Source - RNS
RNS Number : 0051I
Redhall Group PLC
14 June 2017
 

14 June 2017

 

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ANNOUNCEMENT, INCLUDING THE APPENDIX TO THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND OR THE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

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

Redhall Group plc

("Redhall", the "Company" or the "Group") 

 

Proposed placing to raise up to approximately £9.5 million at 10 pence per Placing Share

and

Proposed Debt Conversion

 

Redhall Group plc (AIM: RHL), the high integrity manufacturing and services group, is pleased to announce its intention to conduct a placing of up to approximately 95,000,000 new ordinary shares of 0.01 pence each in the Company (the "Placing Shares"), at a price of 10 pence per Placing Share (the "Issue Price"), to raise up to approximately £9.5 million (before expenses) (the "Placing") and the conversion of £3.75 million of debt owed by the Company to LOIM into 37,500,000 new ordinary shares of 0.01 pence each in the Company (the "Conversion Shares") at the Issue Price (the "Debt Conversion), together (the "Transaction").

 

The Placing Shares are being offered by way of an accelerated bookbuilding process (the "Bookbuild"), which will be launched immediately following this Announcement in accordance with the terms and conditions set out in the Appendix to this Announcement. WH Ireland Limited ("WH Ireland") will be acting as sole bookrunner in connection with the Bookbuild. A further announcement will be made to confirm the completion of the Bookbuild in due course.

 

Highlights of the Transaction

 

·     Proposed placing of up to approximately 95,000,000 Placing Shares at a price of 10 pence per Placing Share, representing a premium of 11.1 per cent. to the Closing Price on 13 June 2017, the last trading day prior to this Announcement, to raise up to approximately £9.5 million (before expenses).

 

·     LOIM and the Company have entered into the Debt Conversion Agreement and agreed that, subject inter alia to Admission, £3.75 million of the LOIM Debt will be converted as consideration for the issue of the Conversion Shares (credited as fully paid) at the Issue Price.

 

·     The Group's strategic plan continues to be implemented, focussing on its high integrity manufacturing and services activities.

 

·     The Group's order book continues to increase, particularly in nuclear manufacturing, comprising defence, decommissioning and new build markets. A combination of new build orders materialising earlier than anticipated and a high volume of defence, decommissioning and infrastructure orders moving from engineering into production has resulted in a funding opportunity to support the increased workload. New working capital investment will further support growth, together with continued investment in product development, processes and equipment.

 

·     The Transaction will give the Group sufficient working capital to deliver its growing order book and pipeline - allowing for investment, increased margins and an ability to better position the Group to participate in its enlarged core markets. In addition, this restructuring of the Company's balance sheet and additional funding will position the Group to address significant, long term market opportunities.

 

·     Completion of the Transaction is subject, inter alia, to Shareholder approval, which will be sought at the General Meeting to be held at the offices of Squire Patton Boggs (UK) LLP, 6 Wellington Place, Leeds LS1 4AP at 11.00 a.m. on 30 June 2017.

 

·     A circular containing further details of the Transaction and including the Notice of the General Meeting (the "Circular") is expected to be available on the Company's website at www.redhallgroup.co.uk later today and will thereafter be posted to Shareholders.

 

·     Dealings in the New Ordinary Shares issued pursuant to the Transaction are expected to commence on 5 July 2017.

 

Redhall's Chief Executive, Phil Brierley, said: 

 

"We are very pleased with progress in the first half of our financial year, particularly in the increase in our order book. New build orders in the nuclear sector are coming through faster than anticipated, which is very encouraging for Redhall. The Placing and the Debt Conversion announced today will help us to deliver these orders effectively and to capitalise on other opportunities available to the Group as it implements its growth strategy."

 

Expected Timetable

               

2017

Announcement of the Transaction, Bookbuild commences

7.00 a.m. on 14 June

Posting of the Circular and Form of Proxy

14 June

Latest time and date for receipt of Forms of Proxy

11.00 a.m. on 28 June

General Meeting

11.00 a.m.  on 30 June

Admission and commencement of dealings in the New Ordinary Shares

8.00 a.m. on 5 July

CREST accounts to be credited with New Ordinary Shares

8.00 a.m. on 5 July

 

Each of the times and dates above refer to London time and are subject to change. Any such change will be notified to Shareholders by an announcement on a Regulatory Information Service.

 

Additional information on the Transaction is included below. Attention is also drawn to the section headed 'Important Information' and to the Appendix to this Announcement containing, inter alia, the terms and conditions of the Placing (representing important information for Placees only). The number of Placing Shares to be issued in connection with the Placing will be agreed by Redhall and WH Ireland at the close of the Bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timing of the closing of the book, pricing and allocations is at the absolute discretion of Redhall and WH Ireland.

 

Terms used but not defined in this Announcement shall have the meanings given to such terms in the Definitions section of the Appendix to this Announcement.

This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

Contact details:

Redhall Group plc                                                                                          

Phil Brierley, Chief Executive

Chris Kelly, Group Finance Director

 

WH Ireland, Broker                                                                                        

Adrian Hadden, Ed Allsopp, James Sinclair-Ford (Corporate Finance)

Jasper Berry (Corporate Broking)

 

Buchanan, PR                                                                                                   

Mark Court, Sophie Cowles

 

GCA Altium, NOMAD                                    

Tim Richardson

Tel: +44 (0) 1924 385 386

 

 

 

Tel: +44 (0) 20 7220 1666

 

 

 

Tel: +44 (0) 20 7466 5000

 

              

Tel: +44 (0) 845 505 4343

 

 

 



 

Additional Information

1.         Introduction

The Company has today announced the Transaction which, if approved by Shareholders and otherwise becomes unconditional, is intended to better position the Group to address the significant market opportunities available to it and to create Shareholder value over the medium term.

The Transaction includes:

 

·     the Placing of up to approximately 95,000,000 Placing Shares with institutional and other investors, at the Issue Price to raise up to approximately £9.5 million (before expenses); and

 

·     the Debt Conversion, which will convert £3.75 million of the LOIM Debt into 37,500,000 Conversion Shares at the Issue Price.

 

Currently the Directors do not have sufficient authorities to allot the New Ordinary Shares without the need first to offer the New Ordinary Shares to existing Shareholders. Accordingly, the Placing and the Debt Conversion are conditional upon the Company, inter alia, obtaining approval from Shareholders to empower the Directors to allot the New Ordinary Shares pursuant to the Placing and the Debt Conversion and to disapply statutory pre-emption rights in respect of such allotment.

 

The Placing, which is being arranged on behalf of the Company by WH Ireland subject to the terms of the Placing Agreement, is conditional, inter alia, on the passing of the Resolutions at the General Meeting expected to be held at 11.00 a.m. on 30 June 2017, notice of which will be given in the Circular.

 

In the event that the Resolutions are not passed, neither the Placing nor the Debt Conversion will proceed.  The Placing is not being underwritten by WH Ireland nor by any other party.

 

The Board believes that raising equity finance using the flexibility provided by a non pre-emptive placing is the most appropriate and optimal structure for the Company at this time.

 

2.         Background to, and reasons for, the Transaction

Following the successful Group restructuring which completed in 2015, the second stage of the Group's agreed strategic turnaround plan focused on establishing the platform for a high integrity manufacturing and services provider through business improvement, building a high quality order book, improving processes and investing in R&D and equipment. This improvement process was a key focus for the Board in 2016 and is continuing through 2017.

Today the Group's operations consist of five businesses operating in high integrity manufacturing and services covering complex and hazardous environments.

 

The manufacturing businesses encompass the design, manufacturing, installation and commissioning of high integrity products and equipment typically in the nuclear and oil & gas sectors but also in large infrastructure projects. The Group has three businesses with strong brands and heritage in their respective areas: Booth Industries, Jordan Manufacturing and R Blackett Charlton.

 

The services businesses provide installation and maintenance of telecommunications network infrastructure and design and the manufacture and installation of process lines in food and pharmaceutical markets. The Group delivers these services through Redhall Networks and Redhall Jex.

 

The Group's order book continues to grow in terms of volume and quality, with the proportion of higher margin manufacturing orders increasing as a result of the Group's strategic focus. As at 6 June 2017, the Group's order book had progressed to £32 million (31 December 2016: £27 million), of which £26 million was manufacturing, with the progress driven particularly by the award of contracts in the nuclear sector. A significant element of the manufacturing order book, which tends to have higher capital needs, is scheduled to move into production before the financial year end.

 

In addition, the Group has a significant pipeline of outstanding bids and additional opportunities have been identified. As a result, the Board expects a high level of tender activity over the medium term and has confidence in the Group's ability to continue to increase its activity in its core markets. The Board believes that there is a particularly significant market opportunity to capitalise on projects in the nuclear market, across defense, decommissioning and increasingly, new build.

 

The third (and current) stage of the Group's strategic plan is to accelerate growth in key markets, delivering the growing order book, investing in the Group to increase competitiveness and bringing on additional capacity and capabilities.

 

The Transaction is intended to provide the Company with the flexibility to implement this third stage. The Placing and the Debt Conversion will provide the working capital required to fund the anticipated growth in manufacturing activities and deliver the Group's growing order book and pipeline and improve the strength of the Group's balance sheet. The Transaction is also expected to allow for better trading terms with the Group's supply chain, improve competitiveness and fund the investment in the people, plant, equipment, processes and technology required to meet customer requirements and drive further shareholder value.

 

In addition, the Placing may introduce additional shareholders to the Company's register, providing a broader base from which to support its future growth.

 

3.         Current trading and prospects

 

The Company announced its unaudited results for the six months ended 31 March 2017 at 7.00 a.m. on 14 June 2017 (the "Interim Announcement"). The Interim Announcement highlighted an adjusted operating profit of £0.18 million (2016: loss of £0.09 million) on revenue of £19.0 million (2016: £21.4 million). Operating profit margins (before central costs) increased by 130 basis points to 6.5 per cent.

 

The Interim Announcement contains the following statement on current trading:

 

"Our trading remains in line with full year market expectations and we are confident that the investment and improvements already made in the business, coupled with the increasing order book and substantial improvement in capital base, will deliver profitable growth and return long term benefits for our stakeholders."

 

4.         Details of the Placing

 

The Company is proposing to raise up to approximately £9.5 million (before expenses) in aggregate pursuant to the Placing. The Issue Price of 10 pence per New Ordinary Share represents a premium of approximately 11.1 per cent. to the Closing Price of 9.0 pence on 13 June 2017, the latest trading day prior to this Announcement.

 

The Placing will be conducted by way of a non pre-emptive share issue. The Directors believe that this is the most cost effective and certain method to raise funds, avoiding the significant costs and uncertainty of a full public offer requiring a prospectus, and also facilitates the diversification of the institutional shareholder base. The Directors consider that the potential long-term value creation benefit to Shareholders arising from the application of the net Placing proceeds outweighs the dilutive effects of the Placing.

 

The Placing Shares are being offered by way of an accelerated bookbuilding process (the "Bookbuild"), which will be launched immediately following this Announcement in accordance with the terms and conditions set out in the Appendix to this Announcement. WH Ireland will be acting as sole bookrunner in connection with the Bookbuild. The Placing is not being underwritten.

 

The Bookbuild will determine final demand for and participation in the Placing. The timing of the closing of the Bookbuild is at the absolute discretion of the Company and WH Ireland, but is expected to be no later than 4.30 p.m. today 14 June 2017. The allocations will be determined by the Company and WH Ireland in their absolute discretion and will be confirmed orally or by email by WH Ireland following the close of the Bookbuild. A further announcement of the results of the Placing will be made by the Company following the completion of the Bookbuild.

 

The Placing Shares will not be offered generally to the Company's existing Shareholders on a pre-emptive basis. Participation in the Placing will generally be limited to certain qualifying institutional investors who are invited, and who choose, to participate. The Placing Shares are not being made available to the public and are not being offered or sold in, into or from the United States of America, Canada, Australia, Japan, the Republic of Ireland or the Republic of South Africa or any other jurisdiction where it would be unlawful to do so.

 

Phil Brierley, Chris Kelly and Martin Everett, all of whom are Directors, have indicated an intention to subscribe for, in aggregate, £0.1 million worth of Placing Shares in the Placing.

 

Currently the Directors do not have sufficient authorities to allot the Placing Shares to the Placees without first offering them to existing Shareholders. Accordingly, the Placing is conditional upon the Company, inter alia, obtaining approval from Shareholders to empower the Directors to allot the Placing Shares pursuant to the Placing and to disapply statutory pre-emption rights in respect of such allotment.

 

The Placing Shares will be issued credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after the admission of the Placing Shares and will otherwise rank on admission pari passu in all respects with the Existing Ordinary Shares. The Placing Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so. The Placing is not being underwritten.

 

The Placing, which is being arranged on behalf of the Company by WH Ireland subject to the terms of the Placing Agreement, is conditional, inter alia, upon:

 

(i)           the passing without amendment (or with such amendments as may be agreed between WH Ireland, GCA Altium and the Company) of the Resolutions at the General Meeting;

 

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

 

(iii)         Admission taking place not later than 8.00 a.m. on 5 July 2017 (or such later time and / or date as the Company and WH Ireland may agree, being not later than 31 July 2017).

 

The Placing Agreement contains customary warranties and indemnities given by the Company with respect to its business and the Group and to certain matters connected with the Placing. The Placing may be terminated by WH Ireland and/or GCA Altium in the event of, inter alia, a material breach by the Company of the terms of the Placing Agreement (including the warranties) or a material adverse change in the condition of the Group. Under the terms of the Placing Agreement, the Company has agreed to pay WH Ireland, in consideration for its broking services in respect of the Placing, a commission representing a percentage of the gross proceeds raised in the Placing and the Company has agreed to pay GCA Altium a fixed corporate finance fee.

 

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will be effective and trading in the Placing Shares will commence at 8.00 a.m. on 5 July 2017.

 

If the Resolutions are not passed by Shareholders at the General Meeting, the Placing will not proceed.

 

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

 

5.      The Debt Conversion

 

As part of the Transaction, LOIM and the Company have entered into the Debt Conversion Agreement and agreed that, subject, inter alia, to Admission, £3.75 million of the LOIM Debt will be converted as consideration for the issue of the 37,500,000 Conversion Shares, credited as fully paid.

 

Application will be made to the London Stock Exchange for the Conversion Shares to be admitted to trading on AIM. It is expected that Admission will be effective and trading in the Conversion Shares will commence at 8.00 a.m. on 5 July 2017. Following Admission, LOIM will be interested in 92,587,179 Ordinary Shares representing approximately 27.84 per cent. of the Enlarged Issued Share Capital. It will remain restricted to holding a maximum of 29.9 per cent. of the Company's issued Ordinary Shares.

 

As LOIM currently holds approximately 27.54 per cent. of the Existing Ordinary Shares it is a "substantial shareholder" under the AIM Rules and the Debt Conversion constitutes a related party transaction for the purposes of AIM Rule 13. The Independent Director, who is not involved in either the Placing or the Debt Conversion, considers having consulted with GCA Altium, the Company's nominated adviser, that the terms of Debt Conversion are fair and reasonable insofar as Shareholders are concerned.

 

The Debt Conversion is conditional on the passing, without amendment (or with such amendments as may be agreed between WH Ireland, GCA Altium and the Company), of the Resolutions at the General Meeting. If the Resolutions are not passed by Shareholders at the General Meeting, the Debt Conversion will not proceed.

 

Whilst the Debt Conversion will reduce the Group's overall indebtedness, the Board has entered into negotiations with the Group's bankers, HSBC Bank plc to increase the facilities available from the bank to the Group. The Board has secured an agreement in principle to increase its facilities with HSBC from £5.525 million to £8.0 million, consisting of a £5.525 million revolving credit facility with a £2.475 million accordion facility, at more favorable rates.

 

6.      Principal Risks and Uncertainties

 

A description of the principal risks and uncertainties associated with the Group's business and how the Group seeks to manage them is included on page 9 of the Group's Annual Report and Accounts for the year ended 30 September 2016. The Board is of the view that these principal risks and uncertainties are those which continue to be applicable to the business at the date of the Circular.

 

7.      Irrevocable undertakings

 

The Company has received irrevocable undertakings to vote in favour of the Resolutions from Shareholders who have a beneficial interest in respect of, in aggregate, 107,058,070 Existing Ordinary Shares representing approximately 53.52 per cent. of the Existing Issued Share Capital. This includes irrevocable undertakings to vote in favour of such Resolutions received from Directors holding, in aggregate, 2,280,891 Existing Ordinary Shares representing approximately 1.14 per cent. of the Existing Issued Share Capital.

 

8.      Notice of General Meeting

 

The Circular will contain a Notice convening the General Meeting to be held at 11.00 a.m. on 30 June 2017 at the offices of Squire Patton Boggs (UK) LLP, 6 Wellington Place, Leeds, LS1 4AP at which the Company is proposing that Shareholders pass the Resolutions in order to:

 

·        provide sufficient authority to issue the New Ordinary Shares; and

·        provide authority to allow the New Ordinary Shares to be issued without having to comply with statutory pre-emption rights.

 

9.      Admission, Settlement and CREST

 

Application will be made to the London Stock Exchange for the Admission of the New Ordinary Shares to trading on AIM. It is expected that Admission will become effective at 8.00 a.m. on 5 July 2017 and that dealings in the New Ordinary Shares will commence at that time. 

 

The Articles permit the Company to issue shares in uncertificated form. CREST is a computerised paperless share transfer and settlement system which allows shares and other securities to be held in electronic rather than paper form. The Ordinary Shares are already admitted to CREST and therefore the New Ordinary Shares will also be eligible for settlement in CREST. The New Ordinary Shares due to uncertificated holders are expected to be delivered in CREST on 5 July 2017.

 

10.  Directors' recommendation

 

The Directors consider the Resolutions to be proposed at the General meeting to be in the best interests of the Company and the Shareholders as a whole. Consequently the Directors unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting as they have irrevocably undertaken to do in respect of their aggregate shareholdings of 2,280,891 Existing Ordinary Shares representing approximately 1.14 per cent. of the Existing Issued Share Capital.



 

IMPORTANT INFORMATION

 

 

The distribution of this announcement and the offering of the Placing Shares in certain jurisdictions may be restricted or prohibited by law or regulation. Persons distributing this announcement must satisfy themselves that it is lawful to do so. No action has been taken by the Company or WH Ireland 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 WH Ireland to inform themselves about, and to observe, such restrictions.

This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by any such forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and neither WH Ireland nor, except as required by applicable law, the Company assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.

WH Ireland, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as broker to the Company in relation to the Transaction and is not acting for any other persons in relation to the Transaction. WH Ireland is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of WH Ireland, or for providing advice in relation to the contents of this announcement or any matter referred to in it. 

GCA Altium, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser to the Company in relation to the Placing and Admission and is not acting for any other persons in relation to the Transaction. GCA Altium is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of GCA Altium, or for providing advice in relation to the contents of this announcement or any matter referred to in it.  The responsibilities of GCA Altium as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of a decision to acquire shares in the capital of the Company in reliance on any part of this announcement, or otherwise.

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 WH Ireland or GCA Altium or by any of their 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 therefor is expressly disclaimed.



 

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, 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, UNLESS OTHERWISE AGREED BY WH IRELAND, "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 RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

 

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT 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. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

 

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF SHARES.

 

These terms and conditions apply to persons making an offer to acquire Placing Shares (as defined below). Each person to whom these conditions apply, as described above, who confirms his agreement, either orally or in writing, to WH Ireland to acquire Placing Shares (each a "Placee") hereby agrees with WH Ireland and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued or acquired. A Placee shall, without limitation, become so bound if WH Ireland confirms to such Placee its allocation of Placing Shares.

 

Upon being notified of its allocation of Placing Shares, a Placee shall be contractually committed to acquire the number of Placing Shares allocated to it at the Placing Price and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment.

 

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, in whole or in part, directly or indirectly, to persons in the United States, Australia, Canada, Japan, the Republic of South Africa or in any jurisdiction in which such publication or distribution would be 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 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, the Republic of South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful.

 

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.

 

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 or acquire Placing Shares has been given.

 

Details of the Placing Agreement and the Placing Shares

 

WH Ireland has entered into a Placing Agreement (the "Placing Agreement") with the Company and GCA Altium Limited, nominated adviser and financial adviser to the Company ("GCA Altium"), under which WH Ireland has, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure subscribers for new ordinary shares of 0.01 pence each in the capital of the Company (the "Placing Shares"). It is expected that the Placing will raise up to approximately £9.5 million in gross proceeds at a price of 10 per ordinary share (the "Placing Price") with up to approximately 95,000,000 Placing Shares expected to be placed. The Placing is not being underwritten by WH Ireland, GCA Altium or any other person.

 

The number of Placing Shares will be determined following completion of the Bookbuild (as defined below) as set out in this Announcement.

 

The Placing Shares will, when issued, be subject to the articles of association of the Company, will be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares of 0.01 pence each in the capital of the Company ("Ordinary Shares"), including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares.

 

The Placing Shares will trade on AIM under RHL, with ISIN GB0001112035.

 

Application for admission to trading

 

Application will be made to London Stock Exchange plc (the "London Stock Exchange") for admission to trading of the Placing Shares on AIM ("Admission"). It is expected that settlement of any such shares and Admission will become effective on or around 5 July 2017 and that dealings in the Placing Shares will commence at that time.

 

Bookbuild

 

WH Ireland will today commence an accelerated bookbuilding process (the "Bookbuild") to determine demand for participation in the Placing by potential Placees at the Placing Price. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

 

WH Ireland and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

 

Participation in, and principal terms of, the Placing

1. WH Ireland is arranging the Placing as agent for, and broker of, the Company.

 

2. Participation in the Placing is only available to persons who are lawfully able to be, and have been, invited to participate by WH Ireland. WH Ireland is entitled to participate in the Placing as principal.

 

3. The Bookbuild will establish the number of Placing Shares to be issued at the Placing Price, which will be agreed between WH Ireland and the Company following completion of the Bookbuild. The number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild.

 

4. To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual contact at WH Ireland Corporate & Institutional Broking.  Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for or purchase at the Placing Price.  Bids may be scaled down by WH Ireland on the basis referred to in paragraph 8 below.

 

5. The timing of the closing of the Bookbuild will be at the discretion of WH Ireland.  The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.

 

6. Each Placee's allocation will be confirmed to Placees orally, or by email, by WH Ireland following the close of the Bookbuild and a trade confirmation or contract note will be dispatched as soon as possible thereafter. WH Ireland's oral or emailed confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of WH Ireland and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association. Except with WH Ireland's consent, such commitment will not be capable of variation or revocation.

 

7. The Company will make a further announcement following the close of the Bookbuild detailing the number of Placing Shares to be issued at the Placing Price.

 

8. Subject to paragraphs 4 and 5 above, WH Ireland may choose not to accept bids and/or to accept bids, either in whole or in part, on the basis of allocations determined at their discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as it may determine.  WH Ireland may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company, allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time.

 

9. A bid in the Bookbuild will be made on the terms and subject to the conditions in the Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and except with WH Ireland's consent will not be capable of variation or revocation from the time at which it is submitted.

 

10. Except as required by law or regulation, no press release or other announcement will be made by WH Ireland 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.

 

11. 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".

 

12. All obligations of WH Ireland under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

 

13. By participating in the Placing, 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.

 

14. To the fullest extent permissible by law and the applicable rules of the Financial Conduct Authority ("FCA"), neither WH Ireland 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 WH Ireland and its affiliates shall have no liability to the Placees for the failure of the Company to fulfil those obligations.  In particular, neither WH Ireland nor any of its affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of WH Ireland's conduct of the Placing.

 

Conditions of the Placing

 

WH Ireland's obligations under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:

 

(a)  the passing, without amendment (or with such amendments as may be agreed between WH Ireland and GCA Altium), of the Resolutions at the General Meeting;

 

(b)  the Company allotting the Placing Shares, prior to and conditional only on Admission, in accordance with the terms of the Placing Agreement;

 

(c)   Admission taking place not later than 8.00 a.m. on 5 July 2017 (or such later time or date as the Company and WH Ireland may agree, not later than 8.00 a.m. on 31 July 2017); and

 

(d)  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.

 

If: (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by WH Ireland and, where applicable, GCA Altium, by the respective time or date where specified (or such later time or date as WH Ireland or, where applicable, WH Ireland and GCA Altium may notify to the Company, not being later than 8.00 a.m. on 5 July 2017); (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and the Placees' 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 in respect thereof.

 

WH Ireland and GCA Altium may, at their discretion and upon such terms as they think 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 conditions relating to the passing of the Resolutions and Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

 

Neither WH Ireland, GCA Altium, the Company nor any of their respective affiliates 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 WH Ireland and GCA Altium.

 

Right to terminate the Placing Agreement

WH Ireland and GCA Altium is each entitled, at any time before Admission, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia:

 

(a)  a breach by the Company of any of its obligations under the Placing Agreement and such failure is material in the context of the Proposals;

 

(b)  any of the warranties given in the Placing Agreement not being true and accurate or becoming misleading, in each case in a way that is material in the context of the Proposals;

 

(c)   the occurrence of a specified force majeure event which, in the good faith sole judgement of WH Ireland and GCA Altium is likely to materially prejudice the success of the Proposals,

 

provided that GCA Altium may only exercise any such right of termination to the extent that the event, matter or circumstance concerned materially affects, or is materially relevant to, GCA Altium in its capacity as nominated adviser to the Company, whether under the terms of its nominated adviser agreement with the Company, the AIM Rules, the AIM Rules for GCA Altium or otherwise.

 

The rights and obligations of the Placees will not be subject to termination by the Placees or any prospective Placees at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by WH Ireland or GCA Altium of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of WH Ireland or GCA Altium, as applicable, and that neither need make any reference to Placees and that neither WH Ireland, GCA Altium nor any of their respective affiliates shall have any liability to Placees whatsoever in connection with any such exercise.

 

No Admission Document or Prospectus

 

The Placing Shares are being offered to a limited number of specifically invited persons only and have not been nor will be offered in such a way as to require the publication of an admission document or 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 Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix) and the business and financial information that the Company is required to publish in accordance with the AIM Rules for Companies (the "Exchange Information"). 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, GCA Altium or WH Ireland or any other person and neither WH Ireland, GCA Altium,  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 WH Ireland, GCA Altium, 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, GCA Altium nor WH Ireland are 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. Each Placee should not 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

 

Following the close of the Bookbuild, 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 WH Ireland, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee (in GBP) and a form of confirmation in relation to settlement instructions.

 

Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by WH Ireland in accordance with the standing CREST settlement instructions which they have in place with WH Ireland.

 

Settlement of transactions in the Placing Shares (ISIN: GB0001112035) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST") provided that, subject to certain exceptions, WH Ireland reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems 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.

 

It is expected that settlement will be on 5 July 2017 in accordance with the instructions set out in the form of confirmation.

 

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] percentage points above LIBOR.

 

Each Placee is deemed to agree that, if it does not comply with these obligations, WH Ireland may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for WH Ireland'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 and shall indemnify WH Ireland on demand 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 WH Ireland such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which WH Ireland lawfully takes in pursuance of such sale.

 

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

 

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax.  Neither WH Ireland nor the Company will be liable in any circumstances for the payment of stamp duty, stamp duty reserve tax or securities transfer tax in connection with any of the Placing Shares.  Placees will not be entitled to receive any fee or commission in connection with the Placing.

 

Representations, Warranties and Further Terms

 

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to WH Ireland and GCA Altium (for themselves and on behalf of the Company):

1.   that it has read and understood this Announcement, including the Appendix, in its entirety and that its subscription for or purchase of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;

 

2.  that its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;

 

3.   that the exercise by WH Ireland or GCA Altium of any right or discretion under the Placing Agreement shall be within the absolute discretion of WH Ireland or GCA Altium, as applicable, and WH Ireland or GCA Altium need have any reference to it and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against WH Ireland, GCA Altium or the Company, or any of their respective officers, directors or employees, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;

 

4.   that these terms and conditions represent the whole and only agreement between it, WH Ireland, GCA Altium and the Company in relation to its participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information or representation or warranty in relation to the Company or any of its subsidiaries or any of the Placing Shares other than as contained in this Announcement and the Exchange Information. Each Placee agrees that neither the Company, GCA Altium,  WH Ireland nor any of their respective officers, directors or employees will have any liability for any such other information, representation or warranty, express or implied;

 

5.   that in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the European Economic Area which has implemented the Prospectus Directive other than Qualified Investors or in circumstances in which the prior consent of WH Ireland has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons;

 

6.   that neither it nor, as the case may be, its clients expect WH Ireland to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book, and that WH Ireland are not acting for it or its clients, and that WH Ireland will not be responsible for providing the protections afforded to customers of WH Ireland or for providing advice in respect of the transactions described herein;

 

7.   that it is: (i) unless otherwise agreed in writing with WH Ireland, located outside the United States and is not a US person as defined in Regulation S under the Securities Act ("Regulation S") and is subscribing for and/or purchasing the Placing Shares only in "offshore transactions" as defined in and pursuant to Regulation S, and (ii) it is not subscribing for and/or purchasing Placing Shares as a result of any "directed selling efforts" as defined in Regulation S or by means of any form of "general solicitation" or "general advertising" as such terms are defined in Regulation D under the Securities Act;

 

8.   that the Placing Shares have not been and will not be registered under the Securities Act, or under the securities legislation of, or with any securities regulatory authority of, any state or other jurisdiction of the United States and that, subject to certain exceptions, the Placing Shares may not be offered, sold, pledged, resold, transferred, delivered or distributed into or within the United States;

 

9.  that, unless specifically agreed with WH Ireland, it is not and was not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for and/or purchase Placing Shares was given and it is not acquiring Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States and it will not reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;

 

10. that it is not a national or resident of Canada, Australia, South Africa or Japan or a corporation, partnership or other entity organised under the laws of Canada, Australia, the Republic of South Africa or Japan and that it will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares in Canada, Australia, the Republic of South Africa or Japan or to or for the benefit of any person resident in Canada, Australia, the Republic of South Africa or Japan and each Placee acknowledges that the relevant exemptions are not being obtained from the Securities Commission of any province of Canada, that no document has been or will be lodged with, filed with or registered by the Australian Securities and Investments Commission or Japanese Ministry of Finance and that the Placing Shares are not being offered for sale and may not be, directly or indirectly, offered, sold, transferred or delivered in or into Canada, Australia, the Republic South Africa or Japan;

 

11. that it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Placing Shares and it is not acting on a non-discretionary basis for any such person;

 

12. that it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted, and will not, directly or indirectly, distribute, forward, transfer or otherwise transmit, any presentation or offering materials concerning the Placing or the Placing Shares to any persons within the United States or to any US persons (as that term is defined in Regulation S);

 

13. that it is entitled to subscribe for and/or purchase Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder or otherwise and complied with all necessary formalities and that it has not taken any action which will or may result in the Company, GCA Altium or WH Ireland or any of their respective directors, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance;

 

14. that it has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for and/or purchase the Placing Shares and to perform its subscription and/or purchase obligations;

 

15. that where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this appendix and the announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by WH Ireland;

 

16. that it is either: (a) a person of a kind described in paragraph 5 of Article 19 (persons having professional experience in matters relating to investments and who are investment professionals) of the Order; or (b) a person of a kind described in paragraph 2 of Article 49 (high net worth companies, unincorporated associations, partnerships or trusts or their respective directors, officers or employees) of the Order; or (c) a person to whom it is otherwise lawful for this Announcement to be communicated and in the case of (a) and (b) undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

 

17. that, unless otherwise agreed by WH Ireland, it is a qualified investor (as defined in section 86(7) of the Financial Services and Markets Act 2000, as amended ("FSMA"));

 

18. that, unless otherwise agreed by WH Ireland, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;

 

19. it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

 

20. that any money held in an account with each of WH Ireland (or its nominee) on its behalf and/or any person acting on its behalf will not be treated as client money within the meaning of the rules and regulations of the FCA. Each Placee further acknowledges that the money will not be subject to the protections conferred by the FCA's client money rules. As a consequence, this money will not be segregated from WH Ireland's (or its nominee's) money in accordance with such client money rules and will be used by WH Ireland in the course of its own business and each Placee will rank only as a general creditor of WH Ireland;

 

21. that it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its ordinary shares in accordance with the Disclosure Guidance and Transparency Rules published by the FCA;

 

22. that it is not, and it is not acting on behalf of, a person falling within subsections (6), (7) or (8) of sections 67 or 70 respectively or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986;

 

23. that it is not relying on any representations or warranties or agreements by the Company, GCA Altium, WH Ireland or by any of their respective directors, employees or agents or any other person except as set out in the express terms of this letter;

 

24. that it will not deal or cause or permit any other person to deal in all or any of the Placing Shares which it is subscribing for and/or purchasing under the Placing unless and until Admission becomes effective;

 

25. that it appoints irrevocably any director of WH Ireland as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the Placing Shares;

 

26. that, as far as it is aware it is not acting in concert (within the meaning given in The City Code on Takeovers and Mergers) with any other person in relation to the Company;

 

27. that this Announcement does not constitute a securities recommendation or financial product advice and that neither WH Ireland, GCA Altium nor the Company has considered its particular objectives, financial situation and needs;

 

28. that it is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing;

 

29. that it will indemnify and hold the Company, GCA Altium and WH Ireland 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 any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the Company, GCA Altium and WH Ireland will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings herein and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify WH Ireland, GCA Altium and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee, pursuant to this Announcement (including this Appendix) are given to WH Ireland and GCA Altium for themselves and on behalf of the Company and will survive completion of the Placing and Admission;

 

30. that time shall be of the essence as regards obligations pursuant to this Appendix;

 

31. that it is responsible for obtaining any legal, tax and other advice that it deems necessary for the execution, delivery and performance of its obligations in accepting the terms and conditions of the Placing, and that it is not relying on the Company, GCA Altium or WH Ireland to provide any legal, tax or other advice to it;

 

32. that all dates and times in this Announcement (including this Appendix) may be subject to amendment and that WH Ireland shall notify it of such amendments;

 

33. that (i) it has complied with its obligations under the Criminal Justice Act 1993, Part VIII of FSMA and MAR, (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering Regulations 2007 and (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to WH Ireland such evidence, if any, as to the identity or location or legal status of any person which WH Ireland may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by WH Ireland on the basis that any failure by it to do so may result in the number of Placing Shares that are to be subscribed for and/or purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as WH Ireland may decide in its absolute discretion;

 

34. that it will not make any offer to the public of those Placing Shares to be subscribed for and/or purchased by it for the purposes of the Prospectus Rules made by the FCA pursuant to Commission Regulation (EC) No. 809/2004;

 

35. that it will not distribute any document relating to the Placing Shares and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (as to which it has the authority to make the statements set out herein) for investment purposes only and it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation therein to such person or any third person with respect of any Placing Shares; save that that if it is a private client stockbroker or fund manager it confirms that in purchasing the Placing Shares it is acting under the terms of one or more discretionary mandates granted to it by private clients and it is not acting on an execution only basis or under specific instructions to purchase the Placing Shares for the account of any third party.

 

36. that it acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of 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 any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company, GCA Altium or WH Ireland in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

 

37. that any documents sent to Placees will be sent at the Placees' risk. They may be sent by post to such Placees at an address notified to WH Ireland;

 

38. that neither WH Ireland nor GCA Altium owes fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;

 

39. that WH Ireland or GCA Altium or any of their respective affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares;

 

40. that no prospectus or offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Placing or the Placing Shares; and

 

41. that it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting its invitation to participate in the Placing.

 

The Company, GCA Altium, WH Ireland and their respective affiliates will rely upon the truth and accuracy of each of the foregoing representations, warranties, acknowledgements and undertakings which are given to WH Ireland and GCA Altium for itself and on behalf of the Company and are irrevocable.

 

The provisions of this Appendix may be waived, varied or modified as regards specific Placees or on a general basis by WH Ireland.

 

The agreement to settle a Placee's subscription and/or purchase (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company, GCA Altium or WH Ireland will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company, GCA Altium and WH Ireland in the event that any of the Company, GCA Altium and/or WH Ireland has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify WH Ireland accordingly.

 

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

 

All times and dates in this Announcement (including this Appendix) may be subject to amendment. WH Ireland shall notify the Placees and any person acting on behalf of the Placees of any changes.

 

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 WH Ireland or GCA Altium or by any of their respective 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.



 

DEFINITIONS

 

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

 

''Admission''

the admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules

 

''AIM Rules''

the AIM Rules for Companies published by the London Stock Exchange from time to time

 

''AIM''

the market of that name operated by the London Stock Exchange

 

"Announcement"

this announcement

 

"Articles"

the articles of association of the Company (as amended from time to time)

 

"Business Day"

any day on which banks are usually open for business in England and Wales for the transaction of sterling business, other than a Saturday, Sunday or public holiday

 

"Neville Registrars"

a trading name of Neville Registrars Limited

 

"certificated" or "in certificated form"

an Existing Ordinary Share or an Ordinary Share recorded on the Company's share register as being held in certificated form (namely, not in CREST)

 

"Circular"

the circular in relation to the Transaction expected to be dispatched to Shareholders today

 

"Closing Price"

the closing middle market price of an Existing Ordinary Share as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange

 

"Company" or "Redhall"

Redhall Group plc

 

"Companies Act"

the Companies Act 2006, as amended

 

"Conversion Shares"

the 37,500,000 New Ordinary Shares arising from the Debt Conversion

 

"CREST"

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

 

"Debt Conversion"

the conversion of £3.75 million of the LOIM Debt as consideration for the issue of the Conversion Shares at the Issue Price

 

"Debt Conversion Agreement"

the agreement between LOIM and the Company dated 14 June 2017 in relation to the Debt Conversion]

 

"Directors'' or ''Board''

the directors of the Company or any duly authorised committee thereof

''Enlarged Issued Share Capital''

the Ordinary Shares in issue immediately following Admission, comprising the Ordinary Shares and the New Ordinary Shares

"Existing Ordinary Shares" or "Existing Issued Share Capital"

the 200,050,684 ordinary shares of 0.01 pence each in the capital of the Company in issue at the date of this Announcement

"GCA Altium"

GCA Altium Limited, nominated adviser and financial adviser to the Company

"General Meeting"

the general meeting of the Company to be convened for 11.00 a.m. on 30 June 2017

''Group'' or "Redhall Group"

the Company and its existing subsidiaries and subsidiary undertakings

"Independent Director"

Phillip Hilling

"Issue Price"

10 pence per New Ordinary Share

"LOIM"

Lombard Odier Asset Management (USA) Corp for and on behalf of investment funds and / or accounts for which it acts as discretionary investment manager

"LOIM Debt"

the £5.74 million of debt owed to LOIM by the Company as at 13 June 2017

"New Ordinary Shares"

together the Placing Shares and the Conversion Shares

"Notice"

the notice of the General Meeting to be set out in the Circular

"Ordinary Shares"

ordinary shares of 0.01 pence each in the capital of the Company

"Overseas Shareholders"

holders of Existing Ordinary Shares who are neither resident in, nor have a registered address in, the UK

"Placing"

the proposed placing of the Placing Shares by WH Ireland on behalf of the Company at the Issue Price pursuant to the Placing Agreement

"Placing Agreement"

the agreement dated 14 June 2017 between the Company, WH Ireland and GCA Altium relating to the Placing

"Placing Shares"

up to approximately 95,000,000 new Ordinary Shares  to be issued pursuant to the Placing

"Resolutions"

the resolutions to be proposed at the General Meeting, which are set out in the Notice

"Regulatory Information Service"

one of the regulatory information services authorised by the FCA acting in its capacity as the UK listing authority to receive, process and disseminate regulatory information

"Securities Act"

the United States Securities Act of 1933, as amended

"Shareholders"

the holders of Existing Ordinary Shares or Ordinary Shares (as the context requires) at the relevant time

"Transaction"

together, the Placing and the Debt Conversion

''United Kingdom'' or ''UK''

the United Kingdom of Great Britain and Northern Ireland

"United States" or "US"

the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and any other area subject to its jurisdiction

"US Person"

has the meaning set out in Regulation S of the Securities Act

"WH Ireland"

WH Ireland Limited, the Company's broker

 


 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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