Source - RNS
RNS Number : 1573I
Quiz Limited
15 June 2017
 

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (THE "UNITED STATES") (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

This announcement is not an offer of securities for subscription or sale in any jurisdiction. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except in compliance with applicable securities laws on the basis of the information in the admission document ("Admission Document") to be published by the Company (to be re-registered as a public limited company and changing its name to QUIZ plc in due course) in connection with the placing of its ordinary shares ("Ordinary Shares") and the proposed admission of the Ordinary Shares to trading on AIM, a market of the London Stock Exchange plc. A copy of the Admission Document will, following publication, be available for viewing on the Company's website at www.quizgroup.co.uk.

 

 

15 June 2017

 

 

QUIZ Limited

 

("QUIZ", the "Company" and together with its subsidiaries the "Group")

 

INTENTION TO FLOAT ON AIM

 

QUIZ, the omni-channel fast fashion womenswear company, announces its intention to seek admission of its Ordinary Shares to trading on AIM, a market of the London Stock Exchange ("Admission") and to conduct a placing of Ordinary Shares with institutional and professional investors (the "Placing"). Dealings in the Company's Ordinary Shares on AIM are expected to commence in July 2017.

                                                             

QUIZ is an established and distinctive omni-channel and international own brand in the women's value fast fashion sector. The brand has a focus on occasion wear and dressy casual wear primarily for 16 to 35 year olds and offers clothing, footwear and accessories that make fashion forward females look glamorous and stand out from the crowd at great value for money.

Panmure Gordon is acting as Nominated Adviser and Sole Bookrunner in relation the Admission and the Placing.

 

Key investment strengths       

An established omni-channel brand operating in the high growth UK value fast fashion market

·   QUIZ is a distinctive fast fashion brand selling quality and value for money women's occasion wear and dressy casual wear that is relevant to a wide age group.

·   The Group's omni-channel approach aims to provide customers with a seamless shopping experience online, through QUIZ's website and apps, or in store, through QUIZ's 73 standalone stores and 167 concessions in the UK and RoI.

·  The QUIZ brand is present in 19 countries through approximately 70 international franchise stores, concessions, wholesale partners and international online partners.

·    The Group was founded in 1993 in Glasgow, Scotland and employs approximately 1,350 people in the UK and RoI.

 

 

The Group is growing rapidly in the UK and international markets

·  Group revenues increased 21.0 per cent per annum between FY2015 to FY2017 to £89.8 million. From FY2015 to FY2017, the Group delivered EBITDA growth of 30.6 per cent. per annum to £10.3 million.

·   Online and international channels are the Group's fastest growing channels with 42.0 per cent. and 64.2 per cent. growth per annum between FY2015 to FY2017, respectively.

·  From 31 March 2017 financial year end to 31 May 2017, the Group has experienced total revenue growth of approximately 37 per cent. compared to the previous year, with growth of approximately 118 per cent. in its online channel and 16 per cent. LFL growth across its standalone stores and concessions in the UK and RoI. In June 2017 to date, the online channel has experienced exceptionally strong performance, with growth accelerating further.

 

Proven infrastructure and "test and repeat" fast fashion supply chain

·    Recently, the Group has materially increased its investment in its supply chain, IT systems and stores, including opening a new 180,000 sq. ft. distribution centre in Glasgow during 2016, to provide a strong platform to support future growth. The Directors believe that the Group's systems and infrastructure help de-risk its business model by providing key insights and live data on product performance, allowing informed key buying decisions to be made quickly.

·    Focusing on very short lead times, QUIZ's "test and repeat" supply chain is able to introduce new products to its stores and website within weeks of identifying trends, and reorder successful lines quickly. The Group believes it has one of the fastest supply chains in the UK fashion industry, which is also a key strength of the business.

 

A clear strategy for continued growth

·   Online: take advantage of extensive online potential by increasing marketing activity, opening international websites, partnering with third party platforms, broadening the product range and introducing new product categories, as well as developing and improving the existing mobile channel.

·   International: the Group has an internationally scalable business model with multiple routes to market. QUIZ's 24-month plan includes opening international websites in Spain, USA and Australia, standalone stores in Spain, concessions in Cyprus, the United States, Central America, as well as further expansion in the Middle East and the Far East.

·   UK stores: targeting the opening of approximately 20 new stores in the United Kingdom in the next 24 months.

·  UK concessions: targeting the opening of approximately 20 new concessions in the United Kingdom in the next 24 months.

Placing and Admission highlights

·  The Group is seeking Admission to raise funds to accelerate its continued growth and to allow the founding shareholders to realise part of their investment.

·  On Admission, QUIZ intends to appoint Peter Cowgill as Independent Non-executive Chairman and Charlotte O'Sullivan as Independent Non-executive Director, and has already appointed Roger Mather as an Independent Non-executive Director. The Group believe that these appointments will bring significant experience to, and complement the existing skill set of, the Board.

·   Admission is expected to occur in July 2017.

 

Tarak Ramzan, Chief Executive Officer of QUIZ, said: 

"QUIZ is a strong and distinctive omni-channel fashion brand with a clear customer and product focus. We are delighted to announce the Group's intention to float on AIM and we are confident that this will help enable the brand to achieve its exciting global potential.

 

"Fast fashion is in QUIZ's DNA and our 'just in time' model ensures that we are always responding in real time to new trends as they emerge. This enables QUIZ to always offer fantastic value and quality products that make fashion forward females feel glamorous and stand out from the crowd. 

 

"The Group's fast, flexible supply chain together with the winning formula of style, quality, value and speed-to-market has enabled QUIZ to grow rapidly into an established international fashion brand with over 300 standalone stores, concessions, franchise stores, wholesale partners and international online partners in 19 countries. I am very confident that we have a well invested infrastructure, a fantastic team and a clear strategy to accelerate further the growth of the QUIZ brand across all channels and markets."

 

Peter Cowgill, Proposed Non-executive Chairman of QUIZ, said: 

"I am delighted to be joining QUIZ at this exciting time. QUIZ is a dynamic company with a fantastic product offering and proven routes to market. The Group is ideally placed to capitalise on a wide range of growth opportunities, particularly online, where the brand has experienced very strong growth."

 

Enquiries:

QUIZ Limited

Via Hudson Sandler

Tarak Ramzan, Chief Executive Officer

Gerry Sweeney, Chief Financial Officer

Sheraz Ramzan, Chief Commercial Officer

 

 

 

Panmure Gordon

(Nominated Adviser and Sole Bookrunner)

Ben Thorne / Alina Vaskina / Andrew Godber / Jonathan Surr / Ed Phillips (Corporate Finance )

Erik Anderson (Corporate Broking)

 

+44 (0) 207 886 2500

Hudson Sandler LLP (public relations)

+44 (0) 207 796 4133

Alex Brennan

Sophie Lister

Fern Duncan

[email protected]

 

www.quizclothing.co.uk 

www.quizgroup.co.uk

 

Maclay Murray & Spens LLP is advising QUIZ and CMS Cameron McKenna Nabarro Olswang LLP is advising Panmure Gordon.

 

Notes to Editors:

 

About QUIZ

QUIZ is an omni-channel fast fashion womenswear brand, specialising in occasion wear and dressy casual wear. QUIZ delivers a distinct proposition that makes fashion forward females stand out from the crowd.

 

 

QUIZ operates through an omni-channel, fast fashion business model, which encompasses online sales, standalone stores, concessions including, among others, Debenhams and House of Fraser, international franchises and wholesale.

 

QUIZ is headquartered in Glasgow, Scotland and employs approximately 1,350 people in the UK and RoI.

 

Background to the company:

 

International brand with clear and distinct focus                                                                          

QUIZ has a distinct selling proposition that is integral to the Group's values and operations. The QUIZ brand offers glamorous and fashionable occasion wear and dressy casual wear at value for money prices primarily targeting 16 to 35 year old women.

The Directors believe that the QUIZ brand's proposition is very attractive to a broad range of women who like to dress-up for occasions including going-out on Saturday nights, racing days and more formal events such as weddings and proms, as well as taking eveningwear on holidays (cruises, for example). The more casual range that the QUIZ brand offers is aimed at women who wish to dress up during the day and stand out from the crowd whether out shopping, socialising or on holiday.

The price point at which the Company's products are sold is also important for the QUIZ brand. The Company's aim is to provide not the cheapest product on the market, but one which is good quality and great value for its customers.

The Directors believe that the QUIZ brand is also internationally relevant and the Company has seen strong demand for the QUIZ offering internationally through its franchise stores, concessions, online partners and wholesale partners, as well as international orders directly from its UK website.

 

Summary financial information

Year ended 31 March

2015

2016

2017

 

 £000

 £000

 £000

 

Draft audited*

Draft audited*

Draft audited*

Revenue

61,289

69,305

89,767

year-on-year growth

 

13.1%

29.5%

Gross profit

37,114

43,454

56,256

year-on-year growth

 

17.1%

29.5%

EBITDA

6,012

7,109

10,259

year-on-year growth

 

18.2%

44.3%

Depreciation and amortisation

(1,096)

(1,428)

(2,124)

Net interest

(42)

9

(23)

Tax

(996)

(1,322)

(1,495)

Net income

3,877

4,368

6,618

year-on-year growth

 

12.7%

51.5%

* The above information is an aggregation of financial information sourced from the management accounts of each subsidiary in the Group and has been prepared in compliance with IFRS accounting standards. The 2015 and 2016 financial information was previously audited in compliance with UK GAAP. All of the above figures are unaudited given the 2017 ongoing audit and the conversion of the previous results to be compliant with IFRS accounting standards.

 

Product offering to capture and maximise customer spend

The Company has a flexible and complementary QUIZ branded product range of clothing, footwear and accessories, including bags and jewellery. The product mix is dominated by dresses, tops, bottom and skirts due to QUIZ's dressy brand proposition but varies with trends and customer demand.

QUIZ introduces new products each week as trends emerge throughout the season and then rapidly reacts to customer demand whilst in season in order to give the customer more of what they want. With QUIZ's fast fashion supply times, QUIZ delivers product to the customers when they want via the channel they want. QUIZ's fast fashion model, whilst not following a traditional product range approach, allows its stores, concessions and own website to receive new products every working day of the week to ensure that its product offering is fresh and that its customers have access to the latest catwalk and social media trends irrespective of seasons.

QUIZ's product offering is divided into two key areas: "occasion wear" and "dressy casual".

QUIZ's occasion wear range provides maxi and short dresses, matching tops and bottoms, and footwear, bags and other accessories that are designed to complement a particular outfit. QUIZ's clothing offer complements shoes with bags often made of the same material and with matching designs to complete the outfit. The Company aims to offer its occasion wear range for events such as proms, balls, race days and weddings.

QUIZ's dressy casual range is designed to provide the latest on-trend clothes, shoes, bags and accessories that have a glamorous edge. The product range usually includes denim, playsuits, shirts, tops and skirts. QUIZ also provides a range of outerwear such as faux fur jackets, parkas and biker jackets.

The Company launched its dedicated BRIDAL collection in May 2017 exclusive on its website offering a selection of bridal dresses, shoes, bags and jewellery. The Company launched its CURVE Collection in April 2017 consisting of plus-size clothes from sizes 18 to 28 ranging from dresses to jumpsuits, jackets and tops. This collection consists of QUIZ's occasion wear and dressy casual main collection in larger sizes with alterations to some of the styles, and exclusive CURVE items.        

 

Omni-channel business model

QUIZ has multiple and complementary routes to market that include an own e-commerce website and mobile apps; international operations through concessions, franchisees and online partners; and physical standalone stores and concessions in the UK and RoI.

 

The Directors believe QUIZ's omni-channel route to market is well suited to its fast fashion supply chain. The omni-channel model also enables QUIZ to offer a more integrated shopping experience with the ability to offer customers "Click & Collect" fulfilment as well as functionality to buy online when in store.

 

Customers and marketing

The QUIZ brand aims to address the behavioural shift of its customers influenced by social media by creating quality clothes that aim to make women feel glamorous and look great on social media. With a fast fashion supply chain, QUIZ can respond to changing celebrity styles and social media "influencers" within two to four weeks from the point of order. The Directors believe that QUIZ's fast fashion business model is able to quickly respond to social media's requirement for new and fresh content, hence increasing activity on social media is central to the Group's marketing strategy going forward.

QUIZ has a strong and growing social media following. From 1 June 2016 to 9 June 2017, the brand's Instagram following grew by 193 per cent. to more than 200,000 followers. On Facebook, in the year from 1 June 2016, the audience (the number of people who have 'liked' the QUIZ Facebook page) grew by 47 per cent. to 467,000, while engagement (measured by the number of shares, 'likes' and comments on the QUIZ Facebook page) increased 257 per cent.

In a consumer poll commissioned by the Company in May 2017, which surveyed 1,197 UK women aged 18 to 34, approximately 56 per cent. of respondents had heard of the QUIZ brand. This figure was higher at approximately 62 per cent. in Scotland where the Company has a greater presence in physical standalone stores and concessions. The phrases that most commonly came to mind when they thought of QUIZ were "fast fashion", "going out" and "glamorous".

The Directors believe that focusing on digital and social marketing will drive new customers to its retail channels, as well as increasing shopping frequencies and basket sizes. In the short term, the Directors plan to significantly increase the Company's marketing spend in this area to support the revenue growth.

 

Fast fashion supply chain - "test and repeat" model

The Directors believe that QUIZ has a low-cost and low-risk operating model.

QUIZ's product buying, design and merchandising teams work closely together and routinely monitor the emerging trends each season. As a result of the reactive model and flexible supply chain, QUIZ is able to adapt quickly to new trends and have the products in its physical outlets and online within two to four weeks from the point of order on average.

QUIZ consistently introduces new lines and trends based on customer demand, throughout the season and can replenish certain successful lines within two weeks from point of order. Each season collections are based on the latest trends inspired by catwalk, social media and celebrity styles.

QUIZ has developed a network of over 60 core international and domestic manufacturers to source fabrics and products. The Group sources its merchandise via three routes: direct relationships with Chinese manufacturers and through Chinese agents; relationships with UK importers and UK manufacturers. In FY2017, approximately half of products were manufactured in the United Kingdom and half in China, Europe and other countries in the Far East.

The Group's merchandising team allocates stock through an extensive analysis of their stores. They categorise each outlet based on sales and space density. The team has the freedom to mark items down to improve stock turnover and can leverage the Group's fast supply chain to change its merchandise in store, based on customer preferences. QUIZ's enterprise resource planning and point-of-sale system integrated across its UK store and concession estate provides the Group with live sales data giving visibility on stock levels and success of each product.

The Group opened its 180,000 sq. ft. distribution centre in Glasgow during 2016. The current distribution centre is capable of being able to distribute 450,000 items to stores each week and fulfil 100,000 online orders per week. The Directors believe that the existing distribution centre is of sufficient scale that it could support a four times growth in sales.

 

Growth strategy

The Directors believe that the Group is well positioned to accelerate its growth in each of its operating channels:

1.   Extensive online potential

Accelerating the growth in the online channel is the priority for the Company. 13.2 per cent. of QUIZ's FY2017 revenue was represented by online and the Directors believe that this can be grown to approximately 35 per cent. of its total revenue in the medium term. From its 31 March 2017 financial year end to 31 May 2017, the Group has achieved growth of 118 per cent. compared to the same period the previous year. The Directors believe that the Company can continue to target these growth rates, similar to "pure play" online retailers, going forward.

The Company is planning to launch a number of own e-commerce websites internationally tailored for each country's market, and in foreign languages where necessary. QUIZ is currently developing its own Spanish website to launch later in 2017 and is planning to open standalone stores in Spain. The Company is targeting own websites in the United States, Australia and Europe as well as entering those territories through opening franchise stores and concessions. The Company is also planning to launch further own e-commerce websites in other developed markets such as Australia, Germany and France.

The Group's website launches in the new territories will be supported by QUIZ's existing digital marketing techniques, similar to the ones currently employed in the UK, as well as online blogger and influencer activity to raise awareness of the brand.

In order to expand its online presence and reach more customers, the Group has been collaborating with third party partners such as Debenhams, House of Fraser and Next / Lipsy in the United Kingdom and, more recently, with Zalando in Europe. The Directors plan to launch the sale of QUIZ products on third party platforms in Europe and the United States over the coming two years.

As well as launching own e-commerce international websites and expanding relationships with third party partners, the Company also plans to build on the recent successful online launches of its CURVE and BRIDAL ranges by extending its online product range and launching new product categories.

2.   International brand expansion

The Directors believe that growing the Group's international operation is its second biggest opportunity after online. QUIZ plans to build on its existing international footprint in approximately 70 locations in 19 countries on four continents.

The Company's omni-channel operating model gives it a choice of multiple routes to international markets, including online as described above, as well as standalone stores, concessions, and franchise and wholesale partners. The Company will assess factors such as market size, infrastructure development, operational complexity and partner availability when entering a new market and tailor its approach accordingly.

This financial year, the Company is planning to open five standalone stores around Madrid, Spain, having entered the Spanish market through a wholesale franchise partner in 2016. To extend its presence further in the Spanish-speaking market, QUIZ is also planning to open four franchise stores in Central America this year.

In terms of concessions, the Company is planning to take the opportunity to open further concessions in Cyprus and the Middle East with existing partners and further concessions with new partners in the short term. Two other key territories for the Company are the United States and the Far East, including China. The Company is intending initially to enter these primarily through a mix of online and concessions.

The Directors believe that QUIZ is well positioned to continue its international expansion due to its relevant and flexible product range of occasion wear and dressy casual wear, as well as having robust infrastructure in the UK to support this expansion.

3.   UK store strategy

The Directors believe that standalone stores in the United Kingdom will remain an important part of the Company's strategy going forward and see the potential for further 40 to 50 stores opening across the country in the medium to long term. Each new standalone store must meet a strict return-on-investment criteria and the Group carefully selects sites on that basis.

The Group is planning to open additional sites in cities and towns with the right demographic mix for its brand and products. These new standalone stores will primarily be in locations where QUIZ does not have many standalone stores, such as the Midlands and the South of England, where the QUIZ brand is under represented, providing opportunity for further expansion. The Company is also looking to open slightly bigger stores with approximately 2,500 to 3,500 sq. ft. to accommodate a broader product range.

QUIZ has a strong standalone store opening pipeline and has already identified approximately 20 potential sites, which are being reviewed. The Company is targeting to open approximately 14 new standalone stores in 2018, and approximately six new standalone stores in 2019. The Company will continue to apply its strict return-on-investment focused appraisal approach to opening further standalone stores, as well as continuing to ensure that its leases remain short, flexible and adaptable. The Directors believe this will continue to enable the Group to scale up or down its property estate as per demand and not be tied into long onerous lease terms.

4.   UK concession strategy

The Directors believe that the Company's portfolio of 148 concessions in the United Kingdom is relatively mature with a strong nationwide coverage. However, the Directors also believe that there is further room for expansion with the Company's existing and new partners and is planning to open approximately 20 new concessions in the next two financial years.          

 

Board of Directors

Peter Cowgill (Proposed Independent Non-executive Chairman)

Peter Cowgill was appointed Executive Chairman of JD Sports Fashion Plc in March 2004, prior to which he was Finance Director. Peter has been instrumental in driving the strong performance of JD Sports Fashion over the past decade. Peter is also the Non-executive Chairman of United Carpets Plc and was appointed as a Non-executive Director of Better Bathrooms (UK) Limited in January 2017.

Tarak Ramzan (Founder and Chief Executive Officer)

Tarak is the driving force behind the Group's success to date. He opened his first QUIZ retail store in Glasgow in 1993. After inheriting his father's manufacturing business aged 18, Tarak made the decision to move into retail once UK manufacturers began to move off-shore. With his passion for retail and a keen eye for fashion and product, he has steered the Company to success using a strategy that is centred around QUIZ's distinctive selling proposition and ability to stay ahead of the competition.

Tarak has developed QUIZ's fast fashion business model over the years and is responsible for brand strategy, buying and merchandising.

Gerard Sweeney (Chief Financial Officer)

Gerard joined QUIZ in September 2016 as Chief Financial Officer. He was previously the Group Finance Director at Robert Wiseman Dairies PLC where he worked for 15 years. Gerard is responsible for the finance function and the development of systems and reporting to support the continued growth of the business. After completing an Accountancy degree he qualified as a Chartered Accountant when working with Arthur Andersen. Gerard will also be the Company Secretary following Admission.

Sheraz Ramzan (Chief Commercial Officer)

Sheraz joined QUIZ in 2003 after completing a degree in Engineering and then a Masters in Business Management. Initially tasked with raising the profile of the non-clothing merchandise part the business, he developed a fast and flexible Far East supply chain supporting growth of the footwear and accessories ranges. In his current role, Sheraz is responsible for strategic planning, brand marketing and facilitating Company growth by engaging with new partners and territories. As online sales presented themselves as the biggest retail opportunity in recent years, he plays a vital role in overseeing the development of the QUIZ domestic and international online operations.

Roger Mather (Independent Non-executive Director)

Roger joined the QUIZ Board in May 2017. Previously, he was the Group Finance Director and a Board member of Mulberry Group plc for eight years, stepping down in May 2016. Roger is a Fellow of the Institute of Chartered Accountants in England and Wales having trained professionally with Price Waterhouse. He spent the previous 10 years in senior finance and commercial roles within the multinational Otto Group based in both Hong Kong and United Kingdom. He is also a director and trustee of Beaudesert Park School Trust Limited. Roger will chair the Audit Committee of QUIZ following Admission.

Charlotte O'Sullivan (Proposed Independent Non-executive Director)

Charlotte will join the Company on Admission. She has over 15 years' experience in luxury marketing and leading omni-channel business transformation. She is currently the Marketing & Digital Director at Mulberry Group plc where she is an executive board member and is responsible for driving an integrated, customer-centric business strategy across the marketing, press and digital teams. Charlotte studied Modern History at Oxford University and previously held e-commerce and marketing roles with decoration specialist St Nicolas and luxury lingerie brand Myla, before joining Mulberry in 2007.

 

 

Definitions

 

"AIM"

AIM, a market operated by the London Stock Exchange

 "Board"

the board of directors of the Company including Directors and Proposed Directors

"Company" or "QUIZ"

QUIZ Limited, to be renamed QUIZ plc in due course, a company incorporated in Jersey

"Directors"

the directors of the Company from time to time

"EBITDA"

earnings before interest, tax, depreciation and amortisation

"FY2015"

financial year ended 31 March 2015

"FY2016"

financial year ended 31 March 2016

"FY2017"

financial year ended 31 March 2017

"GBP'', ''Pounds Sterling'', ''pence'' or ''£''

lawful currency of the United Kingdom

"Group" or "QUIZ"

the Company and its subsidiaries

"IT"

information technology

"Jersey"

the Bailiwick of Jersey

"LFL"

like-for-like

"London Stock Exchange"

London Stock Exchange plc

"Nominated Adviser" or "Nomad" or "Panmure Gordon"

Panmure Gordon (UK) Limited, a company incorporated in England and Wales (registered number 4915201) and having its registered office at One New Change, London, EC4M 9AF

"Ordinary Shares"

ordinary shares of in the share capital of the Company

"RoI"

Republic of Ireland

"UK" or "United Kingdom"

the United Kingdom of Great Britain and Northern Ireland

''USA'' or ''United States''

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

 

 

Important information

This announcement is for information purposes only and does not itself constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in the Company and does not constitute investment advice.

Neither this announcement nor any copy of it may be taken or transmitted, reproduced, published or distributed, or the contents otherwise divulged, directly or indirectly, in whole or in part, into the United States, Canada, Australia, the Republic of South Africa or Japan or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. Any failure to comply with this restriction may constitute a violation of United States, Australian, New Zealand, Canadian, Japanese or South African securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions.

This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Ordinary Shares or other securities in the United States, Canada, Australia, the Republic of South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Placing and the distribution of this announcement and other information in connection with the Placing and Admission in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein, comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this announcement nor any part of it nor the fact of its distribution shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, transferred or delivered, directly or indirectly, in the United States unless registered under the US Securities Act or offered and sold in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. The securities are being offered and sold (i) outside the United States only to non-US persons (within the meaning of the Securities Act) in accordance with Regulation S under the US Securities Act and (ii) within the United States only to a limited number of eligible investors pursuant to an exemption from the registration requirements of the US Securities Act. The securities referred to herein have not been and will not be registered under the US Securities Act or under the applicable securities laws of Canada, Australia, the Republic of South Africa or Japan.

This announcement is only addressed to and directed at persons in member states of the European Economic Area ("EEA") who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), as amended ("Qualified Investors"). In addition, in the United Kingdom, this announcement is addressed and directed only at Qualified Investors who (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) are persons who are high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts falling within Article 49(2) of the Order and (iii) to persons to whom it may otherwise be lawful to communicate it to (all such persons being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to relevant persons in the United Kingdom and Qualified Investors in any member state of the EEA other than the United Kingdom and will be engaged in only with such persons. Other persons should not rely or act upon this announcement or any of its contents.

Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as nominated adviser and broker to the Company in connection with the Admission and the proposed Placing and will not be responsible to any person other than the Company for providing the protections afforded to its customers or for advising any other person in respect of Admission and the proposed Placing and Admission or any transaction, matter or arrangement referred to in this announcement. Panmure Gordon's responsibilities as the Company's nominated adviser and broker under the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any Director or to any other person in respect of a decision to acquire shares in the Company in reliance on any part of this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Panmure Gordon by the Financial Services and Markets Act 2000 (as amended) or the regulatory regime established thereunder, Panmure Gordon does not accept any responsibility whatsoever for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Ordinary Share, Admission or the proposed Placing. Panmure Gordon accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) in respect of this announcement or any such statement.

The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by Panmure Gordon solely for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended).

 

Forward-looking statements

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the Directors' current intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets.

Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. While the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the AIM Rules for Companies, neither the Company nor Panmure Gordon undertakes any obligation to publicly release the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this announcement.

 


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