2012, flying passengers from Dar es Salaam to just two domestic destinations - Kilimanjaro and Mwanza. Today, fastjet’s route network includes Tanzanian domestic routes from its Dar es Salaam base to Kilimanjaro, Mbeya, and Mwanza, and international routes from Tanzania to Lusaka in Zambia and Harare in Zimbabwe. fastjet also began flight operations from its Zimbabwe base in October 2015, and now flies domestically from Harare to Victoria Falls, Harare to Dar es Salaam and internationally from both Harare and Victoria Falls to Johannesburg in South Africa. The airline has flown over 2.5 million passengers with an impressive aggregate 94% on-time performance, establishing itself as a punctual, reliable, and affordable low-cost carrier.
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of commodities or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards (IFRS) applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by the Financial Conduct Authority (the FCA), the London Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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 Capital Limited or by any of its affiliates or agents 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.
Liberum Capital Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for no-one else in connection with the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the Placing or any other matter referred to herein.
The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Liberum Capital Limited 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 Capital Limited to inform themselves about, and to observe such restrictions.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendix or this Announcement should seek appropriate advice before taking any action.
The Placing Shares to which this Announcement relates may be illiquid and / or subject to restrictions on their resale. Prospective purchasers of the Placing Shares should conduct their own due diligence on the Placing Shares. If you do not understand the contents of this Announcement you should consult an authorised financial adviser.
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.
The GBP/USD exchange used in respect of the Placing and Solenta Subscription Letters is 1/1.34. The USD/ZAR exchange used in respect of the relevant information below is 1/13.5.
Background and rationale for the transactions
fastjet today announced its H1 2017 results, reflecting a c.46% reduction in cost, a c.33% increase in unit revenue and a c.57% reduction in net losses, with the Company achieving its H1 budgeted after-tax target. The Company’s total assets increased by c.US$30m whilst total liabilities decreased by c.US$10m over the course of H1 2017. fastjet’s core operations in Tanzania, accounting for c.80% of turnover, has now achieved monthly profitability pre inter-company cost, whilst the relatively newer operations in Zimbabwe achieved its first cash-flow-positive month in August 2017.
The Company has made material progress in addressing legacy matters, having secured agreement with the aircraft lessor of the one remaining A319 aircraft for an early return of the aircraft in November 2017, representing the conclusion of the Company’s change in fleet to smaller aircraft, an important component of the Stabilisation Plan launched by fastjet’s new management late in 2016.
Additionally, the Company has phased out all expatriate staff, concluded the closure of its Gatwick head-office and, as at 30 September 2017, is expected to have effected the final payments in accordance with the termination agreements reached with the previous executive management team.
These measures, have placed the business on a substantially more stable platform and underpins the Board’s continued expectation of achieving break-even for Q4 2017.
The strategic steps taken in H1 2017 in acquiring control of the Company’s fastjet brand and gaining access to AOCs in important countries through the Solenta group relationship, as well as securing access to fit-for-purpose aircraft capacity, combined with fastjet’s improved financial footing, positions the business for sustainable growth.
In terms of the current fleet, the Company has two EMB 145 aircraft (50 seats) deployed in Zimbabwe and one planned in Mozambique. In addition, two E190 aircraft (108 seats) are on track to be deployed in Tanzania in Q4 2017. The three new ATR’s (70 seats) that have been described earlier in this announcement are expected to be deployed over the next six months in South Africa, Tanzania and Mozambique under the operating lease arrangements to be entered into pursuant to the ATR LOI. As part of its Stabilisation Plan, the Company is phasing out its remaining A319 aircraft which is due to be returned in November 2017.
As previously announced, now that the Stabilisation Plan has been implemented, the Company intends to expand its prospects into new markets, firstly to Mozambique and then South Africa. South Africa is strategically important to fastjet given the relative size of the South African aviation market (c.13 million domestic passengers per annum) as well as the existence of strong trade and tourism flows with the existing fastjet markets of Zimbabwe and Tanzania, whereas Mozambique geographically borders South Africa, Zimbabwe and Tanzania and represents strong growth potential based on vast oil and gas reserves. West Africa offers further growth opportunities with Gabon representing a potential future opportunity and is likely to serve prominently in fastjet’s West African market entry, planned for early 2019.
As part of its expansion plans, the Board has also decided that it intends to evaluate a dual listing of the Company on the AltX Market of the Johannesburg Stock Exchange in the next 12 months.
South Africa and Fedair
fastjet announces that it has entered into a Brand Licence Agreement with Fedair (the “SA Brand Licence Agreement”) pursuant to which Fedair will apply its Domestic and International Air Services licences applicable to its existing operations within South Africa under the fastjet brand, or a derivative thereof. The SA Brand Licence Agreement provides for a royalty income from Fedair’s revenues received after Admission, an expansion of the fastjet brand across the existing Fedair network of 10 destinations as well as a regulatory-compliant growth platform for route expansion under the fastjet brand within South Africa. Under the terms of the SA Brand Licence, the Company has the right to appoint one director to the board of Fedair.
Fedair has been in existence since 1998 and as a market leader in the South African air Safari Industry provides flights between Johannesburg’s OR Tambo International Airport and the Kruger National Park and surrounding game lodges as well as charter services between Johannesburg and Cape Town, Port Elizabeth and Durban on a fleet of 17 aircraft (four of which are owned), generating ZAR206m (c.US$15.3m) in revenue, ZAR57m (c.US$4.2m) in gross profit and ZAR20.5m (c.US$1.5m) during the financial year ended 31 December 2016. The US$ figures are calculated using a US$/ZAR exchange rate of 1/13.5 as at the date of this announcement.
Fedair holds valid licences to provide domestic and international, scheduled and unscheduled air services in South Africa. The positive cashflows from the existing Fedair business, its net assets of ZAR62m (c.US$4.6m) in the financial year ended 31 December 2016, areas of operational synergies with fastjet’s existing business and its established network comprising 10 tourism and business destinations provides a viable South African market brand entry for fastjet and a platform from which to grow through adding more destinations within this country.
Mozambique and SAM
fastjet announces that it has entered into a Brand Licence Agreement with SAM (the “MZ Brand Licence Agreement”) pursuant to which SAM will apply its Domestic Air Services licences applicable to its existing operations within Mozambique under the fastjet brand, or a derivative thereof. Through this, the Company announces the launch of operations in Mozambique by means of its strategic relationship with SAM and its ability to expand its existing AOC within this country.
The Government of Mozambique has licenced three airlines to provide Domestic and International Air services in Mozambique, one of which is SAM, who currently operate charter services to the Oil and Gas Industry within the country. The Company intends to use SAM’s AOC in Mozambique to establish the fastjet brand on domestic routes, given the ongoing capacity reduction of LAM, the country’s national carrier. fastjet operations in Mozambique are set to commence in October 2017, providing fastjet with the opportunity to scale up operations in country with minimal set up costs.
SAHL, the main shareholder of Fedair and SAM, has entered into a restraint of trade agreement (“RTA”) in favour of fastjet pursuant to which SAHL covenants that it will not (whether by itself, a connected person, subsidiary or affiliate), for a period of 5 years from the date of the RTA, carry on or be engaged or interested in the carriage of passengers by air and/or any business which would be in competition with the Company’s in the Republic of South Africa, Tanzania, Zimbabwe and Mozambique. Consideration for the RTA amounts to US$11.0m payable in cash for the mentioned territories.
Parrot Aviation Proprietary Limited (“Parrot”), a joint venture company in which the Company has a 25% equity interest and Rashid Wally, the Company’s Chairman, has a 75% equity interest, has entered into a call option agreement (the “Option”) with the shareholders of Fedair which grants Parrot the option to call for the shares in Fedair at any time or to subscribe for the share capital of Fedair to the maximum extent permissible under South African Aviation Legislation, subject to the necessary approvals from relevant governing authorities or regulators as and when appropriate. The Option, when exercised, will result in the payment of up to US$4.0m in cash, dependent on the net assets of Fedair as at the date of exercise of the Option. The shareholders of Parrot have entered into a shareholders’ agreement to regulate their relationship as shareholders of Parrot and matters incidental thereto.
A Loan Agreement, which shall take effect on Admission, has been entered into by Parrot and Fedair under which Parrot shall lend ZAR90.0m to Fedair for the purposes of expanding the fastjet brand within South Africa and funding its working capital and liquidity requirements (or any other purpose agreed between the parties). The loan agreement contains certain reserved matters to protect the interests of Parrot, as well as the right for Parrot to appoint two directors to the board of Fedair. In addition, the shareholders of Fedair have given certain non-compete and non-solicitation covenants for a period of five years, within the jurisdiction of the Republic of South Africa. The loan will be secured by share pledges from the shareholders of Fedair.
Pursuant to two subscription letters (“Solenta Subscription Letters”) from SAHL to the Company, SAHL has applied to subscribe for new Ordinary Shares at the Placing Price for an aggregate subscription price of c.US$16.2m (“Solenta Subscription Shares”). The subscriptions are conditional, inter alia, upon Admission and will result in SAHL becoming a c.29.9% shareholder in fastjet post-Admission.
The Company also announces a letter of intent with ACIA, a member of the ACIA Aero Capital group of companies pursuant to which fastjet (or any of its subsidiaries) will acquire the beneficial use of three ATR 72-600 aircraft for deployment within South Africa, Tanzania, Mozambique and/or Zimbabwe. With the expansion into the new markets, these aircraft will assist fastjet in equipping itself with the appropriate aircraft capacity. The 70 seater ATR planes, which are turbo props, accommodate shorter runways and deliver better fuel efficiency and per seat passenger costs, on sub 1 hour route flights.
The ATR LOI is based on an aggregate asset valuation of the three ATR72-600 aircrafts of US$43.5m and includes a purchase option against the payment of c.US$11.0m in cash representing the equity portion of the three aircraft, payable on agreed payment terms to ACIA. On exercise of the option, the Company will, subject to the approval of the principle debt-holder on the aircraft, assume the outstanding debt finance obligations of ACIA in respect of the aircraft. The ATR LOI is conditional, inter alia, on (1) the entry by the parties into a legally binding master aircraft lease agreement and supplemental lease agreement to record the full terms of the transaction and (2) Admission.
Employee share incentive scheme
The Company announces its intention to create an employee share incentive plan designed to fully align the medium to long-term interest of the newly constituted management team with that of shareholders. The Company has established an EBT that will subscribe for new ordinary shares at the par value of 1 pence per share. The EBT Subscription Shares, once issued, will represent less than 5% of the enlarged issued share capital post Fundraising, and such shares will be used in connection with the incentive plan.
The Fundraising is conditional upon, inter alia, the approval by shareholders at the General Meeting of the Authorising Resolution (as defined below) and Admission occurring.
The Company will shortly be publishing a circular (the "Circular") in connection with the Fundraising and will be convening the General Meeting to approve certain matters necessary to implement the Fundraising (the "Authorising Resolution").
If Shareholder approval of the Authorising Resolution is not passed, the Fundraising will not proceed and the Company is at risk of not being able to continue trading as a going concern. Under such circumstances, Shareholders could lose all or a substantial amount of the value of their investment in the Company. Accordingly, the Directors believe that the successful completion of the Fundraising represents the best option available to the Company.
The Company has entered into a placing agreement (the "Placing Agreement") with Liberum Capital Limited ("Liberum") on customary terms and conditions pursuant to which Liberum has conditionally agreed, as agent for the Company, to use its reasonable endeavours to procure Placees for the Placing Shares at the Placing Price. The Placing is being conducted by way of an Accelerated Book Build led by Liberum as sole bookrunner ("Bookrunner"). Liberum has the discretion to elect to receive some or all of its professional fees pursuant to the Fundraising in the form of new ordinary shares in the Company at the Placing Price.
The books for the Accelerated Book Build will open with immediate effect. The books are expected to close no later than 4.00 pm (London) today. The timing of the closing of the books and the making of allocations may be accelerated or delayed at the Bookrunner's sole discretion. The Appendix to this Announcement contains the detailed terms and conditions of the Accelerated Book Build. The Fundraising is not being underwritten by Liberum or any other person. Details of the number of Placing Shares conditionally placed with institutional and other investors pursuant to the Placing and gross proceeds will be announced as soon as practicable after the close of the book building process.
Qualifying investors who are invited, and who choose, to participate in the Accelerated Book Build by making an oral and legally binding offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety, including the Appendix, and to be making such offer on the terms and subject to the conditions contained herein and to be making the representations, warranties, undertakings and acknowledgements contained in the Appendix to this Announcement.
The Placing Shares will be issued credited as fully paid and will rank pari passu with existing ordinary shares of the Company ("Existing Ordinary Shares"), including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of such shares after the date of their issue.
Your attention is drawn to the detailed terms and conditions of the Placing described in the Appendix to this announcement (which forms part of this announcement) (together, the "Announcement").
Use of proceeds
The net proceeds of the Fundraising will be used as follows:
Related Party Transactions
SAHL and ACIA are considered to be related parties to the Company by virtue of SAHL being a Substantial Shareholder as defined in the AIM Rules. As such, the following transactions which total $26m consideration for cash, are deemed to be related party transactions as per the AIM Rules.
These agreements, including particulars of the transactions, are detailed earlier in the Section entitled “Background and rationale for the transactions”.
The Directors consider, having consulted with the Company's Nominated Adviser, that the terms of the above agreements are fair and reasonable in so far as its Shareholders are concerned.
Application for Admission to trading on AIM
Application will be made to the London Stock Exchange for the EBT Subscription Shares, Solenta Subscription Shares and Placing Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings for normal settlement in the EBT Subscription Shares, Solenta Subscription Shares and Placing Shares on AIM will commence at 8.00 a.m. on 19 October 2017.
APPENDIX: TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE “ANNOUNCEMENT”) AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE “QUALIFIED INVESTORS” AS DEFINED IN ARTICLE 2.1(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE PROSPECTUS DIRECTIVE); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE: (I) “INVESTMENT PROFESSIONALS” WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE ORDER); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS RELEVANT PERSONS). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
Persons who are invited to and who choose to participate in the Placing, by making (or on whose behalf there is made) an oral or written offer to subscribe for Placing Shares (the Placees), will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix. In particular each such Placee represents, warrants and acknowledges to the Company and the Bookrunner that:
The Company and the Bookrunner will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.
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 buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, Japan or the Republic of South Africa or in any other jurisdiction in which such publication or distribution is unlawful. 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. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.
In particular, the Placing Shares referred to in this Announcement have not been and will not be registered under the Securities Act or any laws of or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. The Placing Shares are being offered and sold only outside the United States in accordance with Regulation S.
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 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, 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, 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 or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" 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 this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.
In this Appendix, unless the context otherwise requires, “Placee” means a Relevant Person (including individuals, funds or others) on whose behalf a commitment to subscribe for Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
Liberum has entered into the Placing Agreement with the Company under which Liberum has conditionally agreed on the terms and subject to the conditions set out therein, as agent for the Company, to use its reasonable endeavours to place the Placing Shares at the Placing Price with certain institutional investors. The Placing is not being underwritten by Liberum or any other person.
The number of Placing Shares at the Placing Price will be determined following completion of the Accelerated Book Build as set out in this Announcement.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of the Existing Ordinary Shares after the date of issue of the Placing Shares.
Application for admission to trading
Application will be made for admission of the Placing Shares to trading on AIM. It is expected that settlement of any such shares and Admission will become effective on or around 8.00 am on 19 October 2017 and that dealings in the Placing Shares will commence at that time.
Accelerated Book Build
The Bookrunner will today commence an Accelerated Book Building process in respect to the Placing to determine demand for participation in the Placing by any Placees at the Placing Price. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Accelerated Book Build. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
The Bookrunner and the Company shall be entitled to effect the Placing (in whole or in part) by such alternative method to the Accelerated Book Build as they may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
1.Liberum is acting as nominated adviser and Bookrunner to the Placing, as agent for and on behalf of the Company. Liberum is regulated by the FCA, is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Liberum or for providing advice in relation to the matters described in this Announcement.
2.The Bookrunner is arranging the Accelerated Book Build and Placing as an agent of the Company.
3.Participation in the Accelerated Book Build will only be available to persons who may lawfully be, and are, invited to participate by the Bookrunner. The Bookrunner and its affiliates are entitled to enter bids in the Accelerated Book Build as principal.
4.The Accelerated Book Build will establish the number of Placing Shares to be issued at the Placing Price, which will be agreed between the Bookrunner and the Company following completion of the Accelerated Book Build. The number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Accelerated Book Build.
5.To bid in the Accelerated Book Build, prospective Placees should communicate their bid by telephone to their usual sales contact at Liberum. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Placing Price. Bids may be scaled down by the Bookrunner on the basis referred to paragraph 9 below.
6.The Accelerated Book Build is expected to close no later than 4.00 pm (London) today but may be closed earlier or later at the discretion of the Bookrunner. The Bookrunner may, in agreement with the Company, accept bids that are received after the Accelerated Book Build has closed.
7.Each Placee’s allocation will be confirmed to Placees orally, or by email, by the Bookrunner whom they contact following the close of the Accelerated Book Build and a trade confirmation or contract note will be dispatched as soon as possible thereafter. A Bookrunner’s oral or emailed confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of the Bookrunner and the Company, under which it agrees to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix (which are deemed to be incorporated in such trade confirmation or contract note) and in accordance with the Company’s Articles of Association.
8.The Company will make a further announcement following the close of the Accelerated Book Build detailing the number of Placing Shares to be issued at the Placing Price.
9.Subject to paragraphs 5 and 6 above, the Bookrunner may choose to accept or reject bids, either in whole or in part, on the basis of allocations determined at its discretion (in consultation with the Company) and may scale down any bids for this purpose on such basis as they may determine. The Bookrunner may also, notwithstanding paragraphs 5 and 6 above, subject to the prior consent of the Company: (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the Accelerated Book Build has closed to any person submitting a bid after that time.
10.A bid in the Accelerated Book Build will be made on the terms and subject to the conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and, except with the consent of the Bookrunner, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Bookrunner, to pay to the Bookrunner (or as the Bookrunner may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares for which such Placee has agreed to subscribe. Each Placee’s obligations will be owed to the Bookrunner.
11.Except as required by law or regulation, no press release or other announcement will be made by the Bookrunner or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee’s prior written consent.
12.Irrespective of the time at which a Placee’s allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under “Registration and Settlement”.
13.All obligations under the Accelerated Book Build and Placing will be subject to fulfilment of the conditions referred to below under “Conditions of the Placing” and to the Placing not being terminated on the basis referred to below under “Right to terminate under the Placing Agreement”.
14.By participating in the Accelerated Book Build, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
15.To the fullest extent permissible by law and the applicable rules of the FCA, neither Liberum nor any of its affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and the Bookrunner shall have no liability to the Placees for the failure of the Company to fulfil those obligations. In particular, neither Liberum nor any of its affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Bookrunner’s conduct of the Accelerated Book Build or of such alternative method of effecting the Placing (in whole or in part) as the Bookrunner and the Company may agree.
Conditions of the Placing
Completion of the Placing is conditional on, inter alia:
If: (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by the Bookrunner by the respective time or date where specified (or such later time or date as the Company and the Bookrunner may agree, but not being later than 8.00 am on 2 November 2017); (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing Agreement is terminated in its entirety in the circumstances specified below, the Placing will lapse and the Placee’s rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee against the Bookrunner in respect thereof.
The Bookrunner may, at its discretion and upon such terms as it thinks fit, waive, or extend the period for, 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 save that the above condition relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees’ commitments as set out in this Announcement.
Neither Liberum nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing, each Placee agrees that any such decision is within the absolute discretion of the Bookrunner.
Right to terminate under the Placing Agreement
The Bookrunner is entitled, at any time before Admission, to terminate its obligations under the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia:
(a)a breach of the warranties given by the Company in the Placing Agreement; or
(b)a material breach by the Company of any of its obligations under the Placing Agreement; or
(c)in the Bookrunner’s opinion, there having been a material adverse change in the financial position, business or prospects of the Group; or
(d)the occurrence of a force majeure event which, in the opinion of the Bookrunner, makes it impractical or inadvisable to proceed with the Placing.
Following Admission, the Placing Agreement is not capable of termination to the extent that it relates to the Placing of the Placing Shares. The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by the Bookrunner of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Bookrunner, and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise.
The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require a prospectus in the United Kingdom or in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA in relation to the Placing, and any Placees’ commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix) and the Exchange Information (as defined further below).
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company or Liberum or any other person and neither the Bookrunner nor the Company nor any other person will be liable for any Placee’s decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by any of the Bookrunner, the Company, or their respective officers, directors, employees or agents.
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. Neither the Company nor the Bookrunner is making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. No Placee should consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BWGCH354) following Admission will take place within the system administered by Euroclear UK & Ireland Limited (CREST) provided that, subject to certain exceptions, the Bookrunner reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee’s jurisdiction.
Following the close of the Accelerated Book Build, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note in accordance with the standing arrangements in place with the Bookrunner, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to the Bookrunner (in GBP) and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with the Bookrunner.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two (2) percentage points above LIBOR as determined by the Bookrunner.
Each Placee is deemed to agree that, if it does not comply with these obligations, the Bookrunner may sell any or all of the Placing Shares allocated to that Placee on such Placee’s behalf and retain from the proceeds, for the Bookrunner’s account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee’s behalf. By communicating a bid for Placing Shares, each Placee confers on the Bookrunner all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the Bookrunner law
Posted on 29th September 2017