Proposed Placing to raise £5.5 million to accelerate global growth

Apr 30, 2021, 06:25 AM by paul.alleway Alleway

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF MAR.

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

PCI-PAL PLC (AIM: PCIP), the global cloud provider of secure payment solutions for business communications, today announces its intention to conduct a fundraising to raise gross proceeds of up to approximately £5.5 million through a placing to new and existing institutional investors (the "Placing") of new ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") by way of an accelerated bookbuild (the "Bookbuild") and a separate direct subscription for new Ordinary Shares (the "Subscription", together with the Placing the "Fundraising").

 

Highlights

  • Proposed Fundraising of up to 5,789,473 Ordinary Shares at a price of 95 pence per Ordinary Share (the "Issue Price") to raise gross proceeds for the Company of up to £5.5 million
  • The net proceeds of the Fundraising receivable by the Company will be used to fund the Company's further expansion into the new territories of Mainland Europe, Canada and Australia.
  • The net proceeds of the Fundraising should allow the Company to accelerate long-term growth through targeting a larger addressable market underpinned by the Company's high margin, scalable, globally available SaaS technology platform.
  • The Placing is to be conducted by way of an accelerated bookbuild process which will commence immediately following this Announcement and will be subject to the terms and conditions set out in the Appendix to this Announcement.
  • The Placing Price represents a discount of approximately 9 per cent. to the closing mid-market price of an Ordinary Share on 29 April 2021, being the last trading day prior to this Announcement.

This Announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Placing and any participation in the Placing that is described in the Appendix to this Announcement (which forms part of this Announcement).

 

The Fundraising

It is expected that up to approximately 5,789,473 new Ordinary Shares will be issued pursuant to the Fundraising, which would represent up to approximately 9.7 per cent. of the Company's current issued share capital (excluding shares held in treasury). The Fundraising will be effected pursuant to existing authorities of the Company, granted at the Company's annual general meeting on 5 November 2020 permitting it to issue new Ordinary Shares on a non pre-emptive basis.

The Placing is being made available to institutional investors and is not being made available to the public. PCI Pal has entered into a placing agreement with finnCap Ltd ("finnCap") to act as bookrunner (the "Bookrunner") in relation to the Placing.

The Placing is subject to the satisfaction of certain conditions set out in this Announcement and the appendices hereto and is being conducted by way of the Bookbuild which will be launched with immediate effect following release of this Announcement. The timing of the closing of the Bookbuild, the number of new Ordinary Shares issued pursuant to the Placing and Subscription and allocations are at the sole discretion of the Company and the Bookrunner. The Bookrunner reserves the right to close the Bookbuild without further notice. There can be no certainty that the Fundraising will complete. The Fundraising is being undertaken on a reasonable endeavours basis and is not being underwritten.

A further announcement following the close of the Bookbuild, confirming the final details of the Fundraising is expected to be made in due course.

The ticker for the Company's ordinary shares is PCIP. The Company's LEI is 213800XTX34IQYMYES95.

 

For further information, please contact:

PCI-PAL PLC

Via Walbrook PR

James Barham - Chief Executive Officer

William Good - Chief Financial Officer

 

 

 

finnCap (Nominated Adviser and Broker)

 

+44 (0) 20 7227 0500

Marc Milmo/Simon Hicks/Fergus Sullivan (Corporate Finance)

Richard Chambers (Corporate Broking)

 

 
  

Walbrook PR

+44 (0) 20 7933 8780

Tom Cooper/Paul Vann

+44 (0) 797 122 1972

 

[email protected]

 

About PCI Pal:

PCI Pal is a leading provider of Software-as-a-Service ("SaaS") solutions that empower companies to take payments from their customers securely, adhere to strict industry governance, and remove their business from the significant risks posed by non-compliance and data loss.  Our products secure payments and data in any business communications environment including voice, chat, social, email, and contact centre.  We are integrated to, and resold by, some of the worlds' leading business communications vendors, as well as major payment service providers.

The entirety of our product-base is available from our global cloud platform hosted in Amazon Web Services ("AWS"), with regional instances across EMEA, North America, and ANZ. 

 

 

IMPORTANT NOTICES AND DISCLAIMER

This Announcement has been issued by and is the sole responsibility of the Company.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This Announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation (as defined below)) to be published.

This Announcement is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investment and who are: (a) if in a member state of the European Economic Area, "qualified investors" as defined in Article 2(e) of Regulation (EU) 2017/1129(the "EU Prospectus Regulation") ("EU Qualified Investors");  (b) if in the United Kingdom, "qualified investors" as defined in Article 2€ of the EU Prospectus Regulation which forms part of retained EU law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") and who (i) fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) fall within  article 49(2)(a) to (d) of the Order and are "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000 (as amended) (the "FSMA"); (c) persons in Canada that are (i) "accredited investors" within the meaning of section 1.1 of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") or subsection 73.3(1) of the Securities Act (Ontario), as applicable, and that are either purchasing the Ordinary Shares as principal for their own account, or are deemed to be purchasing the Ordinary Shares as principal for their own account in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) not created or used solely to purchase or hold the Ordinary Shares as an accredited investor under NI 45-106; and (iii) "permitted clients" within the meaning of National Instrument 31-103 - Registration Requirements, Exemptions And Ongoing Registrant Obligations and (e) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "relevant persons"). Any investment in connection with the Placing will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this Announcement or any of its contents.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the UK only in circumstances in which section 21(1) of FSMA does not apply.

finnCap Ltd, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as Nominated Adviser, broker and sole bookrunner to the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of finnCap nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on finnCap by the FSMA or by the regulatory regime established under it, and except in the event of their committing fraud, neither finnCap nor any of its respective affiliates accepts any responsibility whatsoever for the accuracy, completeness or sufficiency of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of finnCap or any of its respective affiliates in connection with the Company, the Ordinary Shares or the Fundraising. finnCap and each of its respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement.

The distribution of this Announcement and the offering of the Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or finnCap 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 finnCap 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 "aim", "anticipate", "believe", "intend", "plan" "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 the 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, except as required by applicable law or regulation, neither the Company nor finnCap nor their respective affiliates assume 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.

No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

The New Ordinary Shares to be issued pursuant to the Fundraising will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Fundraising. Any investment decision to buy Ordinary Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by finnCap. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

 

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UKMiFID II"); and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, finnCap will only procure investors (pursuant to the Placing) who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels. Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

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

INTRODUCTION

The Company today announces a proposed issue of Ordinary Shares at a placing price of 95 pence per Ordinary Share, to raise gross proceeds receivable by the Company of up to £5.5 million. An Issue Price of 95 pence represents a discount of approximately 9 per cent. to the closing mid-market price of an Ordinary Share of 104.5 pence on 29 April 2021, (being the latest practicable business day prior to the date of this Announcement).

The Board intends to use the net proceeds of the Fundraising to fund the expansion of the Company into new territories of Mainland Europe, Canada and Australia. Further information on the Company's use of proceeds is set out below.

The Ordinary Shares are being issued under the Company's existing shareholder authorities and it is expected that they will be admitted to trading on AIM on or around 7 May 2021.

The Placing is subject to the satisfaction of certain conditions set out in this announcement and the appendices hereto ("Appendices") (together, this "Announcement") and is being conducted by way of an accelerated bookbuild, which will be launched immediately following the publication of this Announcement. finnCap Ltd ("finnCap") is acting as Nominated Adviser and Broker in connection with the Placing. The number of Placing Shares which are to be placed at the Placing Price will be determined at the close of the Bookbuilding Process. The timing of the closing of the Bookbuilding Process and the allocations are at the absolute discretion of finnCap and the Company. Details of the number of Placing Shares to be placed will be announced as soon as practicable after the close of the Bookbuilding Process. The Placing is not being underwritten by finnCap.

The Fundraising is conditional, inter alia, on the Placing Agreement between the Company and finnCap becoming unconditional and not being terminated (in accordance with its terms).

Background to the Fundraising and Use of Proceeds

The directors believe the Company has continued to make excellent progress against its key growth metrics as the Board seeks to deliver against its ambition to become the preferred solution provider that organisations turn to globally for achieving payment security and PCI compliance in customer engagement environments.  The progress being made by the Company is a result of its focus on three strategic pillars that is incorporated into the Company's stated objectives: serving products from a true cloud environment; available globally; with a sales model that leverages the strengths of large and often global channel partners.

A key constituent of the Company's success over the last few years, the directors believe, has been that it was the first to bring a true cloud, secure payment technology solution to the contact centre market, and making the solution available globally.  Having set out a key strategic objective to be the leader in cloud-based secure payment services to the business communications market, over the last three years the Company has already expanded its platform to reach across multiple regions in EMEA, North America, and Australia. 

This has been achieved through a proportion of direct sales but more so through a channel partner sales model that has enabled the Company to consistently add new reseller partners to its ecosystem, many of whom are global cloud-based vendors themselves.  The Company provides full on-boarding to these partners allowing it, where possible, to integrate with their own solution offerings thus providing these partners with easy-to-deploy PCI compliant payment solutions that they can sell alongside their own core product offerings.

Through its early commitment to build a channel sales business, the Company continues to have  a growing ecosystem of partners including some of the best-known names in the business communications and payments markets.  The contact centre market is by majority made up of small to medium size sites (those with less than 250 agent seats).  For example, in the US alone, there are over 37,000 contact centres (94% of all contact centres in the region) with less than 250 seats.  The Company's ability to market, engage, and sell to this majority end of the market, via its channel ecosystem, is critical to realising the Company's true scale potential. A key aspect of the Company's model is that it does not focus on one particular sector of the market. It is able to successfully sell to small to medium size customers, leveraging its partners existing routes to market to address smaller customers in volume. The Company can as well sell, both through partners and directly, to the larger enterprise end of the contact centre market.

Given the progress made by the Company, the Directors believe that it has established the foundations to open up its Serviceable Addressable Market ("SAM") to maintain the Company's strong revenue growth over the longer term.  Whilst the Company's existing core markets of the USA and the UK have, in aggregate a total of approximately 4.4 million contact centre seats, the markets of Mainland Europe, Australia and Canada offer an exciting opportunity to significantly increase the Company's SAM. Mainland Europe has approximately 2.1 million contact centre seats, Canada has approximately 0.5 million contact centre seats with Australia having approximately 0.3 million contact centre seats. PCI Compliance is a global requirement and the Company has already made opportunistic sales into these regions both directly and through existing channel partners.   The Board believes by proactively growing its presence into these territories that it will potentially increase its SAM by 40 per cent.

The Company is therefore seeking to raise £5.5 million to fund its expansion into these new territories of Mainland Europe, Canada, and Australia. The Board believes that the funds raised will assist the Board's objectives to deliver strong revenue growth over the longer term. The proceeds raised will be used as follows:

  • Sales and marketing expansion: Increase marketing expenditure and grow the Company's sales teams regionally so as to drive sales traction in the new territories both direct and through existing and new channel partners; and

     

  • Investment in Partner and Customer Success: hiring resource into the Company's partner and customer success team in both North America and EMEA so as to continue to maintain the Company's low levels of churn and driving positive net retention over the longer term; and

     

  • Continued investment into engineering and product: The Company will continue to ensure it invests in its technology so as to further accelerate the evolution and efficiencies of the Company's core product set and features.

     

 

 

Current trading and prospects

The Board released its interim results for the six months to 31 December 2020 on 8 March 2021. In the six months to 31 December 2020, revenue increased by 56 per cent. year on year to £3.19 million with 86 per cent. of revenues being recurring. New ACV (annual contract value) in the period was £1.68 million so that as at 31 December 2020, Total Contracted ACV (TACV) was £8.3 million, up from £6.75 million at 30 June 2020.

Since 31 December 2020 the Group's trading has continued to be strong. 51 new customer contracts have been added between 1 January 2021 and 31 March 2021 with these contracts having an ACV of £0.83 million. As at 31 March 2021, TACV was £8.9 million. Time-to-go-live remains in line with management expectations which is an important KPI for the board, and as at 31 March 2021 cash stood at £4.99 million with net cash of £3.16 million.

 

Details of the Placing

Pursuant to the placing agreement, dated 30 April 2021 between finnCap and the Company (the "Placing Agreement"), finnCap has conditionally agreed, as an agent of the Company, to use its reasonable endeavours to procure subscribers for the new Ordinary Shares subject to the Placing (the "Placing Shares"). The Placing is conditional upon, inter alia, admission of the Placing Shares and the Subscription Shares (as defined below) to trading on AIM ("Admission") becoming effective on or before 8.00 a.m. (London time) on 7 May 2021 or such later date as may be agreed between finnCap and Company, but in any event no later than 8.00 a.m. (London time) on 21 May 2021, and the Placing Agreement and the Subscription Agreement (as defined below) not having been terminated prior to Admission. The Placing Shares will rank equally in all respects with the Company's existing Ordinary Shares. The Placing is not being underwritten.  The maximum number of Placing Shares is 5,789,473.

 

Details of the Subscription

On 30 April 2021, the Company entered into a subscription agreement ("Subscription Agreement") with Burgundy Asset Management Ltd. (the "Subscriber") pursuant to which the Subscriber conditionally agreed to subscribe for 650,000 Ordinary Shares ("Subscription Shares").  The Subscription Agreement is conditional upon, inter alia, (i) Admission and (ii) the Placing Agreement becoming unconditional in all respects (save for (i) any condition relation to Admission and (ii) any condition in the Placing Agreement as to the Subscription Agreement becoming unconditional).  Under the Subscription Agreement, the Company gives certain warranties to the Subscriber.  The Subscriber can terminate the Subscription Agreement prior to Admission if there is a breach of warranty which has a material adverse impact on the financial position of the Company in the context of the Subscription or if any of the conditions cannot be fulfilled. 

This announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Bookbuild described in the Appendix to this announcement (which forms part of this announcement).

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this announcement in its entirety (including the Appendix), and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

 

Proposed Director Participation

James Barham, the CEO of the Company, has indicated that he intends to participate in the Placing. Should he do so, then such participation will be regarded as a related party transaction for the purposes of the AIM Rules.

 

 

 

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.

THIS ANNOUNCEMENT, INCLUDING THE TERMS AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(e) OF THE PROSPECTUS REGULATION (REGULATION (EU_2017/1129) (THE "EU PROSPECTUS REGULATION") ("EU QUALIFIED INVESTORS"); (2) IF IN THE UNITED KINGDOM, "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(e) OF THE EU PROSPECTUS REGULATION, WHICH FORMS PART OF RETAINED EU LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") AND WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER AND ARE  "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") ("UK QUALIFIED INVESTORS") AND (C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT; (3) IF RESIDENT IN CANADA, (I) "ACCREDITED INVESTORS" WITHIN THE MEANING OF SECTION 1.1 OF NATIONAL INSTRUMENT 45-106 - PROSPECTUS EXEMPTIONS ("NI 45-106") OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AS APPLICABLE, AND THAT ARE EITHER PURCHASING THE ORDINARY SHARES AS PRINCIPAL FOR THEIR OWN ACCOUNT, OR ARE DEEMED TO BE PURCHASING THE ORDINARY SHARES AS PRINCIPAL FOR THEIR OWN ACCOUNT IN ACCORDANCE WITH APPLICABLE CANADIAN SECURITIES LAWS, FOR INVESTMENT ONLY AND NOT WITH A VIEW TO RESALE OR REDISTRIBUTION; (II) NOT CREATED OR USED SOLELY TO PURCHASE OR HOLD THE ORDINARY SHARES AS AN ACCREDITED INVESTOR UNDER NI 45-106; AND (III) "PERMITTED CLIENTS" WITHIN THE MEANING OF NATIONAL INSTRUMENT 31-103 - REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN PCI-PAL PLC.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

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

The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Bookrunner or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Bookrunner to inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and do not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in 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; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, the Republic of South Africa or Japan. 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, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom.

Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UKMiFID II"); and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, finnCap will only procure investors (pursuant to the Placing) who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels. Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement should be read in its entirety.

By participating in the Placing (such participation to be confirmed in a recorded telephone conversation with the Bookrunner), each Placee will be deemed to have read and understood this Announcement, including these Terms and Conditions, in its entirety, to be participating and acquiring Placing Shares on the terms and conditions contained in this Announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

In particular, each such Placee irrevocably represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:

  • it is a Relevant Person and that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
  • in the case of any Placing Shares acquired by it within the United Kingdom as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, (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 the United Kingdom or to which the UK Prospectus Regulation otherwise applies other than UK Qualified Investors or in circumstances in which the prior consent of finnCap has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;
  • in the case of any Placing Shares acquired by it within the EEA as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, (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 EEA or to which the EU Prospectus Regulation otherwise applies other than EU Qualified Investors or in circumstances in which the prior consent of finnCap 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 EU Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;
  • it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in these Terms and Conditions;
  • it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in these Terms and Conditions; and
  • it (and any account referred to in paragraph 3 above) is located outside the United States and is acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.

 

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the Financial Conduct Authority ("FCA") in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in writing in any contract note sent to an individual Placee.

Each Placee, by participating in the Placing, agrees that the content of this Announcement are exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of the Bookrunner or the Company or any other person and none of the Bookrunner, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in this Announcement, including this Appendix, to be legal, tax, business or other advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

The Bookrunner will has entered into a "Placing Agreement" with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, the Bookrunner, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Issue Price.

The Placing Shares will, when issued, be subject to the memorandum and articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

Application for admission to trading

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM.

It is expected that Admission will take place on or around 8.00 a.m. on 7 May 2021 and that dealings in the Placing Shares on AIM will commence at the same time.

Principal terms of the Placing

  • The Bookrunner is acting as nominated adviser, financial adviser and broker to the Placing as agent for and on behalf of the Company.
  • Participation in the Placing will only be available to persons who may lawfully be, and are, invited by the Bookrunner to participate. The Bookrunner and any of its affiliates are entitled to participate in the Placing as principal.
  • The price per Placing Share (the "Issue Price") is fixed at 95 pence and is payable to the Bookrunner (as agent for the Company on the Placing) by all Placees.
  • Each Placee's allocation will be determined by the Bookrunner in its discretion following consultation with the Company and will be confirmed orally by the Bookrunner.
  • Each Placee's commitment will be confirmed in and evidenced by a recorded telephone call between representatives of the Bookrunner and the relevant Placee (the "Recorded Call"). This Announcement, including the terms and conditions set out in this Appendix, will be deemed incorporated into the contract which is entered into on the Recorded Call and will be legally binding on the relevant Placee(s) on behalf of whom the commitment is made with effect from the end of the Recorded Call and, except with the Bookrunner's prior written consent, will not be capable of variation or revocation after such time. Without prejudice to the foregoing, a contract note recording each Placee's commitment will be sent to them following the Recorded Call.
  • From the end of the relevant Recorded Call, each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Bookrunner (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.
  • Except as required by law or regulation, no press release or other announcement will be made by the Bookrunner or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
  • Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are 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".
  • All obligations 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 "Termination of the Placing".
  • By participating in the Placing, each Placee will agree 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.
  • To the fullest extent permissible by law and applicable FCA rules, neither:
    • the Bookrunner;
    • any of its affiliates, agents, advisers, directors, officers, consultants or employees; nor
    • to the extent not contained within (a) or (b), any person connected with the Bookrunner as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of the Bookrunner),

    shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither the Bookrunner nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Bookrunner's conduct of the Placing or of such alternative method of effecting the Placing as the Bookrunner and the Company may agree.

Registration and settlement

By participating in the Placing, 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 the Bookrunner in accordance with either the standing CREST or certificated settlement instructions which they have in place with the Bookrunner.

Settlement of transactions in the Placing Shares (ISIN: GB0009737155) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST will be on a delivery versus payment basis ("DVP") unless otherwise notified by the Bookrunner and is expected to occur on 7 May 2021 (the "Settlement Date"). However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Bookrunner may agree that the Placing Shares should be issued in certificated form. The Bookrunner reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as it deems necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located.

Interest is chargeable daily on payments not received from Placees on or before the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 3 percentage points above prevailing base rate of Barclays Bank plc as determined by the Bookrunner.

Each Placee is deemed to agree that if it does not comply with these obligations, the Bookrunner may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for the Bookrunner's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the Issue Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise (if any) upon the sale of its Placing Shares on its behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, any relevant contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of the Bookrunner under the Placing Agreement are, and the Placing is, conditional upon, inter alia:

  • the warranties contained in the Placing Agreement ("Warranties") being true and accurate in all material respects and not misleading when made on the date of the Placing Agreement and at Admission by reference to the facts and circumstances subsisting at that time;
  • the Subscription Agreement (i) not having been terminated or rescinded before Admission and (ii) having become unconditional in all respects save in respect of Admission and any condition in the Subscription Agreement as to the Placing Agreement becoming unconditional;
  • the Company having fully performed its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;
  • the Bookrunner not having exercised its right to terminate the Placing Agreement;
  • no matter arising that might give rise to a claim under the indemnity; and
  • Admission having become effective at or around 8.00 a.m. on 7 May 2021 or such later time as the Bookrunner may agree with the Company but in any event no later than 8.00 a.m. on 21 May 2021 (the "Long Stop Date");

(all conditions to the obligations of the Bookrunner included in the Placing Agreement being together, the "conditions").

If any of the conditions is not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Bookrunner may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.

The Bookrunner may, in its absolute discretion and upon such terms as it thinks fit, waive fulfilment of all or any of the conditions in the Placing Agreement in whole or in part, or extend the time provided for fulfilment of one or more conditions, save that certain conditions including the condition relating to Admission referred to in paragraph (f) above may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in these Terms and Conditions.

The Bookrunner may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Neither the Bookrunner nor any of its affiliates, agents, advisers, directors, officers or employees nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them 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 any of them may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Bookrunner.

Termination of the Placing

The Bookrunner may, in its absolute discretion, by notice to the Company, terminate the Placing Agreement at any time up to Admission if, inter alia:

  • any statement contained in any document or announcement issued or published by or on behalf of the Company in connection with the Placing ("Placing Documents") has become untrue or inaccurate in any material respect or misleading or any matter has arisen which would, if the Placing Documents were issued at that time, constitute a material omission from the Placing Documents or any of them or would otherwise render it untrue in any material respect or misleading;
  • any of the Warranties was untrue or inaccurate in any material respect or misleading when made and/or that any of the Warranties has ceased to be true or accurate in any material respect or has become misleading at any time prior to Admission, in each case by reference to the facts and circumstances subsisting at that time;
  • the Company is in breach of any provision of the Placing Agreement or otherwise fails to fully perform its obligations under the Placing Agreement;
  • there has been a breach by any party of any of its undertakings, warranties, covenants or obligations under the Subscription Agreement;
  • the Subscription Agreement is terminated or rescinded; or
  • there occurs a material adverse change in or an event having a serious adverse effect on the operations, properties, condition (financial or other), trading position or prospects or results of operations or general affairs of the Company (and its subsidiaries) taken as a whole such that in the reasonable opinion of the Bookrunner (acting in good faith) the Placing Shares cannot be placed successfully.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

By participating in the Placing, each Placee agrees with the Company and the Bookrunner that the exercise by the Company or the Bookrunner of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or the Bookrunner or for agreement between the Company and the Bookrunner (as the case may be) and that neither the Company nor the Bookrunner need make any reference to such Placee and that none of the Company, the Bookrunner nor any of their respective affiliates, agents, advisers, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it at any time after the end of the Recorded Call confirming the relevant Placee's allocation and commitment in the Placing.

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges, confirms and agrees (for itself and for any such prospective Placee) that (save where the Bookrunner expressly agrees in writing to the contrary):

  • it has read and understood this Announcement, including this Appendix, in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;
  • no offering document, prospectus or admission document has been or will be prepared in connection with the Placing and it has not received a prospectus, admission document or other offering document in connection with the Placing or the Placing Shares;
  • the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules and the Market Abuse Regulation (EU Regulation No. 596/2014 as it forms part of UK law as retained EU law as defined in, and by virtue of, the European Union (Withdrawal) Act 2018 ("UK MAR")), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;
  • it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial position and other aspects of the Company in accepting a participation in the Placing and neither the Bookrunner nor the Company nor any of their respective affiliates, agents, advisers, directors, officers or employees nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in the Announcement or the Publicly Available Information; nor has it requested the Bookrunner, the Company, any of their respective affiliates, agents, advisers, directors, employees or officers or any person acting on behalf of any of them to provide it with any such information;
  • neither the Bookrunner nor any person acting on behalf of it nor any of its affiliates, agents, directors, officers or employees has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for any fraudulent misrepresentation made by that person;
    • the only information on which it is entitled to rely on and on which it has relied in committing to acquire the Placing Shares is contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement and the Publicly Available Information;
    • neither the Bookrunner nor any of their respective affiliates, agents, directors, officers or employees have made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of this Announcement or the Publicly Available Information;
    • it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and
  • it has not relied on any investigation that the Bookrunner or any person acting on its behalf may have conducted with respect to the Company, the Placing or the Placing Shares;
  • the content of this Announcement and the other Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither the Bookrunner nor any persons acting on its behalf is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement or the other Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the other Publicly Available Information or otherwise. Nothing in these Terms and Conditions shall exclude any liability of any person for fraudulent misrepresentation;
  • it has the funds available to pay for the Placing Shares which it has agreed to acquire and acknowledges and agrees that it will pay the total subscription amount in accordance with this Announcement, including this Appendix, by the due time and date set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as the Bookrunner determines;
  • it and/or each person on whose behalf it is participating:
    • is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;
    • has fully observed such laws and regulations;
    • has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and
    • has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement, including this Appendix) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares;
  • it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired will not be, a resident of, or with an address in, or subject to the laws of, Australia, Canada, the Republic of South Africa or Japan, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, the Republic of South Africa or Japan and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;
  • it and the person(s), if any, for whose account and benefit it is subscribing for Placing Shares is, and at the time the Placing Shares are acquired will be, located outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;
  • it understands that the Placing Shares have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from the registration requirements of the Securities Act and, in each case, in accordance with applicable state securities laws; the Placing Shares will not be offered to the public in the United States and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;
  • it and the person(s), if any, for whose account and benefit it is subscribing for the Placing Shares is not acquiring the Placing Shares with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any state thereof;
  • it is not acquiring the Placing Shares as a result of any "directed selling efforts" (as such term is defined in Regulation S under the Securities Act);
  • it will not distribute, forward, transfer or otherwise transmit these Terms and Conditions and/or the Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
  • none of the Bookrunner, its affiliates and any person acting on behalf of any of them is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of the Bookrunner and that the Bookrunner has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
  • it will make payment to the Bookrunner for the Placing Shares allocated to it in accordance with these Terms and Conditions on or by 7 May 2021 (or if later the date of Admission (provided that the date of Admission is no later than the Long Stop Date) as notified to it by the Bookrunner), failing which the relevant Placing Shares may be placed with others on such terms as the Bookrunner determines in its absolute discretion without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement, including this Appendix) which may arise upon the sale of such Placee's Placing Shares on its behalf;
  • its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Bookrunner may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
  • no action has been or will be taken by any of the Company, the Bookrunner or any person acting on behalf of the Company or the Bookrunner that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;
  • the person who it specifies for registration as holder of the Placing Shares will be:
    • the Placee; or
    • a nominee of the Placee, as the case may be.
  • the Bookrunner and the Company will not be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to indemnify the Company and the Bookrunner in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of the Bookrunner or transferred to a CREST stock account of the Bookrunner who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;
  • the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;
  • if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
  • it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or in the EEA except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA or an offer to the public in the UK or any member state of the EEA within the meaning of the UK Prospectus Regulation and the EU Prospectus Regulation;
  • if within the United Kingdom, it is a person falling within Article 19(5) and/or Article 49(2)(a) to (d) of the Order and is a UK Qualified Investor or is a person to whom this Announcement may otherwise be lawfully communicated;
  • any offer of Placing Shares may only be directed at persons in member states of the EEA who are EU Qualified Investors and represents and agrees that, in the EEA, it is such an EU Qualified Investor;
  • if within the United Kingdom it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom or to which the UK Prospectus Regulation otherwise applies other than to UK Qualified Investors, or in circumstances in which the prior consent of finnCap has been given to the proposed offer or resale;
  • if within the EEA it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA or to which the EU Prospectus Regulation otherwise applies other than to EU Qualified Investors, or in circumstances in which the prior consent of finnCap has been given to the proposed offer or resale;
  • it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
  • it has complied and it will comply with all applicable laws in any jurisdiction with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA in respect of anything done in, from or otherwise involving the United Kingdom);
  • if it has received any inside information (for the purposes of UK MAR and/or section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in advance of the Placing, it has not:
    • dealt (or attempted to deal) in the securities of the Company;
    • encouraged, recommended or induced another person to deal in the securities of the Company; or
    • unlawfully disclosed such information to any person, prior to the information being made publicly available;
  • neither the Bookrunner, the Company nor any of their respective affiliates, agents, advisers, directors, officers or employees nor any person acting on behalf of the Bookrunner or its affiliates, agents, directors, officers or employees is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of any of the Bookrunner's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
  • the Bookrunner and its affiliates, acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement, including in this Appendix, to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, the Bookrunner and/or any of its affiliates acting as an investor for its or their own account(s). Neither the Bookrunner nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;
  • it:
    • has complied, and will comply, with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017;
    • is not a person:
      • with whom transactions are prohibited under the US 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;
      • named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or
      • subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law,

      (all such statutes, rules and regulations referred to in this paragraph 32 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 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 the Bookrunner such evidence, if any, as to the identity or location or legal status of any person which it may request from it in connection with the Placing (for the purpose of complying with the 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 the Bookrunner on the basis that any failure by it to do so may result in the number of Placing Shares that are to be acquired by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Bookrunner may decide at its sole discretion;

  • in order to ensure compliance with the Regulations, the Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to the Bookrunner or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the Bookrunner's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the Bookrunner's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity the Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either the Bookrunner and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
  • it acknowledges that its commitment to acquire Placing Shares on the terms and conditions set out in this Announcement will continue notwithstanding any amendment that may in future be made to this Announcement of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Bookrunner's conduct of the Placing;
  • it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;
  • it irrevocably appoints any duly authorised officer of the Bookrunner as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares which it agrees to acquire upon the these Terms and Conditions;
  • the Company, the Bookrunner and others (including each of their respective affiliates, agents, advisers, directors, officers and employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to the Bookrunner on its own behalf and on behalf of the Company and are irrevocable;
  • it is acting as principal only in respect of the Placing or, if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it is duly authorised to do so and it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;
  • time is of the essence as regards its obligations under these Terms and Conditions;
  • any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the Bookrunner;
  • the Placing Shares will be issued subject to this Announcement, including this Appendix; and
  • this Announcement, including this Appendix and all documents into which this Announcement, including this Appendix, is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire Placing Shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute (contractual or otherwise) or matter arising out of or in connection with such contract except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with interest chargeable thereon) may be taken by the Company or the Bookrunner 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.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, the Bookrunner and each of their respective affiliates, agents, directors, officers and employees 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 given by the Placee (and any person acting on such Placee's behalf) in this Announcement, including this Appendix, or incurred by the Bookrunner, the Company or each of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in this Announcement, including this Appendix, and further agrees that the provisions of this Announcement, including this Appendix, shall survive after the completion of the Placing.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company. Such agreement assumes that the Placing Shares are not being acquired 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 related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor the Bookrunner shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and they should notify the Bookrunner accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect 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 non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Bookrunner in the event that either the Company and/or the Bookrunner have incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements and undertakings contained in this Announcement, including this Appendix, are given to the Bookrunner for itself and on behalf of the Company and are irrevocable.

finnCap is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and finnCap will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement, including this Appendix.

Each Placee and any person acting on behalf of the Placee acknowledges that the Bookrunner does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Bookrunner may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.

When a Placee or any person acting on behalf of the Placee is dealing with the Bookrunner, any money held in an account with the Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from the Bookrunner's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

In this Announcement, including this Appendix, any words following the terms "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

References to time in this Announcement are to London time, unless otherwise stated.

All times and dates in this Announcement, including this Appendix, may be subject to amendment. Placees will be notified of any changes.

No statement in this Announcement, including this Appendix, is intended to be a profit forecast or estimate, and no statement in this Announcement, including this Appendix, should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement, including this Appendix.

DEFINITIONS

The following definitions apply to this Announcement, including this Appendix:

Admission

admission of the Placing Shares and the Subscription Shares to trading on AIM becoming effective within the meaning of Rule 6 of the AIM Rules for Companies issued by London Stock Exchange

AIM

AIM, a market operated by the London Stock Exchange

Bookrunner

finnCap Ltd registered in England and Wales under number 06198898 whose registered office is at 60 New Broad Street, London EC2M 1JJ (together with its affiliates)

Company

PCI-PAL PLC registered in England and Wales under number 03869545 whose registered office is at 7 Gamma Terrace, Ransomes Europark, Ipswich, Suffolk IP3 9FF

CREST

the computerised settlement system to facilitate transfer of the title to an interest in securities in uncertificated form operated by Euroclear UK & Ireland

Euroclear UK & Ireland

Euroclear UK & Ireland Limited

Issue Price

95 pence per Placing Share

London Stock Exchange

London Stock Exchange plc

Ordinary Shares

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

Placees

persons who agree to subscribe for Placing Shares at the Issue Price

Placing

the conditional placing of the Placing Shares by the Bookrunner on behalf of the Company at the Issue Price, in accordance with the Placing Agreement

Placing Agreement

the conditional placing agreement relating to the Placing of the Placing Shares between the Company and the Bookrunner

Placing Shares

up to 5,139,473 new Ordinary Shares to be issued in connection with the Placing

Regulation S

Regulation S under the Securities Act

Securities Act

the U.S. Securities Act of 1933, as amended

Shareholders

holders of Ordinary Shares

Subscriber

Burgundy Asset Management Ltd

Subscription

the subscription for the Subscription Shares by Subscriber pursuant to the terms of the Subscription Agreement

Subscription Agreement

the agreement entered into by the Company and the Subscriber in connection with the Subscription

Subscription Shares

the 650,000 new Ordinary Shares to be issued to the Subscriber pursuant to the terms of the Subscription Agreement

Proposed Placing to raise £5.5 million to accelerate global growth

Apr 30, 2021, 06:25 AM by paul.alleway Alleway

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF MAR.

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

PCI-PAL PLC (AIM: PCIP), the global cloud provider of secure payment solutions for business communications, today announces its intention to conduct a fundraising to raise gross proceeds of up to approximately £5.5 million through a placing to new and existing institutional investors (the "Placing") of new ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") by way of an accelerated bookbuild (the "Bookbuild") and a separate direct subscription for new Ordinary Shares (the "Subscription", together with the Placing the "Fundraising").

 

Highlights

  • Proposed Fundraising of up to 5,789,473 Ordinary Shares at a price of 95 pence per Ordinary Share (the "Issue Price") to raise gross proceeds for the Company of up to £5.5 million
  • The net proceeds of the Fundraising receivable by the Company will be used to fund the Company's further expansion into the new territories of Mainland Europe, Canada and Australia.
  • The net proceeds of the Fundraising should allow the Company to accelerate long-term growth through targeting a larger addressable market underpinned by the Company's high margin, scalable, globally available SaaS technology platform.
  • The Placing is to be conducted by way of an accelerated bookbuild process which will commence immediately following this Announcement and will be subject to the terms and conditions set out in the Appendix to this Announcement.
  • The Placing Price represents a discount of approximately 9 per cent. to the closing mid-market price of an Ordinary Share on 29 April 2021, being the last trading day prior to this Announcement.

This Announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Placing and any participation in the Placing that is described in the Appendix to this Announcement (which forms part of this Announcement).

 

The Fundraising

It is expected that up to approximately 5,789,473 new Ordinary Shares will be issued pursuant to the Fundraising, which would represent up to approximately 9.7 per cent. of the Company's current issued share capital (excluding shares held in treasury). The Fundraising will be effected pursuant to existing authorities of the Company, granted at the Company's annual general meeting on 5 November 2020 permitting it to issue new Ordinary Shares on a non pre-emptive basis.

The Placing is being made available to institutional investors and is not being made available to the public. PCI Pal has entered into a placing agreement with finnCap Ltd ("finnCap") to act as bookrunner (the "Bookrunner") in relation to the Placing.

The Placing is subject to the satisfaction of certain conditions set out in this Announcement and the appendices hereto and is being conducted by way of the Bookbuild which will be launched with immediate effect following release of this Announcement. The timing of the closing of the Bookbuild, the number of new Ordinary Shares issued pursuant to the Placing and Subscription and allocations are at the sole discretion of the Company and the Bookrunner. The Bookrunner reserves the right to close the Bookbuild without further notice. There can be no certainty that the Fundraising will complete. The Fundraising is being undertaken on a reasonable endeavours basis and is not being underwritten.

A further announcement following the close of the Bookbuild, confirming the final details of the Fundraising is expected to be made in due course.

The ticker for the Company's ordinary shares is PCIP. The Company's LEI is 213800XTX34IQYMYES95.

 

For further information, please contact:

PCI-PAL PLC

Via Walbrook PR

James Barham - Chief Executive Officer

William Good - Chief Financial Officer

 

 

 

finnCap (Nominated Adviser and Broker)

 

+44 (0) 20 7227 0500

Marc Milmo/Simon Hicks/Fergus Sullivan (Corporate Finance)

Richard Chambers (Corporate Broking)

 

 
  

Walbrook PR

+44 (0) 20 7933 8780

Tom Cooper/Paul Vann

+44 (0) 797 122 1972

 

[email protected]

 

About PCI Pal:

PCI Pal is a leading provider of Software-as-a-Service ("SaaS") solutions that empower companies to take payments from their customers securely, adhere to strict industry governance, and remove their business from the significant risks posed by non-compliance and data loss.  Our products secure payments and data in any business communications environment including voice, chat, social, email, and contact centre.  We are integrated to, and resold by, some of the worlds' leading business communications vendors, as well as major payment service providers.

The entirety of our product-base is available from our global cloud platform hosted in Amazon Web Services ("AWS"), with regional instances across EMEA, North America, and ANZ. 

 

 

IMPORTANT NOTICES AND DISCLAIMER

This Announcement has been issued by and is the sole responsibility of the Company.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This Announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation (as defined below)) to be published.

This Announcement is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investment and who are: (a) if in a member state of the European Economic Area, "qualified investors" as defined in Article 2(e) of Regulation (EU) 2017/1129(the "EU Prospectus Regulation") ("EU Qualified Investors");  (b) if in the United Kingdom, "qualified investors" as defined in Article 2€ of the EU Prospectus Regulation which forms part of retained EU law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") and who (i) fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) fall within  article 49(2)(a) to (d) of the Order and are "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000 (as amended) (the "FSMA"); (c) persons in Canada that are (i) "accredited investors" within the meaning of section 1.1 of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") or subsection 73.3(1) of the Securities Act (Ontario), as applicable, and that are either purchasing the Ordinary Shares as principal for their own account, or are deemed to be purchasing the Ordinary Shares as principal for their own account in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) not created or used solely to purchase or hold the Ordinary Shares as an accredited investor under NI 45-106; and (iii) "permitted clients" within the meaning of National Instrument 31-103 - Registration Requirements, Exemptions And Ongoing Registrant Obligations and (e) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "relevant persons"). Any investment in connection with the Placing will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this Announcement or any of its contents.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the UK only in circumstances in which section 21(1) of FSMA does not apply.

finnCap Ltd, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as Nominated Adviser, broker and sole bookrunner to the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of finnCap nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on finnCap by the FSMA or by the regulatory regime established under it, and except in the event of their committing fraud, neither finnCap nor any of its respective affiliates accepts any responsibility whatsoever for the accuracy, completeness or sufficiency of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of finnCap or any of its respective affiliates in connection with the Company, the Ordinary Shares or the Fundraising. finnCap and each of its respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement.

The distribution of this Announcement and the offering of the Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or finnCap 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 finnCap 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 "aim", "anticipate", "believe", "intend", "plan" "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 the 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, except as required by applicable law or regulation, neither the Company nor finnCap nor their respective affiliates assume 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.

No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

The New Ordinary Shares to be issued pursuant to the Fundraising will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Fundraising. Any investment decision to buy Ordinary Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by finnCap. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

 

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UKMiFID II"); and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, finnCap will only procure investors (pursuant to the Placing) who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels. Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

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

INTRODUCTION

The Company today announces a proposed issue of Ordinary Shares at a placing price of 95 pence per Ordinary Share, to raise gross proceeds receivable by the Company of up to £5.5 million. An Issue Price of 95 pence represents a discount of approximately 9 per cent. to the closing mid-market price of an Ordinary Share of 104.5 pence on 29 April 2021, (being the latest practicable business day prior to the date of this Announcement).

The Board intends to use the net proceeds of the Fundraising to fund the expansion of the Company into new territories of Mainland Europe, Canada and Australia. Further information on the Company's use of proceeds is set out below.

The Ordinary Shares are being issued under the Company's existing shareholder authorities and it is expected that they will be admitted to trading on AIM on or around 7 May 2021.

The Placing is subject to the satisfaction of certain conditions set out in this announcement and the appendices hereto ("Appendices") (together, this "Announcement") and is being conducted by way of an accelerated bookbuild, which will be launched immediately following the publication of this Announcement. finnCap Ltd ("finnCap") is acting as Nominated Adviser and Broker in connection with the Placing. The number of Placing Shares which are to be placed at the Placing Price will be determined at the close of the Bookbuilding Process. The timing of the closing of the Bookbuilding Process and the allocations are at the absolute discretion of finnCap and the Company. Details of the number of Placing Shares to be placed will be announced as soon as practicable after the close of the Bookbuilding Process. The Placing is not being underwritten by finnCap.

The Fundraising is conditional, inter alia, on the Placing Agreement between the Company and finnCap becoming unconditional and not being terminated (in accordance with its terms).

Background to the Fundraising and Use of Proceeds

The directors believe the Company has continued to make excellent progress against its key growth metrics as the Board seeks to deliver against its ambition to become the preferred solution provider that organisations turn to globally for achieving payment security and PCI compliance in customer engagement environments.  The progress being made by the Company is a result of its focus on three strategic pillars that is incorporated into the Company's stated objectives: serving products from a true cloud environment; available globally; with a sales model that leverages the strengths of large and often global channel partners.

A key constituent of the Company's success over the last few years, the directors believe, has been that it was the first to bring a true cloud, secure payment technology solution to the contact centre market, and making the solution available globally.  Having set out a key strategic objective to be the leader in cloud-based secure payment services to the business communications market, over the last three years the Company has already expanded its platform to reach across multiple regions in EMEA, North America, and Australia. 

This has been achieved through a proportion of direct sales but more so through a channel partner sales model that has enabled the Company to consistently add new reseller partners to its ecosystem, many of whom are global cloud-based vendors themselves.  The Company provides full on-boarding to these partners allowing it, where possible, to integrate with their own solution offerings thus providing these partners with easy-to-deploy PCI compliant payment solutions that they can sell alongside their own core product offerings.

Through its early commitment to build a channel sales business, the Company continues to have  a growing ecosystem of partners including some of the best-known names in the business communications and payments markets.  The contact centre market is by majority made up of small to medium size sites (those with less than 250 agent seats).  For example, in the US alone, there are over 37,000 contact centres (94% of all contact centres in the region) with less than 250 seats.  The Company's ability to market, engage, and sell to this majority end of the market, via its channel ecosystem, is critical to realising the Company's true scale potential. A key aspect of the Company's model is that it does not focus on one particular sector of the market. It is able to successfully sell to small to medium size customers, leveraging its partners existing routes to market to address smaller customers in volume. The Company can as well sell, both through partners and directly, to the larger enterprise end of the contact centre market.

Given the progress made by the Company, the Directors believe that it has established the foundations to open up its Serviceable Addressable Market ("SAM") to maintain the Company's strong revenue growth over the longer term.  Whilst the Company's existing core markets of the USA and the UK have, in aggregate a total of approximately 4.4 million contact centre seats, the markets of Mainland Europe, Australia and Canada offer an exciting opportunity to significantly increase the Company's SAM. Mainland Europe has approximately 2.1 million contact centre seats, Canada has approximately 0.5 million contact centre seats with Australia having approximately 0.3 million contact centre seats. PCI Compliance is a global requirement and the Company has already made opportunistic sales into these regions both directly and through existing channel partners.   The Board believes by proactively growing its presence into these territories that it will potentially increase its SAM by 40 per cent.

The Company is therefore seeking to raise £5.5 million to fund its expansion into these new territories of Mainland Europe, Canada, and Australia. The Board believes that the funds raised will assist the Board's objectives to deliver strong revenue growth over the longer term. The proceeds raised will be used as follows:

  • Sales and marketing expansion: Increase marketing expenditure and grow the Company's sales teams regionally so as to drive sales traction in the new territories both direct and through existing and new channel partners; and

     

  • Investment in Partner and Customer Success: hiring resource into the Company's partner and customer success team in both North America and EMEA so as to continue to maintain the Company's low levels of churn and driving positive net retention over the longer term; and

     

  • Continued investment into engineering and product: The Company will continue to ensure it invests in its technology so as to further accelerate the evolution and efficiencies of the Company's core product set and features.

     

 

 

Current trading and prospects

The Board released its interim results for the six months to 31 December 2020 on 8 March 2021. In the six months to 31 December 2020, revenue increased by 56 per cent. year on year to £3.19 million with 86 per cent. of revenues being recurring. New ACV (annual contract value) in the period was £1.68 million so that as at 31 December 2020, Total Contracted ACV (TACV) was £8.3 million, up from £6.75 million at 30 June 2020.

Since 31 December 2020 the Group's trading has continued to be strong. 51 new customer contracts have been added between 1 January 2021 and 31 March 2021 with these contracts having an ACV of £0.83 million. As at 31 March 2021, TACV was £8.9 million. Time-to-go-live remains in line with management expectations which is an important KPI for the board, and as at 31 March 2021 cash stood at £4.99 million with net cash of £3.16 million.

 

Details of the Placing

Pursuant to the placing agreement, dated 30 April 2021 between finnCap and the Company (the "Placing Agreement"), finnCap has conditionally agreed, as an agent of the Company, to use its reasonable endeavours to procure subscribers for the new Ordinary Shares subject to the Placing (the "Placing Shares"). The Placing is conditional upon, inter alia, admission of the Placing Shares and the Subscription Shares (as defined below) to trading on AIM ("Admission") becoming effective on or before 8.00 a.m. (London time) on 7 May 2021 or such later date as may be agreed between finnCap and Company, but in any event no later than 8.00 a.m. (London time) on 21 May 2021, and the Placing Agreement and the Subscription Agreement (as defined below) not having been terminated prior to Admission. The Placing Shares will rank equally in all respects with the Company's existing Ordinary Shares. The Placing is not being underwritten.  The maximum number of Placing Shares is 5,789,473.

 

Details of the Subscription

On 30 April 2021, the Company entered into a subscription agreement ("Subscription Agreement") with Burgundy Asset Management Ltd. (the "Subscriber") pursuant to which the Subscriber conditionally agreed to subscribe for 650,000 Ordinary Shares ("Subscription Shares").  The Subscription Agreement is conditional upon, inter alia, (i) Admission and (ii) the Placing Agreement becoming unconditional in all respects (save for (i) any condition relation to Admission and (ii) any condition in the Placing Agreement as to the Subscription Agreement becoming unconditional).  Under the Subscription Agreement, the Company gives certain warranties to the Subscriber.  The Subscriber can terminate the Subscription Agreement prior to Admission if there is a breach of warranty which has a material adverse impact on the financial position of the Company in the context of the Subscription or if any of the conditions cannot be fulfilled. 

This announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Bookbuild described in the Appendix to this announcement (which forms part of this announcement).

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this announcement in its entirety (including the Appendix), and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

 

Proposed Director Participation

James Barham, the CEO of the Company, has indicated that he intends to participate in the Placing. Should he do so, then such participation will be regarded as a related party transaction for the purposes of the AIM Rules.

 

 

 

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.

THIS ANNOUNCEMENT, INCLUDING THE TERMS AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(e) OF THE PROSPECTUS REGULATION (REGULATION (EU_2017/1129) (THE "EU PROSPECTUS REGULATION") ("EU QUALIFIED INVESTORS"); (2) IF IN THE UNITED KINGDOM, "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(e) OF THE EU PROSPECTUS REGULATION, WHICH FORMS PART OF RETAINED EU LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") AND WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER AND ARE  "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") ("UK QUALIFIED INVESTORS") AND (C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT; (3) IF RESIDENT IN CANADA, (I) "ACCREDITED INVESTORS" WITHIN THE MEANING OF SECTION 1.1 OF NATIONAL INSTRUMENT 45-106 - PROSPECTUS EXEMPTIONS ("NI 45-106") OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AS APPLICABLE, AND THAT ARE EITHER PURCHASING THE ORDINARY SHARES AS PRINCIPAL FOR THEIR OWN ACCOUNT, OR ARE DEEMED TO BE PURCHASING THE ORDINARY SHARES AS PRINCIPAL FOR THEIR OWN ACCOUNT IN ACCORDANCE WITH APPLICABLE CANADIAN SECURITIES LAWS, FOR INVESTMENT ONLY AND NOT WITH A VIEW TO RESALE OR REDISTRIBUTION; (II) NOT CREATED OR USED SOLELY TO PURCHASE OR HOLD THE ORDINARY SHARES AS AN ACCREDITED INVESTOR UNDER NI 45-106; AND (III) "PERMITTED CLIENTS" WITHIN THE MEANING OF NATIONAL INSTRUMENT 31-103 - REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN PCI-PAL PLC.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

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

The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Bookrunner or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Bookrunner to inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and do not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in 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; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, the Republic of South Africa or Japan. 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, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom.

Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UKMiFID II"); and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, finnCap will only procure investors (pursuant to the Placing) who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels. Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement should be read in its entirety.

By participating in the Placing (such participation to be confirmed in a recorded telephone conversation with the Bookrunner), each Placee will be deemed to have read and understood this Announcement, including these Terms and Conditions, in its entirety, to be participating and acquiring Placing Shares on the terms and conditions contained in this Announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

In particular, each such Placee irrevocably represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:

  • it is a Relevant Person and that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
  • in the case of any Placing Shares acquired by it within the United Kingdom as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, (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 the United Kingdom or to which the UK Prospectus Regulation otherwise applies other than UK Qualified Investors or in circumstances in which the prior consent of finnCap has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;
  • in the case of any Placing Shares acquired by it within the EEA as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, (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 EEA or to which the EU Prospectus Regulation otherwise applies other than EU Qualified Investors or in circumstances in which the prior consent of finnCap 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 EU Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;
  • it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in these Terms and Conditions;
  • it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in these Terms and Conditions; and
  • it (and any account referred to in paragraph 3 above) is located outside the United States and is acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.

 

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the Financial Conduct Authority ("FCA") in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in writing in any contract note sent to an individual Placee.

Each Placee, by participating in the Placing, agrees that the content of this Announcement are exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of the Bookrunner or the Company or any other person and none of the Bookrunner, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in this Announcement, including this Appendix, to be legal, tax, business or other advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

The Bookrunner will has entered into a "Placing Agreement" with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, the Bookrunner, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Issue Price.

The Placing Shares will, when issued, be subject to the memorandum and articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

Application for admission to trading

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM.

It is expected that Admission will take place on or around 8.00 a.m. on 7 May 2021 and that dealings in the Placing Shares on AIM will commence at the same time.

Principal terms of the Placing

  • The Bookrunner is acting as nominated adviser, financial adviser and broker to the Placing as agent for and on behalf of the Company.
  • Participation in the Placing will only be available to persons who may lawfully be, and are, invited by the Bookrunner to participate. The Bookrunner and any of its affiliates are entitled to participate in the Placing as principal.
  • The price per Placing Share (the "Issue Price") is fixed at 95 pence and is payable to the Bookrunner (as agent for the Company on the Placing) by all Placees.
  • Each Placee's allocation will be determined by the Bookrunner in its discretion following consultation with the Company and will be confirmed orally by the Bookrunner.
  • Each Placee's commitment will be confirmed in and evidenced by a recorded telephone call between representatives of the Bookrunner and the relevant Placee (the "Recorded Call"). This Announcement, including the terms and conditions set out in this Appendix, will be deemed incorporated into the contract which is entered into on the Recorded Call and will be legally binding on the relevant Placee(s) on behalf of whom the commitment is made with effect from the end of the Recorded Call and, except with the Bookrunner's prior written consent, will not be capable of variation or revocation after such time. Without prejudice to the foregoing, a contract note recording each Placee's commitment will be sent to them following the Recorded Call.
  • From the end of the relevant Recorded Call, each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Bookrunner (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.
  • Except as required by law or regulation, no press release or other announcement will be made by the Bookrunner or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
  • Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are 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".
  • All obligations 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 "Termination of the Placing".
  • By participating in the Placing, each Placee will agree 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.
  • To the fullest extent permissible by law and applicable FCA rules, neither:
    • the Bookrunner;
    • any of its affiliates, agents, advisers, directors, officers, consultants or employees; nor
    • to the extent not contained within (a) or (b), any person connected with the Bookrunner as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of the Bookrunner),

    shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither the Bookrunner nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Bookrunner's conduct of the Placing or of such alternative method of effecting the Placing as the Bookrunner and the Company may agree.

Registration and settlement

By participating in the Placing, 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 the Bookrunner in accordance with either the standing CREST or certificated settlement instructions which they have in place with the Bookrunner.

Settlement of transactions in the Placing Shares (ISIN: GB0009737155) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST will be on a delivery versus payment basis ("DVP") unless otherwise notified by the Bookrunner and is expected to occur on 7 May 2021 (the "Settlement Date"). However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Bookrunner may agree that the Placing Shares should be issued in certificated form. The Bookrunner reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as it deems necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located.

Interest is chargeable daily on payments not received from Placees on or before the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 3 percentage points above prevailing base rate of Barclays Bank plc as determined by the Bookrunner.

Each Placee is deemed to agree that if it does not comply with these obligations, the Bookrunner may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for the Bookrunner's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the Issue Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise (if any) upon the sale of its Placing Shares on its behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, any relevant contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of the Bookrunner under the Placing Agreement are, and the Placing is, conditional upon, inter alia:

  • the warranties contained in the Placing Agreement ("Warranties") being true and accurate in all material respects and not misleading when made on the date of the Placing Agreement and at Admission by reference to the facts and circumstances subsisting at that time;
  • the Subscription Agreement (i) not having been terminated or rescinded before Admission and (ii) having become unconditional in all respects save in respect of Admission and any condition in the Subscription Agreement as to the Placing Agreement becoming unconditional;
  • the Company having fully performed its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;
  • the Bookrunner not having exercised its right to terminate the Placing Agreement;
  • no matter arising that might give rise to a claim under the indemnity; and
  • Admission having become effective at or around 8.00 a.m. on 7 May 2021 or such later time as the Bookrunner may agree with the Company but in any event no later than 8.00 a.m. on 21 May 2021 (the "Long Stop Date");

(all conditions to the obligations of the Bookrunner included in the Placing Agreement being together, the "conditions").

If any of the conditions is not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Bookrunner may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.

The Bookrunner may, in its absolute discretion and upon such terms as it thinks fit, waive fulfilment of all or any of the conditions in the Placing Agreement in whole or in part, or extend the time provided for fulfilment of one or more conditions, save that certain conditions including the condition relating to Admission referred to in paragraph (f) above may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in these Terms and Conditions.

The Bookrunner may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Neither the Bookrunner nor any of its affiliates, agents, advisers, directors, officers or employees nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them 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 any of them may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Bookrunner.

Termination of the Placing

The Bookrunner may, in its absolute discretion, by notice to the Company, terminate the Placing Agreement at any time up to Admission if, inter alia:

  • any statement contained in any document or announcement issued or published by or on behalf of the Company in connection with the Placing ("Placing Documents") has become untrue or inaccurate in any material respect or misleading or any matter has arisen which would, if the Placing Documents were issued at that time, constitute a material omission from the Placing Documents or any of them or would otherwise render it untrue in any material respect or misleading;
  • any of the Warranties was untrue or inaccurate in any material respect or misleading when made and/or that any of the Warranties has ceased to be true or accurate in any material respect or has become misleading at any time prior to Admission, in each case by reference to the facts and circumstances subsisting at that time;
  • the Company is in breach of any provision of the Placing Agreement or otherwise fails to fully perform its obligations under the Placing Agreement;
  • there has been a breach by any party of any of its undertakings, warranties, covenants or obligations under the Subscription Agreement;
  • the Subscription Agreement is terminated or rescinded; or
  • there occurs a material adverse change in or an event having a serious adverse effect on the operations, properties, condition (financial or other), trading position or prospects or results of operations or general affairs of the Company (and its subsidiaries) taken as a whole such that in the reasonable opinion of the Bookrunner (acting in good faith) the Placing Shares cannot be placed successfully.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

By participating in the Placing, each Placee agrees with the Company and the Bookrunner that the exercise by the Company or the Bookrunner of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or the Bookrunner or for agreement between the Company and the Bookrunner (as the case may be) and that neither the Company nor the Bookrunner need make any reference to such Placee and that none of the Company, the Bookrunner nor any of their respective affiliates, agents, advisers, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it at any time after the end of the Recorded Call confirming the relevant Placee's allocation and commitment in the Placing.

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges, confirms and agrees (for itself and for any such prospective Placee) that (save where the Bookrunner expressly agrees in writing to the contrary):

  • it has read and understood this Announcement, including this Appendix, in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;
  • no offering document, prospectus or admission document has been or will be prepared in connection with the Placing and it has not received a prospectus, admission document or other offering document in connection with the Placing or the Placing Shares;
  • the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules and the Market Abuse Regulation (EU Regulation No. 596/2014 as it forms part of UK law as retained EU law as defined in, and by virtue of, the European Union (Withdrawal) Act 2018 ("UK MAR")), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;
  • it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial position and other aspects of the Company in accepting a participation in the Placing and neither the Bookrunner nor the Company nor any of their respective affiliates, agents, advisers, directors, officers or employees nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in the Announcement or the Publicly Available Information; nor has it requested the Bookrunner, the Company, any of their respective affiliates, agents, advisers, directors, employees or officers or any person acting on behalf of any of them to provide it with any such information;
  • neither the Bookrunner nor any person acting on behalf of it nor any of its affiliates, agents, directors, officers or employees has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for any fraudulent misrepresentation made by that person;
    • the only information on which it is entitled to rely on and on which it has relied in committing to acquire the Placing Shares is contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement and the Publicly Available Information;
    • neither the Bookrunner nor any of their respective affiliates, agents, directors, officers or employees have made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of this Announcement or the Publicly Available Information;
    • it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and
  • it has not relied on any investigation that the Bookrunner or any person acting on its behalf may have conducted with respect to the Company, the Placing or the Placing Shares;
  • the content of this Announcement and the other Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither the Bookrunner nor any persons acting on its behalf is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement or the other Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the other Publicly Available Information or otherwise. Nothing in these Terms and Conditions shall exclude any liability of any person for fraudulent misrepresentation;
  • it has the funds available to pay for the Placing Shares which it has agreed to acquire and acknowledges and agrees that it will pay the total subscription amount in accordance with this Announcement, including this Appendix, by the due time and date set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as the Bookrunner determines;
  • it and/or each person on whose behalf it is participating:
    • is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;
    • has fully observed such laws and regulations;
    • has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and
    • has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement, including this Appendix) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares;
  • it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired will not be, a resident of, or with an address in, or subject to the laws of, Australia, Canada, the Republic of South Africa or Japan, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, the Republic of South Africa or Japan and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;
  • it and the person(s), if any, for whose account and benefit it is subscribing for Placing Shares is, and at the time the Placing Shares are acquired will be, located outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;
  • it understands that the Placing Shares have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from the registration requirements of the Securities Act and, in each case, in accordance with applicable state securities laws; the Placing Shares will not be offered to the public in the United States and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;
  • it and the person(s), if any, for whose account and benefit it is subscribing for the Placing Shares is not acquiring the Placing Shares with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any state thereof;
  • it is not acquiring the Placing Shares as a result of any "directed selling efforts" (as such term is defined in Regulation S under the Securities Act);
  • it will not distribute, forward, transfer or otherwise transmit these Terms and Conditions and/or the Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
  • none of the Bookrunner, its affiliates and any person acting on behalf of any of them is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of the Bookrunner and that the Bookrunner has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
  • it will make payment to the Bookrunner for the Placing Shares allocated to it in accordance with these Terms and Conditions on or by 7 May 2021 (or if later the date of Admission (provided that the date of Admission is no later than the Long Stop Date) as notified to it by the Bookrunner), failing which the relevant Placing Shares may be placed with others on such terms as the Bookrunner determines in its absolute discretion without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement, including this Appendix) which may arise upon the sale of such Placee's Placing Shares on its behalf;
  • its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Bookrunner may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
  • no action has been or will be taken by any of the Company, the Bookrunner or any person acting on behalf of the Company or the Bookrunner that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;
  • the person who it specifies for registration as holder of the Placing Shares will be:
    • the Placee; or
    • a nominee of the Placee, as the case may be.
  • the Bookrunner and the Company will not be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to indemnify the Company and the Bookrunner in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of the Bookrunner or transferred to a CREST stock account of the Bookrunner who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;
  • the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;
  • if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
  • it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or in the EEA except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA or an offer to the public in the UK or any member state of the EEA within the meaning of the UK Prospectus Regulation and the EU Prospectus Regulation;
  • if within the United Kingdom, it is a person falling within Article 19(5) and/or Article 49(2)(a) to (d) of the Order and is a UK Qualified Investor or is a person to whom this Announcement may otherwise be lawfully communicated;
  • any offer of Placing Shares may only be directed at persons in member states of the EEA who are EU Qualified Investors and represents and agrees that, in the EEA, it is such an EU Qualified Investor;
  • if within the United Kingdom it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom or to which the UK Prospectus Regulation otherwise applies other than to UK Qualified Investors, or in circumstances in which the prior consent of finnCap has been given to the proposed offer or resale;
  • if within the EEA it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA or to which the EU Prospectus Regulation otherwise applies other than to EU Qualified Investors, or in circumstances in which the prior consent of finnCap has been given to the proposed offer or resale;
  • it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
  • it has complied and it will comply with all applicable laws in any jurisdiction with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA in respect of anything done in, from or otherwise involving the United Kingdom);
  • if it has received any inside information (for the purposes of UK MAR and/or section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in advance of the Placing, it has not:
    • dealt (or attempted to deal) in the securities of the Company;
    • encouraged, recommended or induced another person to deal in the securities of the Company; or
    • unlawfully disclosed such information to any person, prior to the information being made publicly available;
  • neither the Bookrunner, the Company nor any of their respective affiliates, agents, advisers, directors, officers or employees nor any person acting on behalf of the Bookrunner or its affiliates, agents, directors, officers or employees is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of any of the Bookrunner's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
  • the Bookrunner and its affiliates, acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement, including in this Appendix, to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, the Bookrunner and/or any of its affiliates acting as an investor for its or their own account(s). Neither the Bookrunner nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;
  • it:
    • has complied, and will comply, with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017;
    • is not a person:
      • with whom transactions are prohibited under the US 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;
      • named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or
      • subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law,

      (all such statutes, rules and regulations referred to in this paragraph 32 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 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 the Bookrunner such evidence, if any, as to the identity or location or legal status of any person which it may request from it in connection with the Placing (for the purpose of complying with the 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 the Bookrunner on the basis that any failure by it to do so may result in the number of Placing Shares that are to be acquired by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Bookrunner may decide at its sole discretion;

  • in order to ensure compliance with the Regulations, the Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to the Bookrunner or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the Bookrunner's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the Bookrunner's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity the Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either the Bookrunner and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
  • it acknowledges that its commitment to acquire Placing Shares on the terms and conditions set out in this Announcement will continue notwithstanding any amendment that may in future be made to this Announcement of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Bookrunner's conduct of the Placing;
  • it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;
  • it irrevocably appoints any duly authorised officer of the Bookrunner as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares which it agrees to acquire upon the these Terms and Conditions;
  • the Company, the Bookrunner and others (including each of their respective affiliates, agents, advisers, directors, officers and employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to the Bookrunner on its own behalf and on behalf of the Company and are irrevocable;
  • it is acting as principal only in respect of the Placing or, if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it is duly authorised to do so and it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;
  • time is of the essence as regards its obligations under these Terms and Conditions;
  • any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the Bookrunner;
  • the Placing Shares will be issued subject to this Announcement, including this Appendix; and
  • this Announcement, including this Appendix and all documents into which this Announcement, including this Appendix, is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire Placing Shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute (contractual or otherwise) or matter arising out of or in connection with such contract except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with interest chargeable thereon) may be taken by the Company or the Bookrunner 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.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, the Bookrunner and each of their respective affiliates, agents, directors, officers and employees 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 given by the Placee (and any person acting on such Placee's behalf) in this Announcement, including this Appendix, or incurred by the Bookrunner, the Company or each of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in this Announcement, including this Appendix, and further agrees that the provisions of this Announcement, including this Appendix, shall survive after the completion of the Placing.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company. Such agreement assumes that the Placing Shares are not being acquired 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 related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor the Bookrunner shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and they should notify the Bookrunner accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect 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 non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Bookrunner in the event that either the Company and/or the Bookrunner have incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements and undertakings contained in this Announcement, including this Appendix, are given to the Bookrunner for itself and on behalf of the Company and are irrevocable.

finnCap is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and finnCap will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement, including this Appendix.

Each Placee and any person acting on behalf of the Placee acknowledges that the Bookrunner does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Bookrunner may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.

When a Placee or any person acting on behalf of the Placee is dealing with the Bookrunner, any money held in an account with the Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from the Bookrunner's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

In this Announcement, including this Appendix, any words following the terms "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

References to time in this Announcement are to London time, unless otherwise stated.

All times and dates in this Announcement, including this Appendix, may be subject to amendment. Placees will be notified of any changes.

No statement in this Announcement, including this Appendix, is intended to be a profit forecast or estimate, and no statement in this Announcement, including this Appendix, should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement, including this Appendix.

DEFINITIONS

The following definitions apply to this Announcement, including this Appendix:

Admission

admission of the Placing Shares and the Subscription Shares to trading on AIM becoming effective within the meaning of Rule 6 of the AIM Rules for Companies issued by London Stock Exchange

AIM

AIM, a market operated by the London Stock Exchange

Bookrunner

finnCap Ltd registered in England and Wales under number 06198898 whose registered office is at 60 New Broad Street, London EC2M 1JJ (together with its affiliates)

Company

PCI-PAL PLC registered in England and Wales under number 03869545 whose registered office is at 7 Gamma Terrace, Ransomes Europark, Ipswich, Suffolk IP3 9FF

CREST

the computerised settlement system to facilitate transfer of the title to an interest in securities in uncertificated form operated by Euroclear UK & Ireland

Euroclear UK & Ireland

Euroclear UK & Ireland Limited

Issue Price

95 pence per Placing Share

London Stock Exchange

London Stock Exchange plc

Ordinary Shares

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

Placees

persons who agree to subscribe for Placing Shares at the Issue Price

Placing

the conditional placing of the Placing Shares by the Bookrunner on behalf of the Company at the Issue Price, in accordance with the Placing Agreement

Placing Agreement

the conditional placing agreement relating to the Placing of the Placing Shares between the Company and the Bookrunner

Placing Shares

up to 5,139,473 new Ordinary Shares to be issued in connection with the Placing

Regulation S

Regulation S under the Securities Act

Securities Act

the U.S. Securities Act of 1933, as amended

Shareholders

holders of Ordinary Shares

Subscriber

Burgundy Asset Management Ltd

Subscription

the subscription for the Subscription Shares by Subscriber pursuant to the terms of the Subscription Agreement

Subscription Agreement

the agreement entered into by the Company and the Subscriber in connection with the Subscription

Subscription Shares

the 650,000 new Ordinary Shares to be issued to the Subscriber pursuant to the terms of the Subscription Agreement

Proposed Placing to raise £5.5 million to accelerate global growth

Apr 30, 2021, 06:25 AM by paul.alleway Alleway

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF MAR.

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

PCI-PAL PLC (AIM: PCIP), the global cloud provider of secure payment solutions for business communications, today announces its intention to conduct a fundraising to raise gross proceeds of up to approximately £5.5 million through a placing to new and existing institutional investors (the "Placing") of new ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") by way of an accelerated bookbuild (the "Bookbuild") and a separate direct subscription for new Ordinary Shares (the "Subscription", together with the Placing the "Fundraising").

 

Highlights

  • Proposed Fundraising of up to 5,789,473 Ordinary Shares at a price of 95 pence per Ordinary Share (the "Issue Price") to raise gross proceeds for the Company of up to £5.5 million
  • The net proceeds of the Fundraising receivable by the Company will be used to fund the Company's further expansion into the new territories of Mainland Europe, Canada and Australia.
  • The net proceeds of the Fundraising should allow the Company to accelerate long-term growth through targeting a larger addressable market underpinned by the Company's high margin, scalable, globally available SaaS technology platform.
  • The Placing is to be conducted by way of an accelerated bookbuild process which will commence immediately following this Announcement and will be subject to the terms and conditions set out in the Appendix to this Announcement.
  • The Placing Price represents a discount of approximately 9 per cent. to the closing mid-market price of an Ordinary Share on 29 April 2021, being the last trading day prior to this Announcement.

This Announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Placing and any participation in the Placing that is described in the Appendix to this Announcement (which forms part of this Announcement).

 

The Fundraising

It is expected that up to approximately 5,789,473 new Ordinary Shares will be issued pursuant to the Fundraising, which would represent up to approximately 9.7 per cent. of the Company's current issued share capital (excluding shares held in treasury). The Fundraising will be effected pursuant to existing authorities of the Company, granted at the Company's annual general meeting on 5 November 2020 permitting it to issue new Ordinary Shares on a non pre-emptive basis.

The Placing is being made available to institutional investors and is not being made available to the public. PCI Pal has entered into a placing agreement with finnCap Ltd ("finnCap") to act as bookrunner (the "Bookrunner") in relation to the Placing.

The Placing is subject to the satisfaction of certain conditions set out in this Announcement and the appendices hereto and is being conducted by way of the Bookbuild which will be launched with immediate effect following release of this Announcement. The timing of the closing of the Bookbuild, the number of new Ordinary Shares issued pursuant to the Placing and Subscription and allocations are at the sole discretion of the Company and the Bookrunner. The Bookrunner reserves the right to close the Bookbuild without further notice. There can be no certainty that the Fundraising will complete. The Fundraising is being undertaken on a reasonable endeavours basis and is not being underwritten.

A further announcement following the close of the Bookbuild, confirming the final details of the Fundraising is expected to be made in due course.

The ticker for the Company's ordinary shares is PCIP. The Company's LEI is 213800XTX34IQYMYES95.

 

For further information, please contact:

PCI-PAL PLC

Via Walbrook PR

James Barham - Chief Executive Officer

William Good - Chief Financial Officer

 

 

 

finnCap (Nominated Adviser and Broker)

 

+44 (0) 20 7227 0500

Marc Milmo/Simon Hicks/Fergus Sullivan (Corporate Finance)

Richard Chambers (Corporate Broking)

 

 
  

Walbrook PR

+44 (0) 20 7933 8780

Tom Cooper/Paul Vann

+44 (0) 797 122 1972

 

[email protected]

 

About PCI Pal:

PCI Pal is a leading provider of Software-as-a-Service ("SaaS") solutions that empower companies to take payments from their customers securely, adhere to strict industry governance, and remove their business from the significant risks posed by non-compliance and data loss.  Our products secure payments and data in any business communications environment including voice, chat, social, email, and contact centre.  We are integrated to, and resold by, some of the worlds' leading business communications vendors, as well as major payment service providers.

The entirety of our product-base is available from our global cloud platform hosted in Amazon Web Services ("AWS"), with regional instances across EMEA, North America, and ANZ. 

 

 

IMPORTANT NOTICES AND DISCLAIMER

This Announcement has been issued by and is the sole responsibility of the Company.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This Announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation (as defined below)) to be published.

This Announcement is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investment and who are: (a) if in a member state of the European Economic Area, "qualified investors" as defined in Article 2(e) of Regulation (EU) 2017/1129(the "EU Prospectus Regulation") ("EU Qualified Investors");  (b) if in the United Kingdom, "qualified investors" as defined in Article 2€ of the EU Prospectus Regulation which forms part of retained EU law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") and who (i) fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) fall within  article 49(2)(a) to (d) of the Order and are "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000 (as amended) (the "FSMA"); (c) persons in Canada that are (i) "accredited investors" within the meaning of section 1.1 of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") or subsection 73.3(1) of the Securities Act (Ontario), as applicable, and that are either purchasing the Ordinary Shares as principal for their own account, or are deemed to be purchasing the Ordinary Shares as principal for their own account in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) not created or used solely to purchase or hold the Ordinary Shares as an accredited investor under NI 45-106; and (iii) "permitted clients" within the meaning of National Instrument 31-103 - Registration Requirements, Exemptions And Ongoing Registrant Obligations and (e) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "relevant persons"). Any investment in connection with the Placing will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this Announcement or any of its contents.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the UK only in circumstances in which section 21(1) of FSMA does not apply.

finnCap Ltd, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as Nominated Adviser, broker and sole bookrunner to the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of finnCap nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on finnCap by the FSMA or by the regulatory regime established under it, and except in the event of their committing fraud, neither finnCap nor any of its respective affiliates accepts any responsibility whatsoever for the accuracy, completeness or sufficiency of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of finnCap or any of its respective affiliates in connection with the Company, the Ordinary Shares or the Fundraising. finnCap and each of its respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement.

The distribution of this Announcement and the offering of the Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or finnCap 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 finnCap 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 "aim", "anticipate", "believe", "intend", "plan" "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 the 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, except as required by applicable law or regulation, neither the Company nor finnCap nor their respective affiliates assume 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.

No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

The New Ordinary Shares to be issued pursuant to the Fundraising will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Fundraising. Any investment decision to buy Ordinary Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by finnCap. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

 

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UKMiFID II"); and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, finnCap will only procure investors (pursuant to the Placing) who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels. Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

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

INTRODUCTION

The Company today announces a proposed issue of Ordinary Shares at a placing price of 95 pence per Ordinary Share, to raise gross proceeds receivable by the Company of up to £5.5 million. An Issue Price of 95 pence represents a discount of approximately 9 per cent. to the closing mid-market price of an Ordinary Share of 104.5 pence on 29 April 2021, (being the latest practicable business day prior to the date of this Announcement).

The Board intends to use the net proceeds of the Fundraising to fund the expansion of the Company into new territories of Mainland Europe, Canada and Australia. Further information on the Company's use of proceeds is set out below.

The Ordinary Shares are being issued under the Company's existing shareholder authorities and it is expected that they will be admitted to trading on AIM on or around 7 May 2021.

The Placing is subject to the satisfaction of certain conditions set out in this announcement and the appendices hereto ("Appendices") (together, this "Announcement") and is being conducted by way of an accelerated bookbuild, which will be launched immediately following the publication of this Announcement. finnCap Ltd ("finnCap") is acting as Nominated Adviser and Broker in connection with the Placing. The number of Placing Shares which are to be placed at the Placing Price will be determined at the close of the Bookbuilding Process. The timing of the closing of the Bookbuilding Process and the allocations are at the absolute discretion of finnCap and the Company. Details of the number of Placing Shares to be placed will be announced as soon as practicable after the close of the Bookbuilding Process. The Placing is not being underwritten by finnCap.

The Fundraising is conditional, inter alia, on the Placing Agreement between the Company and finnCap becoming unconditional and not being terminated (in accordance with its terms).

Background to the Fundraising and Use of Proceeds

The directors believe the Company has continued to make excellent progress against its key growth metrics as the Board seeks to deliver against its ambition to become the preferred solution provider that organisations turn to globally for achieving payment security and PCI compliance in customer engagement environments.  The progress being made by the Company is a result of its focus on three strategic pillars that is incorporated into the Company's stated objectives: serving products from a true cloud environment; available globally; with a sales model that leverages the strengths of large and often global channel partners.

A key constituent of the Company's success over the last few years, the directors believe, has been that it was the first to bring a true cloud, secure payment technology solution to the contact centre market, and making the solution available globally.  Having set out a key strategic objective to be the leader in cloud-based secure payment services to the business communications market, over the last three years the Company has already expanded its platform to reach across multiple regions in EMEA, North America, and Australia. 

This has been achieved through a proportion of direct sales but more so through a channel partner sales model that has enabled the Company to consistently add new reseller partners to its ecosystem, many of whom are global cloud-based vendors themselves.  The Company provides full on-boarding to these partners allowing it, where possible, to integrate with their own solution offerings thus providing these partners with easy-to-deploy PCI compliant payment solutions that they can sell alongside their own core product offerings.

Through its early commitment to build a channel sales business, the Company continues to have  a growing ecosystem of partners including some of the best-known names in the business communications and payments markets.  The contact centre market is by majority made up of small to medium size sites (those with less than 250 agent seats).  For example, in the US alone, there are over 37,000 contact centres (94% of all contact centres in the region) with less than 250 seats.  The Company's ability to market, engage, and sell to this majority end of the market, via its channel ecosystem, is critical to realising the Company's true scale potential. A key aspect of the Company's model is that it does not focus on one particular sector of the market. It is able to successfully sell to small to medium size customers, leveraging its partners existing routes to market to address smaller customers in volume. The Company can as well sell, both through partners and directly, to the larger enterprise end of the contact centre market.

Given the progress made by the Company, the Directors believe that it has established the foundations to open up its Serviceable Addressable Market ("SAM") to maintain the Company's strong revenue growth over the longer term.  Whilst the Company's existing core markets of the USA and the UK have, in aggregate a total of approximately 4.4 million contact centre seats, the markets of Mainland Europe, Australia and Canada offer an exciting opportunity to significantly increase the Company's SAM. Mainland Europe has approximately 2.1 million contact centre seats, Canada has approximately 0.5 million contact centre seats with Australia having approximately 0.3 million contact centre seats. PCI Compliance is a global requirement and the Company has already made opportunistic sales into these regions both directly and through existing channel partners.   The Board believes by proactively growing its presence into these territories that it will potentially increase its SAM by 40 per cent.

The Company is therefore seeking to raise £5.5 million to fund its expansion into these new territories of Mainland Europe, Canada, and Australia. The Board believes that the funds raised will assist the Board's objectives to deliver strong revenue growth over the longer term. The proceeds raised will be used as follows:

  • Sales and marketing expansion: Increase marketing expenditure and grow the Company's sales teams regionally so as to drive sales traction in the new territories both direct and through existing and new channel partners; and

     

  • Investment in Partner and Customer Success: hiring resource into the Company's partner and customer success team in both North America and EMEA so as to continue to maintain the Company's low levels of churn and driving positive net retention over the longer term; and

     

  • Continued investment into engineering and product: The Company will continue to ensure it invests in its technology so as to further accelerate the evolution and efficiencies of the Company's core product set and features.

     

 

 

Current trading and prospects

The Board released its interim results for the six months to 31 December 2020 on 8 March 2021. In the six months to 31 December 2020, revenue increased by 56 per cent. year on year to £3.19 million with 86 per cent. of revenues being recurring. New ACV (annual contract value) in the period was £1.68 million so that as at 31 December 2020, Total Contracted ACV (TACV) was £8.3 million, up from £6.75 million at 30 June 2020.

Since 31 December 2020 the Group's trading has continued to be strong. 51 new customer contracts have been added between 1 January 2021 and 31 March 2021 with these contracts having an ACV of £0.83 million. As at 31 March 2021, TACV was £8.9 million. Time-to-go-live remains in line with management expectations which is an important KPI for the board, and as at 31 March 2021 cash stood at £4.99 million with net cash of £3.16 million.

 

Details of the Placing

Pursuant to the placing agreement, dated 30 April 2021 between finnCap and the Company (the "Placing Agreement"), finnCap has conditionally agreed, as an agent of the Company, to use its reasonable endeavours to procure subscribers for the new Ordinary Shares subject to the Placing (the "Placing Shares"). The Placing is conditional upon, inter alia, admission of the Placing Shares and the Subscription Shares (as defined below) to trading on AIM ("Admission") becoming effective on or before 8.00 a.m. (London time) on 7 May 2021 or such later date as may be agreed between finnCap and Company, but in any event no later than 8.00 a.m. (London time) on 21 May 2021, and the Placing Agreement and the Subscription Agreement (as defined below) not having been terminated prior to Admission. The Placing Shares will rank equally in all respects with the Company's existing Ordinary Shares. The Placing is not being underwritten.  The maximum number of Placing Shares is 5,789,473.

 

Details of the Subscription

On 30 April 2021, the Company entered into a subscription agreement ("Subscription Agreement") with Burgundy Asset Management Ltd. (the "Subscriber") pursuant to which the Subscriber conditionally agreed to subscribe for 650,000 Ordinary Shares ("Subscription Shares").  The Subscription Agreement is conditional upon, inter alia, (i) Admission and (ii) the Placing Agreement becoming unconditional in all respects (save for (i) any condition relation to Admission and (ii) any condition in the Placing Agreement as to the Subscription Agreement becoming unconditional).  Under the Subscription Agreement, the Company gives certain warranties to the Subscriber.  The Subscriber can terminate the Subscription Agreement prior to Admission if there is a breach of warranty which has a material adverse impact on the financial position of the Company in the context of the Subscription or if any of the conditions cannot be fulfilled. 

This announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Bookbuild described in the Appendix to this announcement (which forms part of this announcement).

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this announcement in its entirety (including the Appendix), and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

 

Proposed Director Participation

James Barham, the CEO of the Company, has indicated that he intends to participate in the Placing. Should he do so, then such participation will be regarded as a related party transaction for the purposes of the AIM Rules.

 

 

 

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.

THIS ANNOUNCEMENT, INCLUDING THE TERMS AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(e) OF THE PROSPECTUS REGULATION (REGULATION (EU_2017/1129) (THE "EU PROSPECTUS REGULATION") ("EU QUALIFIED INVESTORS"); (2) IF IN THE UNITED KINGDOM, "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(e) OF THE EU PROSPECTUS REGULATION, WHICH FORMS PART OF RETAINED EU LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") AND WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER AND ARE  "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") ("UK QUALIFIED INVESTORS") AND (C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT; (3) IF RESIDENT IN CANADA, (I) "ACCREDITED INVESTORS" WITHIN THE MEANING OF SECTION 1.1 OF NATIONAL INSTRUMENT 45-106 - PROSPECTUS EXEMPTIONS ("NI 45-106") OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AS APPLICABLE, AND THAT ARE EITHER PURCHASING THE ORDINARY SHARES AS PRINCIPAL FOR THEIR OWN ACCOUNT, OR ARE DEEMED TO BE PURCHASING THE ORDINARY SHARES AS PRINCIPAL FOR THEIR OWN ACCOUNT IN ACCORDANCE WITH APPLICABLE CANADIAN SECURITIES LAWS, FOR INVESTMENT ONLY AND NOT WITH A VIEW TO RESALE OR REDISTRIBUTION; (II) NOT CREATED OR USED SOLELY TO PURCHASE OR HOLD THE ORDINARY SHARES AS AN ACCREDITED INVESTOR UNDER NI 45-106; AND (III) "PERMITTED CLIENTS" WITHIN THE MEANING OF NATIONAL INSTRUMENT 31-103 - REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN PCI-PAL PLC.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

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

The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Bookrunner or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Bookrunner to inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and do not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in 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; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, the Republic of South Africa or Japan. 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, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom.

Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UKMiFID II"); and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, finnCap will only procure investors (pursuant to the Placing) who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels. Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement should be read in its entirety.

By participating in the Placing (such participation to be confirmed in a recorded telephone conversation with the Bookrunner), each Placee will be deemed to have read and understood this Announcement, including these Terms and Conditions, in its entirety, to be participating and acquiring Placing Shares on the terms and conditions contained in this Announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

In particular, each such Placee irrevocably represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:

  • it is a Relevant Person and that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
  • in the case of any Placing Shares acquired by it within the United Kingdom as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, (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 the United Kingdom or to which the UK Prospectus Regulation otherwise applies other than UK Qualified Investors or in circumstances in which the prior consent of finnCap has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;
  • in the case of any Placing Shares acquired by it within the EEA as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, (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 EEA or to which the EU Prospectus Regulation otherwise applies other than EU Qualified Investors or in circumstances in which the prior consent of finnCap 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 EU Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;
  • it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in these Terms and Conditions;
  • it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in these Terms and Conditions; and
  • it (and any account referred to in paragraph 3 above) is located outside the United States and is acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.

 

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the Financial Conduct Authority ("FCA") in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in writing in any contract note sent to an individual Placee.

Each Placee, by participating in the Placing, agrees that the content of this Announcement are exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of the Bookrunner or the Company or any other person and none of the Bookrunner, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in this Announcement, including this Appendix, to be legal, tax, business or other advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

The Bookrunner will has entered into a "Placing Agreement" with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, the Bookrunner, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Issue Price.

The Placing Shares will, when issued, be subject to the memorandum and articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

Application for admission to trading

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM.

It is expected that Admission will take place on or around 8.00 a.m. on 7 May 2021 and that dealings in the Placing Shares on AIM will commence at the same time.

Principal terms of the Placing

  • The Bookrunner is acting as nominated adviser, financial adviser and broker to the Placing as agent for and on behalf of the Company.
  • Participation in the Placing will only be available to persons who may lawfully be, and are, invited by the Bookrunner to participate. The Bookrunner and any of its affiliates are entitled to participate in the Placing as principal.
  • The price per Placing Share (the "Issue Price") is fixed at 95 pence and is payable to the Bookrunner (as agent for the Company on the Placing) by all Placees.
  • Each Placee's allocation will be determined by the Bookrunner in its discretion following consultation with the Company and will be confirmed orally by the Bookrunner.
  • Each Placee's commitment will be confirmed in and evidenced by a recorded telephone call between representatives of the Bookrunner and the relevant Placee (the "Recorded Call"). This Announcement, including the terms and conditions set out in this Appendix, will be deemed incorporated into the contract which is entered into on the Recorded Call and will be legally binding on the relevant Placee(s) on behalf of whom the commitment is made with effect from the end of the Recorded Call and, except with the Bookrunner's prior written consent, will not be capable of variation or revocation after such time. Without prejudice to the foregoing, a contract note recording each Placee's commitment will be sent to them following the Recorded Call.
  • From the end of the relevant Recorded Call, each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Bookrunner (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.
  • Except as required by law or regulation, no press release or other announcement will be made by the Bookrunner or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
  • Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are 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".
  • All obligations 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 "Termination of the Placing".
  • By participating in the Placing, each Placee will agree 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.
  • To the fullest extent permissible by law and applicable FCA rules, neither:
    • the Bookrunner;
    • any of its affiliates, agents, advisers, directors, officers, consultants or employees; nor
    • to the extent not contained within (a) or (b), any person connected with the Bookrunner as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of the Bookrunner),

    shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither the Bookrunner nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Bookrunner's conduct of the Placing or of such alternative method of effecting the Placing as the Bookrunner and the Company may agree.

Registration and settlement

By participating in the Placing, 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 the Bookrunner in accordance with either the standing CREST or certificated settlement instructions which they have in place with the Bookrunner.

Settlement of transactions in the Placing Shares (ISIN: GB0009737155) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST will be on a delivery versus payment basis ("DVP") unless otherwise notified by the Bookrunner and is expected to occur on 7 May 2021 (the "Settlement Date"). However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Bookrunner may agree that the Placing Shares should be issued in certificated form. The Bookrunner reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as it deems necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located.

Interest is chargeable daily on payments not received from Placees on or before the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 3 percentage points above prevailing base rate of Barclays Bank plc as determined by the Bookrunner.

Each Placee is deemed to agree that if it does not comply with these obligations, the Bookrunner may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for the Bookrunner's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the Issue Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise (if any) upon the sale of its Placing Shares on its behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, any relevant contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of the Bookrunner under the Placing Agreement are, and the Placing is, conditional upon, inter alia:

  • the warranties contained in the Placing Agreement ("Warranties") being true and accurate in all material respects and not misleading when made on the date of the Placing Agreement and at Admission by reference to the facts and circumstances subsisting at that time;
  • the Subscription Agreement (i) not having been terminated or rescinded before Admission and (ii) having become unconditional in all respects save in respect of Admission and any condition in the Subscription Agreement as to the Placing Agreement becoming unconditional;
  • the Company having fully performed its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;
  • the Bookrunner not having exercised its right to terminate the Placing Agreement;
  • no matter arising that might give rise to a claim under the indemnity; and
  • Admission having become effective at or around 8.00 a.m. on 7 May 2021 or such later time as the Bookrunner may agree with the Company but in any event no later than 8.00 a.m. on 21 May 2021 (the "Long Stop Date");

(all conditions to the obligations of the Bookrunner included in the Placing Agreement being together, the "conditions").

If any of the conditions is not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Bookrunner may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.

The Bookrunner may, in its absolute discretion and upon such terms as it thinks fit, waive fulfilment of all or any of the conditions in the Placing Agreement in whole or in part, or extend the time provided for fulfilment of one or more conditions, save that certain conditions including the condition relating to Admission referred to in paragraph (f) above may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in these Terms and Conditions.

The Bookrunner may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Neither the Bookrunner nor any of its affiliates, agents, advisers, directors, officers or employees nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them 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 any of them may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Bookrunner.

Termination of the Placing

The Bookrunner may, in its absolute discretion, by notice to the Company, terminate the Placing Agreement at any time up to Admission if, inter alia:

  • any statement contained in any document or announcement issued or published by or on behalf of the Company in connection with the Placing ("Placing Documents") has become untrue or inaccurate in any material respect or misleading or any matter has arisen which would, if the Placing Documents were issued at that time, constitute a material omission from the Placing Documents or any of them or would otherwise render it untrue in any material respect or misleading;
  • any of the Warranties was untrue or inaccurate in any material respect or misleading when made and/or that any of the Warranties has ceased to be true or accurate in any material respect or has become misleading at any time prior to Admission, in each case by reference to the facts and circumstances subsisting at that time;
  • the Company is in breach of any provision of the Placing Agreement or otherwise fails to fully perform its obligations under the Placing Agreement;
  • there has been a breach by any party of any of its undertakings, warranties, covenants or obligations under the Subscription Agreement;
  • the Subscription Agreement is terminated or rescinded; or
  • there occurs a material adverse change in or an event having a serious adverse effect on the operations, properties, condition (financial or other), trading position or prospects or results of operations or general affairs of the Company (and its subsidiaries) taken as a whole such that in the reasonable opinion of the Bookrunner (acting in good faith) the Placing Shares cannot be placed successfully.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

By participating in the Placing, each Placee agrees with the Company and the Bookrunner that the exercise by the Company or the Bookrunner of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or the Bookrunner or for agreement between the Company and the Bookrunner (as the case may be) and that neither the Company nor the Bookrunner need make any reference to such Placee and that none of the Company, the Bookrunner nor any of their respective affiliates, agents, advisers, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it at any time after the end of the Recorded Call confirming the relevant Placee's allocation and commitment in the Placing.

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges, confirms and agrees (for itself and for any such prospective Placee) that (save where the Bookrunner expressly agrees in writing to the contrary):

  • it has read and understood this Announcement, including this Appendix, in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;
  • no offering document, prospectus or admission document has been or will be prepared in connection with the Placing and it has not received a prospectus, admission document or other offering document in connection with the Placing or the Placing Shares;
  • the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules and the Market Abuse Regulation (EU Regulation No. 596/2014 as it forms part of UK law as retained EU law as defined in, and by virtue of, the European Union (Withdrawal) Act 2018 ("UK MAR")), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;
  • it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial position and other aspects of the Company in accepting a participation in the Placing and neither the Bookrunner nor the Company nor any of their respective affiliates, agents, advisers, directors, officers or employees nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in the Announcement or the Publicly Available Information; nor has it requested the Bookrunner, the Company, any of their respective affiliates, agents, advisers, directors, employees or officers or any person acting on behalf of any of them to provide it with any such information;
  • neither the Bookrunner nor any person acting on behalf of it nor any of its affiliates, agents, directors, officers or employees has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for any fraudulent misrepresentation made by that person;
    • the only information on which it is entitled to rely on and on which it has relied in committing to acquire the Placing Shares is contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement and the Publicly Available Information;
    • neither the Bookrunner nor any of their respective affiliates, agents, directors, officers or employees have made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of this Announcement or the Publicly Available Information;
    • it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and
  • it has not relied on any investigation that the Bookrunner or any person acting on its behalf may have conducted with respect to the Company, the Placing or the Placing Shares;
  • the content of this Announcement and the other Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither the Bookrunner nor any persons acting on its behalf is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement or the other Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the other Publicly Available Information or otherwise. Nothing in these Terms and Conditions shall exclude any liability of any person for fraudulent misrepresentation;
  • it has the funds available to pay for the Placing Shares which it has agreed to acquire and acknowledges and agrees that it will pay the total subscription amount in accordance with this Announcement, including this Appendix, by the due time and date set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as the Bookrunner determines;
  • it and/or each person on whose behalf it is participating:
    • is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;
    • has fully observed such laws and regulations;
    • has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and
    • has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement, including this Appendix) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares;
  • it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired will not be, a resident of, or with an address in, or subject to the laws of, Australia, Canada, the Republic of South Africa or Japan, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, the Republic of South Africa or Japan and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;
  • it and the person(s), if any, for whose account and benefit it is subscribing for Placing Shares is, and at the time the Placing Shares are acquired will be, located outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;
  • it understands that the Placing Shares have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from the registration requirements of the Securities Act and, in each case, in accordance with applicable state securities laws; the Placing Shares will not be offered to the public in the United States and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;
  • it and the person(s), if any, for whose account and benefit it is subscribing for the Placing Shares is not acquiring the Placing Shares with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any state thereof;
  • it is not acquiring the Placing Shares as a result of any "directed selling efforts" (as such term is defined in Regulation S under the Securities Act);
  • it will not distribute, forward, transfer or otherwise transmit these Terms and Conditions and/or the Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
  • none of the Bookrunner, its affiliates and any person acting on behalf of any of them is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of the Bookrunner and that the Bookrunner has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
  • it will make payment to the Bookrunner for the Placing Shares allocated to it in accordance with these Terms and Conditions on or by 7 May 2021 (or if later the date of Admission (provided that the date of Admission is no later than the Long Stop Date) as notified to it by the Bookrunner), failing which the relevant Placing Shares may be placed with others on such terms as the Bookrunner determines in its absolute discretion without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement, including this Appendix) which may arise upon the sale of such Placee's Placing Shares on its behalf;
  • its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Bookrunner may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
  • no action has been or will be taken by any of the Company, the Bookrunner or any person acting on behalf of the Company or the Bookrunner that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;
  • the person who it specifies for registration as holder of the Placing Shares will be:
    • the Placee; or
    • a nominee of the Placee, as the case may be.
  • the Bookrunner and the Company will not be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to indemnify the Company and the Bookrunner in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of the Bookrunner or transferred to a CREST stock account of the Bookrunner who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;
  • the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;
  • if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
  • it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or in the EEA except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA or an offer to the public in the UK or any member state of the EEA within the meaning of the UK Prospectus Regulation and the EU Prospectus Regulation;
  • if within the United Kingdom, it is a person falling within Article 19(5) and/or Article 49(2)(a) to (d) of the Order and is a UK Qualified Investor or is a person to whom this Announcement may otherwise be lawfully communicated;
  • any offer of Placing Shares may only be directed at persons in member states of the EEA who are EU Qualified Investors and represents and agrees that, in the EEA, it is such an EU Qualified Investor;
  • if within the United Kingdom it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom or to which the UK Prospectus Regulation otherwise applies other than to UK Qualified Investors, or in circumstances in which the prior consent of finnCap has been given to the proposed offer or resale;
  • if within the EEA it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA or to which the EU Prospectus Regulation otherwise applies other than to EU Qualified Investors, or in circumstances in which the prior consent of finnCap has been given to the proposed offer or resale;
  • it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
  • it has complied and it will comply with all applicable laws in any jurisdiction with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA in respect of anything done in, from or otherwise involving the United Kingdom);
  • if it has received any inside information (for the purposes of UK MAR and/or section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in advance of the Placing, it has not:
    • dealt (or attempted to deal) in the securities of the Company;
    • encouraged, recommended or induced another person to deal in the securities of the Company; or
    • unlawfully disclosed such information to any person, prior to the information being made publicly available;
  • neither the Bookrunner, the Company nor any of their respective affiliates, agents, advisers, directors, officers or employees nor any person acting on behalf of the Bookrunner or its affiliates, agents, directors, officers or employees is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of any of the Bookrunner's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
  • the Bookrunner and its affiliates, acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement, including in this Appendix, to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, the Bookrunner and/or any of its affiliates acting as an investor for its or their own account(s). Neither the Bookrunner nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;
  • it:
    • has complied, and will comply, with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017;
    • is not a person:
      • with whom transactions are prohibited under the US 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;
      • named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or
      • subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law,

      (all such statutes, rules and regulations referred to in this paragraph 32 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 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 the Bookrunner such evidence, if any, as to the identity or location or legal status of any person which it may request from it in connection with the Placing (for the purpose of complying with the 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 the Bookrunner on the basis that any failure by it to do so may result in the number of Placing Shares that are to be acquired by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Bookrunner may decide at its sole discretion;

  • in order to ensure compliance with the Regulations, the Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to the Bookrunner or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the Bookrunner's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the Bookrunner's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity the Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either the Bookrunner and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
  • it acknowledges that its commitment to acquire Placing Shares on the terms and conditions set out in this Announcement will continue notwithstanding any amendment that may in future be made to this Announcement of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Bookrunner's conduct of the Placing;
  • it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;
  • it irrevocably appoints any duly authorised officer of the Bookrunner as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares which it agrees to acquire upon the these Terms and Conditions;
  • the Company, the Bookrunner and others (including each of their respective affiliates, agents, advisers, directors, officers and employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to the Bookrunner on its own behalf and on behalf of the Company and are irrevocable;
  • it is acting as principal only in respect of the Placing or, if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it is duly authorised to do so and it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;
  • time is of the essence as regards its obligations under these Terms and Conditions;
  • any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the Bookrunner;
  • the Placing Shares will be issued subject to this Announcement, including this Appendix; and
  • this Announcement, including this Appendix and all documents into which this Announcement, including this Appendix, is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire Placing Shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute (contractual or otherwise) or matter arising out of or in connection with such contract except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with interest chargeable thereon) may be taken by the Company or the Bookrunner 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.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, the Bookrunner and each of their respective affiliates, agents, directors, officers and employees 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 given by the Placee (and any person acting on such Placee's behalf) in this Announcement, including this Appendix, or incurred by the Bookrunner, the Company or each of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in this Announcement, including this Appendix, and further agrees that the provisions of this Announcement, including this Appendix, shall survive after the completion of the Placing.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company. Such agreement assumes that the Placing Shares are not being acquired 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 related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor the Bookrunner shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and they should notify the Bookrunner accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect 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 non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Bookrunner in the event that either the Company and/or the Bookrunner have incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements and undertakings contained in this Announcement, including this Appendix, are given to the Bookrunner for itself and on behalf of the Company and are irrevocable.

finnCap is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and finnCap will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement, including this Appendix.

Each Placee and any person acting on behalf of the Placee acknowledges that the Bookrunner does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Bookrunner may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.

When a Placee or any person acting on behalf of the Placee is dealing with the Bookrunner, any money held in an account with the Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from the Bookrunner's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

In this Announcement, including this Appendix, any words following the terms "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

References to time in this Announcement are to London time, unless otherwise stated.

All times and dates in this Announcement, including this Appendix, may be subject to amendment. Placees will be notified of any changes.

No statement in this Announcement, including this Appendix, is intended to be a profit forecast or estimate, and no statement in this Announcement, including this Appendix, should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement, including this Appendix.

DEFINITIONS

The following definitions apply to this Announcement, including this Appendix:

Admission

admission of the Placing Shares and the Subscription Shares to trading on AIM becoming effective within the meaning of Rule 6 of the AIM Rules for Companies issued by London Stock Exchange

AIM

AIM, a market operated by the London Stock Exchange

Bookrunner

finnCap Ltd registered in England and Wales under number 06198898 whose registered office is at 60 New Broad Street, London EC2M 1JJ (together with its affiliates)

Company

PCI-PAL PLC registered in England and Wales under number 03869545 whose registered office is at 7 Gamma Terrace, Ransomes Europark, Ipswich, Suffolk IP3 9FF

CREST

the computerised settlement system to facilitate transfer of the title to an interest in securities in uncertificated form operated by Euroclear UK & Ireland

Euroclear UK & Ireland

Euroclear UK & Ireland Limited

Issue Price

95 pence per Placing Share

London Stock Exchange

London Stock Exchange plc

Ordinary Shares

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

Placees

persons who agree to subscribe for Placing Shares at the Issue Price

Placing

the conditional placing of the Placing Shares by the Bookrunner on behalf of the Company at the Issue Price, in accordance with the Placing Agreement

Placing Agreement

the conditional placing agreement relating to the Placing of the Placing Shares between the Company and the Bookrunner

Placing Shares

up to 5,139,473 new Ordinary Shares to be issued in connection with the Placing

Regulation S

Regulation S under the Securities Act

Securities Act

the U.S. Securities Act of 1933, as amended

Shareholders

holders of Ordinary Shares

Subscriber

Burgundy Asset Management Ltd

Subscription

the subscription for the Subscription Shares by Subscriber pursuant to the terms of the Subscription Agreement

Subscription Agreement

the agreement entered into by the Company and the Subscriber in connection with the Subscription

Subscription Shares

the 650,000 new Ordinary Shares to be issued to the Subscriber pursuant to the terms of the Subscription Agreement

Proposed Placing to raise £5.5 million to accelerate global growth

Apr 30, 2021, 06:25 AM by paul.alleway Alleway

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF MAR.

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

PCI-PAL PLC (AIM: PCIP), the global cloud provider of secure payment solutions for business communications, today announces its intention to conduct a fundraising to raise gross proceeds of up to approximately £5.5 million through a placing to new and existing institutional investors (the "Placing") of new ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") by way of an accelerated bookbuild (the "Bookbuild") and a separate direct subscription for new Ordinary Shares (the "Subscription", together with the Placing the "Fundraising").

 

Highlights

  • Proposed Fundraising of up to 5,789,473 Ordinary Shares at a price of 95 pence per Ordinary Share (the "Issue Price") to raise gross proceeds for the Company of up to £5.5 million
  • The net proceeds of the Fundraising receivable by the Company will be used to fund the Company's further expansion into the new territories of Mainland Europe, Canada and Australia.
  • The net proceeds of the Fundraising should allow the Company to accelerate long-term growth through targeting a larger addressable market underpinned by the Company's high margin, scalable, globally available SaaS technology platform.
  • The Placing is to be conducted by way of an accelerated bookbuild process which will commence immediately following this Announcement and will be subject to the terms and conditions set out in the Appendix to this Announcement.
  • The Placing Price represents a discount of approximately 9 per cent. to the closing mid-market price of an Ordinary Share on 29 April 2021, being the last trading day prior to this Announcement.

This Announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Placing and any participation in the Placing that is described in the Appendix to this Announcement (which forms part of this Announcement).

 

The Fundraising

It is expected that up to approximately 5,789,473 new Ordinary Shares will be issued pursuant to the Fundraising, which would represent up to approximately 9.7 per cent. of the Company's current issued share capital (excluding shares held in treasury). The Fundraising will be effected pursuant to existing authorities of the Company, granted at the Company's annual general meeting on 5 November 2020 permitting it to issue new Ordinary Shares on a non pre-emptive basis.

The Placing is being made available to institutional investors and is not being made available to the public. PCI Pal has entered into a placing agreement with finnCap Ltd ("finnCap") to act as bookrunner (the "Bookrunner") in relation to the Placing.

The Placing is subject to the satisfaction of certain conditions set out in this Announcement and the appendices hereto and is being conducted by way of the Bookbuild which will be launched with immediate effect following release of this Announcement. The timing of the closing of the Bookbuild, the number of new Ordinary Shares issued pursuant to the Placing and Subscription and allocations are at the sole discretion of the Company and the Bookrunner. The Bookrunner reserves the right to close the Bookbuild without further notice. There can be no certainty that the Fundraising will complete. The Fundraising is being undertaken on a reasonable endeavours basis and is not being underwritten.

A further announcement following the close of the Bookbuild, confirming the final details of the Fundraising is expected to be made in due course.

The ticker for the Company's ordinary shares is PCIP. The Company's LEI is 213800XTX34IQYMYES95.

 

For further information, please contact:

PCI-PAL PLC

Via Walbrook PR

James Barham - Chief Executive Officer

William Good - Chief Financial Officer

 

 

 

finnCap (Nominated Adviser and Broker)

 

+44 (0) 20 7227 0500

Marc Milmo/Simon Hicks/Fergus Sullivan (Corporate Finance)

Richard Chambers (Corporate Broking)

 

 
  

Walbrook PR

+44 (0) 20 7933 8780

Tom Cooper/Paul Vann

+44 (0) 797 122 1972

 

[email protected]

 

About PCI Pal:

PCI Pal is a leading provider of Software-as-a-Service ("SaaS") solutions that empower companies to take payments from their customers securely, adhere to strict industry governance, and remove their business from the significant risks posed by non-compliance and data loss.  Our products secure payments and data in any business communications environment including voice, chat, social, email, and contact centre.  We are integrated to, and resold by, some of the worlds' leading business communications vendors, as well as major payment service providers.

The entirety of our product-base is available from our global cloud platform hosted in Amazon Web Services ("AWS"), with regional instances across EMEA, North America, and ANZ. 

 

 

IMPORTANT NOTICES AND DISCLAIMER

This Announcement has been issued by and is the sole responsibility of the Company.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This Announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation (as defined below)) to be published.

This Announcement is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investment and who are: (a) if in a member state of the European Economic Area, "qualified investors" as defined in Article 2(e) of Regulation (EU) 2017/1129(the "EU Prospectus Regulation") ("EU Qualified Investors");  (b) if in the United Kingdom, "qualified investors" as defined in Article 2€ of the EU Prospectus Regulation which forms part of retained EU law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") and who (i) fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) fall within  article 49(2)(a) to (d) of the Order and are "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000 (as amended) (the "FSMA"); (c) persons in Canada that are (i) "accredited investors" within the meaning of section 1.1 of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") or subsection 73.3(1) of the Securities Act (Ontario), as applicable, and that are either purchasing the Ordinary Shares as principal for their own account, or are deemed to be purchasing the Ordinary Shares as principal for their own account in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) not created or used solely to purchase or hold the Ordinary Shares as an accredited investor under NI 45-106; and (iii) "permitted clients" within the meaning of National Instrument 31-103 - Registration Requirements, Exemptions And Ongoing Registrant Obligations and (e) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "relevant persons"). Any investment in connection with the Placing will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this Announcement or any of its contents.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the UK only in circumstances in which section 21(1) of FSMA does not apply.

finnCap Ltd, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as Nominated Adviser, broker and sole bookrunner to the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of finnCap nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on finnCap by the FSMA or by the regulatory regime established under it, and except in the event of their committing fraud, neither finnCap nor any of its respective affiliates accepts any responsibility whatsoever for the accuracy, completeness or sufficiency of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of finnCap or any of its respective affiliates in connection with the Company, the Ordinary Shares or the Fundraising. finnCap and each of its respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement.

The distribution of this Announcement and the offering of the Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or finnCap 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 finnCap 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 "aim", "anticipate", "believe", "intend", "plan" "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 the 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, except as required by applicable law or regulation, neither the Company nor finnCap nor their respective affiliates assume 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.

No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

The New Ordinary Shares to be issued pursuant to the Fundraising will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Fundraising. Any investment decision to buy Ordinary Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by finnCap. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

 

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UKMiFID II"); and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, finnCap will only procure investors (pursuant to the Placing) who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels. Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

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

INTRODUCTION

The Company today announces a proposed issue of Ordinary Shares at a placing price of 95 pence per Ordinary Share, to raise gross proceeds receivable by the Company of up to £5.5 million. An Issue Price of 95 pence represents a discount of approximately 9 per cent. to the closing mid-market price of an Ordinary Share of 104.5 pence on 29 April 2021, (being the latest practicable business day prior to the date of this Announcement).

The Board intends to use the net proceeds of the Fundraising to fund the expansion of the Company into new territories of Mainland Europe, Canada and Australia. Further information on the Company's use of proceeds is set out below.

The Ordinary Shares are being issued under the Company's existing shareholder authorities and it is expected that they will be admitted to trading on AIM on or around 7 May 2021.

The Placing is subject to the satisfaction of certain conditions set out in this announcement and the appendices hereto ("Appendices") (together, this "Announcement") and is being conducted by way of an accelerated bookbuild, which will be launched immediately following the publication of this Announcement. finnCap Ltd ("finnCap") is acting as Nominated Adviser and Broker in connection with the Placing. The number of Placing Shares which are to be placed at the Placing Price will be determined at the close of the Bookbuilding Process. The timing of the closing of the Bookbuilding Process and the allocations are at the absolute discretion of finnCap and the Company. Details of the number of Placing Shares to be placed will be announced as soon as practicable after the close of the Bookbuilding Process. The Placing is not being underwritten by finnCap.

The Fundraising is conditional, inter alia, on the Placing Agreement between the Company and finnCap becoming unconditional and not being terminated (in accordance with its terms).

Background to the Fundraising and Use of Proceeds

The directors believe the Company has continued to make excellent progress against its key growth metrics as the Board seeks to deliver against its ambition to become the preferred solution provider that organisations turn to globally for achieving payment security and PCI compliance in customer engagement environments.  The progress being made by the Company is a result of its focus on three strategic pillars that is incorporated into the Company's stated objectives: serving products from a true cloud environment; available globally; with a sales model that leverages the strengths of large and often global channel partners.

A key constituent of the Company's success over the last few years, the directors believe, has been that it was the first to bring a true cloud, secure payment technology solution to the contact centre market, and making the solution available globally.  Having set out a key strategic objective to be the leader in cloud-based secure payment services to the business communications market, over the last three years the Company has already expanded its platform to reach across multiple regions in EMEA, North America, and Australia. 

This has been achieved through a proportion of direct sales but more so through a channel partner sales model that has enabled the Company to consistently add new reseller partners to its ecosystem, many of whom are global cloud-based vendors themselves.  The Company provides full on-boarding to these partners allowing it, where possible, to integrate with their own solution offerings thus providing these partners with easy-to-deploy PCI compliant payment solutions that they can sell alongside their own core product offerings.

Through its early commitment to build a channel sales business, the Company continues to have  a growing ecosystem of partners including some of the best-known names in the business communications and payments markets.  The contact centre market is by majority made up of small to medium size sites (those with less than 250 agent seats).  For example, in the US alone, there are over 37,000 contact centres (94% of all contact centres in the region) with less than 250 seats.  The Company's ability to market, engage, and sell to this majority end of the market, via its channel ecosystem, is critical to realising the Company's true scale potential. A key aspect of the Company's model is that it does not focus on one particular sector of the market. It is able to successfully sell to small to medium size customers, leveraging its partners existing routes to market to address smaller customers in volume. The Company can as well sell, both through partners and directly, to the larger enterprise end of the contact centre market.

Given the progress made by the Company, the Directors believe that it has established the foundations to open up its Serviceable Addressable Market ("SAM") to maintain the Company's strong revenue growth over the longer term.  Whilst the Company's existing core markets of the USA and the UK have, in aggregate a total of approximately 4.4 million contact centre seats, the markets of Mainland Europe, Australia and Canada offer an exciting opportunity to significantly increase the Company's SAM. Mainland Europe has approximately 2.1 million contact centre seats, Canada has approximately 0.5 million contact centre seats with Australia having approximately 0.3 million contact centre seats. PCI Compliance is a global requirement and the Company has already made opportunistic sales into these regions both directly and through existing channel partners.   The Board believes by proactively growing its presence into these territories that it will potentially increase its SAM by 40 per cent.

The Company is therefore seeking to raise £5.5 million to fund its expansion into these new territories of Mainland Europe, Canada, and Australia. The Board believes that the funds raised will assist the Board's objectives to deliver strong revenue growth over the longer term. The proceeds raised will be used as follows:

  • Sales and marketing expansion: Increase marketing expenditure and grow the Company's sales teams regionally so as to drive sales traction in the new territories both direct and through existing and new channel partners; and

     

  • Investment in Partner and Customer Success: hiring resource into the Company's partner and customer success team in both North America and EMEA so as to continue to maintain the Company's low levels of churn and driving positive net retention over the longer term; and

     

  • Continued investment into engineering and product: The Company will continue to ensure it invests in its technology so as to further accelerate the evolution and efficiencies of the Company's core product set and features.

     

 

 

Current trading and prospects

The Board released its interim results for the six months to 31 December 2020 on 8 March 2021. In the six months to 31 December 2020, revenue increased by 56 per cent. year on year to £3.19 million with 86 per cent. of revenues being recurring. New ACV (annual contract value) in the period was £1.68 million so that as at 31 December 2020, Total Contracted ACV (TACV) was £8.3 million, up from £6.75 million at 30 June 2020.

Since 31 December 2020 the Group's trading has continued to be strong. 51 new customer contracts have been added between 1 January 2021 and 31 March 2021 with these contracts having an ACV of £0.83 million. As at 31 March 2021, TACV was £8.9 million. Time-to-go-live remains in line with management expectations which is an important KPI for the board, and as at 31 March 2021 cash stood at £4.99 million with net cash of £3.16 million.

 

Details of the Placing

Pursuant to the placing agreement, dated 30 April 2021 between finnCap and the Company (the "Placing Agreement"), finnCap has conditionally agreed, as an agent of the Company, to use its reasonable endeavours to procure subscribers for the new Ordinary Shares subject to the Placing (the "Placing Shares"). The Placing is conditional upon, inter alia, admission of the Placing Shares and the Subscription Shares (as defined below) to trading on AIM ("Admission") becoming effective on or before 8.00 a.m. (London time) on 7 May 2021 or such later date as may be agreed between finnCap and Company, but in any event no later than 8.00 a.m. (London time) on 21 May 2021, and the Placing Agreement and the Subscription Agreement (as defined below) not having been terminated prior to Admission. The Placing Shares will rank equally in all respects with the Company's existing Ordinary Shares. The Placing is not being underwritten.  The maximum number of Placing Shares is 5,789,473.

 

Details of the Subscription

On 30 April 2021, the Company entered into a subscription agreement ("Subscription Agreement") with Burgundy Asset Management Ltd. (the "Subscriber") pursuant to which the Subscriber conditionally agreed to subscribe for 650,000 Ordinary Shares ("Subscription Shares").  The Subscription Agreement is conditional upon, inter alia, (i) Admission and (ii) the Placing Agreement becoming unconditional in all respects (save for (i) any condition relation to Admission and (ii) any condition in the Placing Agreement as to the Subscription Agreement becoming unconditional).  Under the Subscription Agreement, the Company gives certain warranties to the Subscriber.  The Subscriber can terminate the Subscription Agreement prior to Admission if there is a breach of warranty which has a material adverse impact on the financial position of the Company in the context of the Subscription or if any of the conditions cannot be fulfilled. 

This announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Bookbuild described in the Appendix to this announcement (which forms part of this announcement).

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this announcement in its entirety (including the Appendix), and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

 

Proposed Director Participation

James Barham, the CEO of the Company, has indicated that he intends to participate in the Placing. Should he do so, then such participation will be regarded as a related party transaction for the purposes of the AIM Rules.

 

 

 

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.

THIS ANNOUNCEMENT, INCLUDING THE TERMS AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(e) OF THE PROSPECTUS REGULATION (REGULATION (EU_2017/1129) (THE "EU PROSPECTUS REGULATION") ("EU QUALIFIED INVESTORS"); (2) IF IN THE UNITED KINGDOM, "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(e) OF THE EU PROSPECTUS REGULATION, WHICH FORMS PART OF RETAINED EU LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") AND WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER AND ARE  "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") ("UK QUALIFIED INVESTORS") AND (C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT; (3) IF RESIDENT IN CANADA, (I) "ACCREDITED INVESTORS" WITHIN THE MEANING OF SECTION 1.1 OF NATIONAL INSTRUMENT 45-106 - PROSPECTUS EXEMPTIONS ("NI 45-106") OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AS APPLICABLE, AND THAT ARE EITHER PURCHASING THE ORDINARY SHARES AS PRINCIPAL FOR THEIR OWN ACCOUNT, OR ARE DEEMED TO BE PURCHASING THE ORDINARY SHARES AS PRINCIPAL FOR THEIR OWN ACCOUNT IN ACCORDANCE WITH APPLICABLE CANADIAN SECURITIES LAWS, FOR INVESTMENT ONLY AND NOT WITH A VIEW TO RESALE OR REDISTRIBUTION; (II) NOT CREATED OR USED SOLELY TO PURCHASE OR HOLD THE ORDINARY SHARES AS AN ACCREDITED INVESTOR UNDER NI 45-106; AND (III) "PERMITTED CLIENTS" WITHIN THE MEANING OF NATIONAL INSTRUMENT 31-103 - REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN PCI-PAL PLC.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

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

The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Bookrunner or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Bookrunner to inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and do not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in 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; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, the Republic of South Africa or Japan. 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, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom.

Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UKMiFID II"); and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, finnCap will only procure investors (pursuant to the Placing) who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels. Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement should be read in its entirety.

By participating in the Placing (such participation to be confirmed in a recorded telephone conversation with the Bookrunner), each Placee will be deemed to have read and understood this Announcement, including these Terms and Conditions, in its entirety, to be participating and acquiring Placing Shares on the terms and conditions contained in this Announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

In particular, each such Placee irrevocably represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:

  • it is a Relevant Person and that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
  • in the case of any Placing Shares acquired by it within the United Kingdom as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, (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 the United Kingdom or to which the UK Prospectus Regulation otherwise applies other than UK Qualified Investors or in circumstances in which the prior consent of finnCap has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;
  • in the case of any Placing Shares acquired by it within the EEA as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, (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 EEA or to which the EU Prospectus Regulation otherwise applies other than EU Qualified Investors or in circumstances in which the prior consent of finnCap 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 EU Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;
  • it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in these Terms and Conditions;
  • it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in these Terms and Conditions; and
  • it (and any account referred to in paragraph 3 above) is located outside the United States and is acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.

 

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the Financial Conduct Authority ("FCA") in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in writing in any contract note sent to an individual Placee.

Each Placee, by participating in the Placing, agrees that the content of this Announcement are exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of the Bookrunner or the Company or any other person and none of the Bookrunner, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in this Announcement, including this Appendix, to be legal, tax, business or other advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

The Bookrunner will has entered into a "Placing Agreement" with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, the Bookrunner, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Issue Price.

The Placing Shares will, when issued, be subject to the memorandum and articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

Application for admission to trading

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM.

It is expected that Admission will take place on or around 8.00 a.m. on 7 May 2021 and that dealings in the Placing Shares on AIM will commence at the same time.

Principal terms of the Placing

  • The Bookrunner is acting as nominated adviser, financial adviser and broker to the Placing as agent for and on behalf of the Company.
  • Participation in the Placing will only be available to persons who may lawfully be, and are, invited by the Bookrunner to participate. The Bookrunner and any of its affiliates are entitled to participate in the Placing as principal.
  • The price per Placing Share (the "Issue Price") is fixed at 95 pence and is payable to the Bookrunner (as agent for the Company on the Placing) by all Placees.
  • Each Placee's allocation will be determined by the Bookrunner in its discretion following consultation with the Company and will be confirmed orally by the Bookrunner.
  • Each Placee's commitment will be confirmed in and evidenced by a recorded telephone call between representatives of the Bookrunner and the relevant Placee (the "Recorded Call"). This Announcement, including the terms and conditions set out in this Appendix, will be deemed incorporated into the contract which is entered into on the Recorded Call and will be legally binding on the relevant Placee(s) on behalf of whom the commitment is made with effect from the end of the Recorded Call and, except with the Bookrunner's prior written consent, will not be capable of variation or revocation after such time. Without prejudice to the foregoing, a contract note recording each Placee's commitment will be sent to them following the Recorded Call.
  • From the end of the relevant Recorded Call, each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Bookrunner (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.
  • Except as required by law or regulation, no press release or other announcement will be made by the Bookrunner or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
  • Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are 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".
  • All obligations 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 "Termination of the Placing".
  • By participating in the Placing, each Placee will agree 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.
  • To the fullest extent permissible by law and applicable FCA rules, neither:
    • the Bookrunner;
    • any of its affiliates, agents, advisers, directors, officers, consultants or employees; nor
    • to the extent not contained within (a) or (b), any person connected with the Bookrunner as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of the Bookrunner),

    shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither the Bookrunner nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Bookrunner's conduct of the Placing or of such alternative method of effecting the Placing as the Bookrunner and the Company may agree.

Registration and settlement

By participating in the Placing, 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 the Bookrunner in accordance with either the standing CREST or certificated settlement instructions which they have in place with the Bookrunner.

Settlement of transactions in the Placing Shares (ISIN: GB0009737155) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST will be on a delivery versus payment basis ("DVP") unless otherwise notified by the Bookrunner and is expected to occur on 7 May 2021 (the "Settlement Date"). However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Bookrunner may agree that the Placing Shares should be issued in certificated form. The Bookrunner reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as it deems necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located.

Interest is chargeable daily on payments not received from Placees on or before the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 3 percentage points above prevailing base rate of Barclays Bank plc as determined by the Bookrunner.

Each Placee is deemed to agree that if it does not comply with these obligations, the Bookrunner may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for the Bookrunner's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the Issue Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise (if any) upon the sale of its Placing Shares on its behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, any relevant contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of the Bookrunner under the Placing Agreement are, and the Placing is, conditional upon, inter alia:

  • the warranties contained in the Placing Agreement ("Warranties") being true and accurate in all material respects and not misleading when made on the date of the Placing Agreement and at Admission by reference to the facts and circumstances subsisting at that time;
  • the Subscription Agreement (i) not having been terminated or rescinded before Admission and (ii) having become unconditional in all respects save in respect of Admission and any condition in the Subscription Agreement as to the Placing Agreement becoming unconditional;
  • the Company having fully performed its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;
  • the Bookrunner not having exercised its right to terminate the Placing Agreement;
  • no matter arising that might give rise to a claim under the indemnity; and
  • Admission having become effective at or around 8.00 a.m. on 7 May 2021 or such later time as the Bookrunner may agree with the Company but in any event no later than 8.00 a.m. on 21 May 2021 (the "Long Stop Date");

(all conditions to the obligations of the Bookrunner included in the Placing Agreement being together, the "conditions").

If any of the conditions is not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Bookrunner may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.

The Bookrunner may, in its absolute discretion and upon such terms as it thinks fit, waive fulfilment of all or any of the conditions in the Placing Agreement in whole or in part, or extend the time provided for fulfilment of one or more conditions, save that certain conditions including the condition relating to Admission referred to in paragraph (f) above may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in these Terms and Conditions.

The Bookrunner may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Neither the Bookrunner nor any of its affiliates, agents, advisers, directors, officers or employees nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them 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 any of them may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Bookrunner.

Termination of the Placing

The Bookrunner may, in its absolute discretion, by notice to the Company, terminate the Placing Agreement at any time up to Admission if, inter alia:

  • any statement contained in any document or announcement issued or published by or on behalf of the Company in connection with the Placing ("Placing Documents") has become untrue or inaccurate in any material respect or misleading or any matter has arisen which would, if the Placing Documents were issued at that time, constitute a material omission from the Placing Documents or any of them or would otherwise render it untrue in any material respect or misleading;
  • any of the Warranties was untrue or inaccurate in any material respect or misleading when made and/or that any of the Warranties has ceased to be true or accurate in any material respect or has become misleading at any time prior to Admission, in each case by reference to the facts and circumstances subsisting at that time;
  • the Company is in breach of any provision of the Placing Agreement or otherwise fails to fully perform its obligations under the Placing Agreement;
  • there has been a breach by any party of any of its undertakings, warranties, covenants or obligations under the Subscription Agreement;
  • the Subscription Agreement is terminated or rescinded; or
  • there occurs a material adverse change in or an event having a serious adverse effect on the operations, properties, condition (financial or other), trading position or prospects or results of operations or general affairs of the Company (and its subsidiaries) taken as a whole such that in the reasonable opinion of the Bookrunner (acting in good faith) the Placing Shares cannot be placed successfully.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

By participating in the Placing, each Placee agrees with the Company and the Bookrunner that the exercise by the Company or the Bookrunner of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or the Bookrunner or for agreement between the Company and the Bookrunner (as the case may be) and that neither the Company nor the Bookrunner need make any reference to such Placee and that none of the Company, the Bookrunner nor any of their respective affiliates, agents, advisers, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it at any time after the end of the Recorded Call confirming the relevant Placee's allocation and commitment in the Placing.

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges, confirms and agrees (for itself and for any such prospective Placee) that (save where the Bookrunner expressly agrees in writing to the contrary):

  • it has read and understood this Announcement, including this Appendix, in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;
  • no offering document, prospectus or admission document has been or will be prepared in connection with the Placing and it has not received a prospectus, admission document or other offering document in connection with the Placing or the Placing Shares;
  • the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules and the Market Abuse Regulation (EU Regulation No. 596/2014 as it forms part of UK law as retained EU law as defined in, and by virtue of, the European Union (Withdrawal) Act 2018 ("UK MAR")), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;
  • it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial position and other aspects of the Company in accepting a participation in the Placing and neither the Bookrunner nor the Company nor any of their respective affiliates, agents, advisers, directors, officers or employees nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in the Announcement or the Publicly Available Information; nor has it requested the Bookrunner, the Company, any of their respective affiliates, agents, advisers, directors, employees or officers or any person acting on behalf of any of them to provide it with any such information;
  • neither the Bookrunner nor any person acting on behalf of it nor any of its affiliates, agents, directors, officers or employees has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for any fraudulent misrepresentation made by that person;
    • the only information on which it is entitled to rely on and on which it has relied in committing to acquire the Placing Shares is contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement and the Publicly Available Information;
    • neither the Bookrunner nor any of their respective affiliates, agents, directors, officers or employees have made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of this Announcement or the Publicly Available Information;
    • it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and
  • it has not relied on any investigation that the Bookrunner or any person acting on its behalf may have conducted with respect to the Company, the Placing or the Placing Shares;
  • the content of this Announcement and the other Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither the Bookrunner nor any persons acting on its behalf is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement or the other Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the other Publicly Available Information or otherwise. Nothing in these Terms and Conditions shall exclude any liability of any person for fraudulent misrepresentation;
  • it has the funds available to pay for the Placing Shares which it has agreed to acquire and acknowledges and agrees that it will pay the total subscription amount in accordance with this Announcement, including this Appendix, by the due time and date set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as the Bookrunner determines;
  • it and/or each person on whose behalf it is participating:
    • is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;
    • has fully observed such laws and regulations;
    • has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and
    • has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement, including this Appendix) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares;
  • it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired will not be, a resident of, or with an address in, or subject to the laws of, Australia, Canada, the Republic of South Africa or Japan, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, the Republic of South Africa or Japan and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;
  • it and the person(s), if any, for whose account and benefit it is subscribing for Placing Shares is, and at the time the Placing Shares are acquired will be, located outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;
  • it understands that the Placing Shares have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from the registration requirements of the Securities Act and, in each case, in accordance with applicable state securities laws; the Placing Shares will not be offered to the public in the United States and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;
  • it and the person(s), if any, for whose account and benefit it is subscribing for the Placing Shares is not acquiring the Placing Shares with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any state thereof;
  • it is not acquiring the Placing Shares as a result of any "directed selling efforts" (as such term is defined in Regulation S under the Securities Act);
  • it will not distribute, forward, transfer or otherwise transmit these Terms and Conditions and/or the Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
  • none of the Bookrunner, its affiliates and any person acting on behalf of any of them is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of the Bookrunner and that the Bookrunner has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
  • it will make payment to the Bookrunner for the Placing Shares allocated to it in accordance with these Terms and Conditions on or by 7 May 2021 (or if later the date of Admission (provided that the date of Admission is no later than the Long Stop Date) as notified to it by the Bookrunner), failing which the relevant Placing Shares may be placed with others on such terms as the Bookrunner determines in its absolute discretion without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement, including this Appendix) which may arise upon the sale of such Placee's Placing Shares on its behalf;
  • its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Bookrunner may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
  • no action has been or will be taken by any of the Company, the Bookrunner or any person acting on behalf of the Company or the Bookrunner that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;
  • the person who it specifies for registration as holder of the Placing Shares will be:
    • the Placee; or
    • a nominee of the Placee, as the case may be.
  • the Bookrunner and the Company will not be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to indemnify the Company and the Bookrunner in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of the Bookrunner or transferred to a CREST stock account of the Bookrunner who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;
  • the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;
  • if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
  • it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or in the EEA except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA or an offer to the public in the UK or any member state of the EEA within the meaning of the UK Prospectus Regulation and the EU Prospectus Regulation;
  • if within the United Kingdom, it is a person falling within Article 19(5) and/or Article 49(2)(a) to (d) of the Order and is a UK Qualified Investor or is a person to whom this Announcement may otherwise be lawfully communicated;
  • any offer of Placing Shares may only be directed at persons in member states of the EEA who are EU Qualified Investors and represents and agrees that, in the EEA, it is such an EU Qualified Investor;
  • if within the United Kingdom it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom or to which the UK Prospectus Regulation otherwise applies other than to UK Qualified Investors, or in circumstances in which the prior consent of finnCap has been given to the proposed offer or resale;
  • if within the EEA it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA or to which the EU Prospectus Regulation otherwise applies other than to EU Qualified Investors, or in circumstances in which the prior consent of finnCap has been given to the proposed offer or resale;
  • it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
  • it has complied and it will comply with all applicable laws in any jurisdiction with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA in respect of anything done in, from or otherwise involving the United Kingdom);
  • if it has received any inside information (for the purposes of UK MAR and/or section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in advance of the Placing, it has not:
    • dealt (or attempted to deal) in the securities of the Company;
    • encouraged, recommended or induced another person to deal in the securities of the Company; or
    • unlawfully disclosed such information to any person, prior to the information being made publicly available;
  • neither the Bookrunner, the Company nor any of their respective affiliates, agents, advisers, directors, officers or employees nor any person acting on behalf of the Bookrunner or its affiliates, agents, directors, officers or employees is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of any of the Bookrunner's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
  • the Bookrunner and its affiliates, acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement, including in this Appendix, to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, the Bookrunner and/or any of its affiliates acting as an investor for its or their own account(s). Neither the Bookrunner nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;
  • it:
    • has complied, and will comply, with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017;
    • is not a person:
      • with whom transactions are prohibited under the US 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;
      • named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or
      • subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law,

      (all such statutes, rules and regulations referred to in this paragraph 32 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 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 the Bookrunner such evidence, if any, as to the identity or location or legal status of any person which it may request from it in connection with the Placing (for the purpose of complying with the 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 the Bookrunner on the basis that any failure by it to do so may result in the number of Placing Shares that are to be acquired by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Bookrunner may decide at its sole discretion;

  • in order to ensure compliance with the Regulations, the Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to the Bookrunner or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the Bookrunner's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the Bookrunner's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity the Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either the Bookrunner and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
  • it acknowledges that its commitment to acquire Placing Shares on the terms and conditions set out in this Announcement will continue notwithstanding any amendment that may in future be made to this Announcement of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Bookrunner's conduct of the Placing;
  • it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;
  • it irrevocably appoints any duly authorised officer of the Bookrunner as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares which it agrees to acquire upon the these Terms and Conditions;
  • the Company, the Bookrunner and others (including each of their respective affiliates, agents, advisers, directors, officers and employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to the Bookrunner on its own behalf and on behalf of the Company and are irrevocable;
  • it is acting as principal only in respect of the Placing or, if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it is duly authorised to do so and it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;
  • time is of the essence as regards its obligations under these Terms and Conditions;
  • any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the Bookrunner;
  • the Placing Shares will be issued subject to this Announcement, including this Appendix; and
  • this Announcement, including this Appendix and all documents into which this Announcement, including this Appendix, is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire Placing Shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute (contractual or otherwise) or matter arising out of or in connection with such contract except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with interest chargeable thereon) may be taken by the Company or the Bookrunner 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.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, the Bookrunner and each of their respective affiliates, agents, directors, officers and employees 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 given by the Placee (and any person acting on such Placee's behalf) in this Announcement, including this Appendix, or incurred by the Bookrunner, the Company or each of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in this Announcement, including this Appendix, and further agrees that the provisions of this Announcement, including this Appendix, shall survive after the completion of the Placing.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company. Such agreement assumes that the Placing Shares are not being acquired 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 related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor the Bookrunner shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and they should notify the Bookrunner accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect 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 non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Bookrunner in the event that either the Company and/or the Bookrunner have incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements and undertakings contained in this Announcement, including this Appendix, are given to the Bookrunner for itself and on behalf of the Company and are irrevocable.

finnCap is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and finnCap will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement, including this Appendix.

Each Placee and any person acting on behalf of the Placee acknowledges that the Bookrunner does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Bookrunner may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.

When a Placee or any person acting on behalf of the Placee is dealing with the Bookrunner, any money held in an account with the Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from the Bookrunner's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

In this Announcement, including this Appendix, any words following the terms "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

References to time in this Announcement are to London time, unless otherwise stated.

All times and dates in this Announcement, including this Appendix, may be subject to amendment. Placees will be notified of any changes.

No statement in this Announcement, including this Appendix, is intended to be a profit forecast or estimate, and no statement in this Announcement, including this Appendix, should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement, including this Appendix.

DEFINITIONS

The following definitions apply to this Announcement, including this Appendix:

Admission

admission of the Placing Shares and the Subscription Shares to trading on AIM becoming effective within the meaning of Rule 6 of the AIM Rules for Companies issued by London Stock Exchange

AIM

AIM, a market operated by the London Stock Exchange

Bookrunner

finnCap Ltd registered in England and Wales under number 06198898 whose registered office is at 60 New Broad Street, London EC2M 1JJ (together with its affiliates)

Company

PCI-PAL PLC registered in England and Wales under number 03869545 whose registered office is at 7 Gamma Terrace, Ransomes Europark, Ipswich, Suffolk IP3 9FF

CREST

the computerised settlement system to facilitate transfer of the title to an interest in securities in uncertificated form operated by Euroclear UK & Ireland

Euroclear UK & Ireland

Euroclear UK & Ireland Limited

Issue Price

95 pence per Placing Share

London Stock Exchange

London Stock Exchange plc

Ordinary Shares

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

Placees

persons who agree to subscribe for Placing Shares at the Issue Price

Placing

the conditional placing of the Placing Shares by the Bookrunner on behalf of the Company at the Issue Price, in accordance with the Placing Agreement

Placing Agreement

the conditional placing agreement relating to the Placing of the Placing Shares between the Company and the Bookrunner

Placing Shares

up to 5,139,473 new Ordinary Shares to be issued in connection with the Placing

Regulation S

Regulation S under the Securities Act

Securities Act

the U.S. Securities Act of 1933, as amended

Shareholders

holders of Ordinary Shares

Subscriber

Burgundy Asset Management Ltd

Subscription

the subscription for the Subscription Shares by Subscriber pursuant to the terms of the Subscription Agreement

Subscription Agreement

the agreement entered into by the Company and the Subscriber in connection with the Subscription

Subscription Shares

the 650,000 new Ordinary Shares to be issued to the Subscriber pursuant to the terms of the Subscription Agreement

Proposed Placing to raise £5.5 million to accelerate global growth

Apr 30, 2021, 06:25 AM by paul.alleway Alleway

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF MAR.

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

PCI-PAL PLC (AIM: PCIP), the global cloud provider of secure payment solutions for business communications, today announces its intention to conduct a fundraising to raise gross proceeds of up to approximately £5.5 million through a placing to new and existing institutional investors (the "Placing") of new ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") by way of an accelerated bookbuild (the "Bookbuild") and a separate direct subscription for new Ordinary Shares (the "Subscription", together with the Placing the "Fundraising").

 

Highlights

  • Proposed Fundraising of up to 5,789,473 Ordinary Shares at a price of 95 pence per Ordinary Share (the "Issue Price") to raise gross proceeds for the Company of up to £5.5 million
  • The net proceeds of the Fundraising receivable by the Company will be used to fund the Company's further expansion into the new territories of Mainland Europe, Canada and Australia.
  • The net proceeds of the Fundraising should allow the Company to accelerate long-term growth through targeting a larger addressable market underpinned by the Company's high margin, scalable, globally available SaaS technology platform.
  • The Placing is to be conducted by way of an accelerated bookbuild process which will commence immediately following this Announcement and will be subject to the terms and conditions set out in the Appendix to this Announcement.
  • The Placing Price represents a discount of approximately 9 per cent. to the closing mid-market price of an Ordinary Share on 29 April 2021, being the last trading day prior to this Announcement.

This Announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Placing and any participation in the Placing that is described in the Appendix to this Announcement (which forms part of this Announcement).

 

The Fundraising

It is expected that up to approximately 5,789,473 new Ordinary Shares will be issued pursuant to the Fundraising, which would represent up to approximately 9.7 per cent. of the Company's current issued share capital (excluding shares held in treasury). The Fundraising will be effected pursuant to existing authorities of the Company, granted at the Company's annual general meeting on 5 November 2020 permitting it to issue new Ordinary Shares on a non pre-emptive basis.

The Placing is being made available to institutional investors and is not being made available to the public. PCI Pal has entered into a placing agreement with finnCap Ltd ("finnCap") to act as bookrunner (the "Bookrunner") in relation to the Placing.

The Placing is subject to the satisfaction of certain conditions set out in this Announcement and the appendices hereto and is being conducted by way of the Bookbuild which will be launched with immediate effect following release of this Announcement. The timing of the closing of the Bookbuild, the number of new Ordinary Shares issued pursuant to the Placing and Subscription and allocations are at the sole discretion of the Company and the Bookrunner. The Bookrunner reserves the right to close the Bookbuild without further notice. There can be no certainty that the Fundraising will complete. The Fundraising is being undertaken on a reasonable endeavours basis and is not being underwritten.

A further announcement following the close of the Bookbuild, confirming the final details of the Fundraising is expected to be made in due course.

The ticker for the Company's ordinary shares is PCIP. The Company's LEI is 213800XTX34IQYMYES95.

 

For further information, please contact:

PCI-PAL PLC

Via Walbrook PR

James Barham - Chief Executive Officer

William Good - Chief Financial Officer

 

 

 

finnCap (Nominated Adviser and Broker)

 

+44 (0) 20 7227 0500

Marc Milmo/Simon Hicks/Fergus Sullivan (Corporate Finance)

Richard Chambers (Corporate Broking)

 

 
  

Walbrook PR

+44 (0) 20 7933 8780

Tom Cooper/Paul Vann

+44 (0) 797 122 1972

 

[email protected]

 

About PCI Pal:

PCI Pal is a leading provider of Software-as-a-Service ("SaaS") solutions that empower companies to take payments from their customers securely, adhere to strict industry governance, and remove their business from the significant risks posed by non-compliance and data loss.  Our products secure payments and data in any business communications environment including voice, chat, social, email, and contact centre.  We are integrated to, and resold by, some of the worlds' leading business communications vendors, as well as major payment service providers.

The entirety of our product-base is available from our global cloud platform hosted in Amazon Web Services ("AWS"), with regional instances across EMEA, North America, and ANZ. 

 

 

IMPORTANT NOTICES AND DISCLAIMER

This Announcement has been issued by and is the sole responsibility of the Company.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This Announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation (as defined below)) to be published.

This Announcement is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investment and who are: (a) if in a member state of the European Economic Area, "qualified investors" as defined in Article 2(e) of Regulation (EU) 2017/1129(the "EU Prospectus Regulation") ("EU Qualified Investors");  (b) if in the United Kingdom, "qualified investors" as defined in Article 2€ of the EU Prospectus Regulation which forms part of retained EU law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") and who (i) fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) fall within  article 49(2)(a) to (d) of the Order and are "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000 (as amended) (the "FSMA"); (c) persons in Canada that are (i) "accredited investors" within the meaning of section 1.1 of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") or subsection 73.3(1) of the Securities Act (Ontario), as applicable, and that are either purchasing the Ordinary Shares as principal for their own account, or are deemed to be purchasing the Ordinary Shares as principal for their own account in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) not created or used solely to purchase or hold the Ordinary Shares as an accredited investor under NI 45-106; and (iii) "permitted clients" within the meaning of National Instrument 31-103 - Registration Requirements, Exemptions And Ongoing Registrant Obligations and (e) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "relevant persons"). Any investment in connection with the Placing will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this Announcement or any of its contents.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the UK only in circumstances in which section 21(1) of FSMA does not apply.

finnCap Ltd, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as Nominated Adviser, broker and sole bookrunner to the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of finnCap nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on finnCap by the FSMA or by the regulatory regime established under it, and except in the event of their committing fraud, neither finnCap nor any of its respective affiliates accepts any responsibility whatsoever for the accuracy, completeness or sufficiency of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of finnCap or any of its respective affiliates in connection with the Company, the Ordinary Shares or the Fundraising. finnCap and each of its respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement.

The distribution of this Announcement and the offering of the Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or finnCap 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 finnCap 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 "aim", "anticipate", "believe", "intend", "plan" "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 the 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, except as required by applicable law or regulation, neither the Company nor finnCap nor their respective affiliates assume 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.

No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

The New Ordinary Shares to be issued pursuant to the Fundraising will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Fundraising. Any investment decision to buy Ordinary Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by finnCap. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

 

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UKMiFID II"); and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, finnCap will only procure investors (pursuant to the Placing) who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels. Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

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

INTRODUCTION

The Company today announces a proposed issue of Ordinary Shares at a placing price of 95 pence per Ordinary Share, to raise gross proceeds receivable by the Company of up to £5.5 million. An Issue Price of 95 pence represents a discount of approximately 9 per cent. to the closing mid-market price of an Ordinary Share of 104.5 pence on 29 April 2021, (being the latest practicable business day prior to the date of this Announcement).

The Board intends to use the net proceeds of the Fundraising to fund the expansion of the Company into new territories of Mainland Europe, Canada and Australia. Further information on the Company's use of proceeds is set out below.

The Ordinary Shares are being issued under the Company's existing shareholder authorities and it is expected that they will be admitted to trading on AIM on or around 7 May 2021.

The Placing is subject to the satisfaction of certain conditions set out in this announcement and the appendices hereto ("Appendices") (together, this "Announcement") and is being conducted by way of an accelerated bookbuild, which will be launched immediately following the publication of this Announcement. finnCap Ltd ("finnCap") is acting as Nominated Adviser and Broker in connection with the Placing. The number of Placing Shares which are to be placed at the Placing Price will be determined at the close of the Bookbuilding Process. The timing of the closing of the Bookbuilding Process and the allocations are at the absolute discretion of finnCap and the Company. Details of the number of Placing Shares to be placed will be announced as soon as practicable after the close of the Bookbuilding Process. The Placing is not being underwritten by finnCap.

The Fundraising is conditional, inter alia, on the Placing Agreement between the Company and finnCap becoming unconditional and not being terminated (in accordance with its terms).

Background to the Fundraising and Use of Proceeds

The directors believe the Company has continued to make excellent progress against its key growth metrics as the Board seeks to deliver against its ambition to become the preferred solution provider that organisations turn to globally for achieving payment security and PCI compliance in customer engagement environments.  The progress being made by the Company is a result of its focus on three strategic pillars that is incorporated into the Company's stated objectives: serving products from a true cloud environment; available globally; with a sales model that leverages the strengths of large and often global channel partners.

A key constituent of the Company's success over the last few years, the directors believe, has been that it was the first to bring a true cloud, secure payment technology solution to the contact centre market, and making the solution available globally.  Having set out a key strategic objective to be the leader in cloud-based secure payment services to the business communications market, over the last three years the Company has already expanded its platform to reach across multiple regions in EMEA, North America, and Australia. 

This has been achieved through a proportion of direct sales but more so through a channel partner sales model that has enabled the Company to consistently add new reseller partners to its ecosystem, many of whom are global cloud-based vendors themselves.  The Company provides full on-boarding to these partners allowing it, where possible, to integrate with their own solution offerings thus providing these partners with easy-to-deploy PCI compliant payment solutions that they can sell alongside their own core product offerings.

Through its early commitment to build a channel sales business, the Company continues to have  a growing ecosystem of partners including some of the best-known names in the business communications and payments markets.  The contact centre market is by majority made up of small to medium size sites (those with less than 250 agent seats).  For example, in the US alone, there are over 37,000 contact centres (94% of all contact centres in the region) with less than 250 seats.  The Company's ability to market, engage, and sell to this majority end of the market, via its channel ecosystem, is critical to realising the Company's true scale potential. A key aspect of the Company's model is that it does not focus on one particular sector of the market. It is able to successfully sell to small to medium size customers, leveraging its partners existing routes to market to address smaller customers in volume. The Company can as well sell, both through partners and directly, to the larger enterprise end of the contact centre market.

Given the progress made by the Company, the Directors believe that it has established the foundations to open up its Serviceable Addressable Market ("SAM") to maintain the Company's strong revenue growth over the longer term.  Whilst the Company's existing core markets of the USA and the UK have, in aggregate a total of approximately 4.4 million contact centre seats, the markets of Mainland Europe, Australia and Canada offer an exciting opportunity to significantly increase the Company's SAM. Mainland Europe has approximately 2.1 million contact centre seats, Canada has approximately 0.5 million contact centre seats with Australia having approximately 0.3 million contact centre seats. PCI Compliance is a global requirement and the Company has already made opportunistic sales into these regions both directly and through existing channel partners.   The Board believes by proactively growing its presence into these territories that it will potentially increase its SAM by 40 per cent.

The Company is therefore seeking to raise £5.5 million to fund its expansion into these new territories of Mainland Europe, Canada, and Australia. The Board believes that the funds raised will assist the Board's objectives to deliver strong revenue growth over the longer term. The proceeds raised will be used as follows:

  • Sales and marketing expansion: Increase marketing expenditure and grow the Company's sales teams regionally so as to drive sales traction in the new territories both direct and through existing and new channel partners; and

     

  • Investment in Partner and Customer Success: hiring resource into the Company's partner and customer success team in both North America and EMEA so as to continue to maintain the Company's low levels of churn and driving positive net retention over the longer term; and

     

  • Continued investment into engineering and product: The Company will continue to ensure it invests in its technology so as to further accelerate the evolution and efficiencies of the Company's core product set and features.

     

 

 

Current trading and prospects

The Board released its interim results for the six months to 31 December 2020 on 8 March 2021. In the six months to 31 December 2020, revenue increased by 56 per cent. year on year to £3.19 million with 86 per cent. of revenues being recurring. New ACV (annual contract value) in the period was £1.68 million so that as at 31 December 2020, Total Contracted ACV (TACV) was £8.3 million, up from £6.75 million at 30 June 2020.

Since 31 December 2020 the Group's trading has continued to be strong. 51 new customer contracts have been added between 1 January 2021 and 31 March 2021 with these contracts having an ACV of £0.83 million. As at 31 March 2021, TACV was £8.9 million. Time-to-go-live remains in line with management expectations which is an important KPI for the board, and as at 31 March 2021 cash stood at £4.99 million with net cash of £3.16 million.

 

Details of the Placing

Pursuant to the placing agreement, dated 30 April 2021 between finnCap and the Company (the "Placing Agreement"), finnCap has conditionally agreed, as an agent of the Company, to use its reasonable endeavours to procure subscribers for the new Ordinary Shares subject to the Placing (the "Placing Shares"). The Placing is conditional upon, inter alia, admission of the Placing Shares and the Subscription Shares (as defined below) to trading on AIM ("Admission") becoming effective on or before 8.00 a.m. (London time) on 7 May 2021 or such later date as may be agreed between finnCap and Company, but in any event no later than 8.00 a.m. (London time) on 21 May 2021, and the Placing Agreement and the Subscription Agreement (as defined below) not having been terminated prior to Admission. The Placing Shares will rank equally in all respects with the Company's existing Ordinary Shares. The Placing is not being underwritten.  The maximum number of Placing Shares is 5,789,473.

 

Details of the Subscription

On 30 April 2021, the Company entered into a subscription agreement ("Subscription Agreement") with Burgundy Asset Management Ltd. (the "Subscriber") pursuant to which the Subscriber conditionally agreed to subscribe for 650,000 Ordinary Shares ("Subscription Shares").  The Subscription Agreement is conditional upon, inter alia, (i) Admission and (ii) the Placing Agreement becoming unconditional in all respects (save for (i) any condition relation to Admission and (ii) any condition in the Placing Agreement as to the Subscription Agreement becoming unconditional).  Under the Subscription Agreement, the Company gives certain warranties to the Subscriber.  The Subscriber can terminate the Subscription Agreement prior to Admission if there is a breach of warranty which has a material adverse impact on the financial position of the Company in the context of the Subscription or if any of the conditions cannot be fulfilled. 

This announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Bookbuild described in the Appendix to this announcement (which forms part of this announcement).

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this announcement in its entirety (including the Appendix), and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

 

Proposed Director Participation

James Barham, the CEO of the Company, has indicated that he intends to participate in the Placing. Should he do so, then such participation will be regarded as a related party transaction for the purposes of the AIM Rules.

 

 

 

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.

THIS ANNOUNCEMENT, INCLUDING THE TERMS AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(e) OF THE PROSPECTUS REGULATION (REGULATION (EU_2017/1129) (THE "EU PROSPECTUS REGULATION") ("EU QUALIFIED INVESTORS"); (2) IF IN THE UNITED KINGDOM, "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(e) OF THE EU PROSPECTUS REGULATION, WHICH FORMS PART OF RETAINED EU LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") AND WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER AND ARE  "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") ("UK QUALIFIED INVESTORS") AND (C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT; (3) IF RESIDENT IN CANADA, (I) "ACCREDITED INVESTORS" WITHIN THE MEANING OF SECTION 1.1 OF NATIONAL INSTRUMENT 45-106 - PROSPECTUS EXEMPTIONS ("NI 45-106") OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AS APPLICABLE, AND THAT ARE EITHER PURCHASING THE ORDINARY SHARES AS PRINCIPAL FOR THEIR OWN ACCOUNT, OR ARE DEEMED TO BE PURCHASING THE ORDINARY SHARES AS PRINCIPAL FOR THEIR OWN ACCOUNT IN ACCORDANCE WITH APPLICABLE CANADIAN SECURITIES LAWS, FOR INVESTMENT ONLY AND NOT WITH A VIEW TO RESALE OR REDISTRIBUTION; (II) NOT CREATED OR USED SOLELY TO PURCHASE OR HOLD THE ORDINARY SHARES AS AN ACCREDITED INVESTOR UNDER NI 45-106; AND (III) "PERMITTED CLIENTS" WITHIN THE MEANING OF NATIONAL INSTRUMENT 31-103 - REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN PCI-PAL PLC.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

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

The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Bookrunner or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Bookrunner to inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and do not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in 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; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, the Republic of South Africa or Japan. 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, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom.

Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UKMiFID II"); and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, finnCap will only procure investors (pursuant to the Placing) who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels. Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement should be read in its entirety.

By participating in the Placing (such participation to be confirmed in a recorded telephone conversation with the Bookrunner), each Placee will be deemed to have read and understood this Announcement, including these Terms and Conditions, in its entirety, to be participating and acquiring Placing Shares on the terms and conditions contained in this Announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

In particular, each such Placee irrevocably represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:

  • it is a Relevant Person and that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
  • in the case of any Placing Shares acquired by it within the United Kingdom as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, (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 the United Kingdom or to which the UK Prospectus Regulation otherwise applies other than UK Qualified Investors or in circumstances in which the prior consent of finnCap has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;
  • in the case of any Placing Shares acquired by it within the EEA as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, (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 EEA or to which the EU Prospectus Regulation otherwise applies other than EU Qualified Investors or in circumstances in which the prior consent of finnCap 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 EU Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;
  • it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in these Terms and Conditions;
  • it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in these Terms and Conditions; and
  • it (and any account referred to in paragraph 3 above) is located outside the United States and is acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.

 

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the Financial Conduct Authority ("FCA") in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in writing in any contract note sent to an individual Placee.

Each Placee, by participating in the Placing, agrees that the content of this Announcement are exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of the Bookrunner or the Company or any other person and none of the Bookrunner, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in this Announcement, including this Appendix, to be legal, tax, business or other advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

The Bookrunner will has entered into a "Placing Agreement" with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, the Bookrunner, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Issue Price.

The Placing Shares will, when issued, be subject to the memorandum and articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

Application for admission to trading

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM.

It is expected that Admission will take place on or around 8.00 a.m. on 7 May 2021 and that dealings in the Placing Shares on AIM will commence at the same time.

Principal terms of the Placing

  • The Bookrunner is acting as nominated adviser, financial adviser and broker to the Placing as agent for and on behalf of the Company.
  • Participation in the Placing will only be available to persons who may lawfully be, and are, invited by the Bookrunner to participate. The Bookrunner and any of its affiliates are entitled to participate in the Placing as principal.
  • The price per Placing Share (the "Issue Price") is fixed at 95 pence and is payable to the Bookrunner (as agent for the Company on the Placing) by all Placees.
  • Each Placee's allocation will be determined by the Bookrunner in its discretion following consultation with the Company and will be confirmed orally by the Bookrunner.
  • Each Placee's commitment will be confirmed in and evidenced by a recorded telephone call between representatives of the Bookrunner and the relevant Placee (the "Recorded Call"). This Announcement, including the terms and conditions set out in this Appendix, will be deemed incorporated into the contract which is entered into on the Recorded Call and will be legally binding on the relevant Placee(s) on behalf of whom the commitment is made with effect from the end of the Recorded Call and, except with the Bookrunner's prior written consent, will not be capable of variation or revocation after such time. Without prejudice to the foregoing, a contract note recording each Placee's commitment will be sent to them following the Recorded Call.
  • From the end of the relevant Recorded Call, each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Bookrunner (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.
  • Except as required by law or regulation, no press release or other announcement will be made by the Bookrunner or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
  • Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are 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".
  • All obligations 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 "Termination of the Placing".
  • By participating in the Placing, each Placee will agree 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.
  • To the fullest extent permissible by law and applicable FCA rules, neither:
    • the Bookrunner;
    • any of its affiliates, agents, advisers, directors, officers, consultants or employees; nor
    • to the extent not contained within (a) or (b), any person connected with the Bookrunner as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of the Bookrunner),

    shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither the Bookrunner nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Bookrunner's conduct of the Placing or of such alternative method of effecting the Placing as the Bookrunner and the Company may agree.

Registration and settlement

By participating in the Placing, 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 the Bookrunner in accordance with either the standing CREST or certificated settlement instructions which they have in place with the Bookrunner.

Settlement of transactions in the Placing Shares (ISIN: GB0009737155) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST will be on a delivery versus payment basis ("DVP") unless otherwise notified by the Bookrunner and is expected to occur on 7 May 2021 (the "Settlement Date"). However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Bookrunner may agree that the Placing Shares should be issued in certificated form. The Bookrunner reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as it deems necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located.

Interest is chargeable daily on payments not received from Placees on or before the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 3 percentage points above prevailing base rate of Barclays Bank plc as determined by the Bookrunner.

Each Placee is deemed to agree that if it does not comply with these obligations, the Bookrunner may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for the Bookrunner's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the Issue Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise (if any) upon the sale of its Placing Shares on its behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, any relevant contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of the Bookrunner under the Placing Agreement are, and the Placing is, conditional upon, inter alia:

  • the warranties contained in the Placing Agreement ("Warranties") being true and accurate in all material respects and not misleading when made on the date of the Placing Agreement and at Admission by reference to the facts and circumstances subsisting at that time;
  • the Subscription Agreement (i) not having been terminated or rescinded before Admission and (ii) having become unconditional in all respects save in respect of Admission and any condition in the Subscription Agreement as to the Placing Agreement becoming unconditional;
  • the Company having fully performed its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;
  • the Bookrunner not having exercised its right to terminate the Placing Agreement;
  • no matter arising that might give rise to a claim under the indemnity; and
  • Admission having become effective at or around 8.00 a.m. on 7 May 2021 or such later time as the Bookrunner may agree with the Company but in any event no later than 8.00 a.m. on 21 May 2021 (the "Long Stop Date");

(all conditions to the obligations of the Bookrunner included in the Placing Agreement being together, the "conditions").

If any of the conditions is not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Bookrunner may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.

The Bookrunner may, in its absolute discretion and upon such terms as it thinks fit, waive fulfilment of all or any of the conditions in the Placing Agreement in whole or in part, or extend the time provided for fulfilment of one or more conditions, save that certain conditions including the condition relating to Admission referred to in paragraph (f) above may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in these Terms and Conditions.

The Bookrunner may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Neither the Bookrunner nor any of its affiliates, agents, advisers, directors, officers or employees nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them 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 any of them may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Bookrunner.

Termination of the Placing

The Bookrunner may, in its absolute discretion, by notice to the Company, terminate the Placing Agreement at any time up to Admission if, inter alia:

  • any statement contained in any document or announcement issued or published by or on behalf of the Company in connection with the Placing ("Placing Documents") has become untrue or inaccurate in any material respect or misleading or any matter has arisen which would, if the Placing Documents were issued at that time, constitute a material omission from the Placing Documents or any of them or would otherwise render it untrue in any material respect or misleading;
  • any of the Warranties was untrue or inaccurate in any material respect or misleading when made and/or that any of the Warranties has ceased to be true or accurate in any material respect or has become misleading at any time prior to Admission, in each case by reference to the facts and circumstances subsisting at that time;
  • the Company is in breach of any provision of the Placing Agreement or otherwise fails to fully perform its obligations under the Placing Agreement;
  • there has been a breach by any party of any of its undertakings, warranties, covenants or obligations under the Subscription Agreement;
  • the Subscription Agreement is terminated or rescinded; or
  • there occurs a material adverse change in or an event having a serious adverse effect on the operations, properties, condition (financial or other), trading position or prospects or results of operations or general affairs of the Company (and its subsidiaries) taken as a whole such that in the reasonable opinion of the Bookrunner (acting in good faith) the Placing Shares cannot be placed successfully.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

By participating in the Placing, each Placee agrees with the Company and the Bookrunner that the exercise by the Company or the Bookrunner of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or the Bookrunner or for agreement between the Company and the Bookrunner (as the case may be) and that neither the Company nor the Bookrunner need make any reference to such Placee and that none of the Company, the Bookrunner nor any of their respective affiliates, agents, advisers, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it at any time after the end of the Recorded Call confirming the relevant Placee's allocation and commitment in the Placing.

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges, confirms and agrees (for itself and for any such prospective Placee) that (save where the Bookrunner expressly agrees in writing to the contrary):

  • it has read and understood this Announcement, including this Appendix, in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;
  • no offering document, prospectus or admission document has been or will be prepared in connection with the Placing and it has not received a prospectus, admission document or other offering document in connection with the Placing or the Placing Shares;
  • the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules and the Market Abuse Regulation (EU Regulation No. 596/2014 as it forms part of UK law as retained EU law as defined in, and by virtue of, the European Union (Withdrawal) Act 2018 ("UK MAR")), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;
  • it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial position and other aspects of the Company in accepting a participation in the Placing and neither the Bookrunner nor the Company nor any of their respective affiliates, agents, advisers, directors, officers or employees nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in the Announcement or the Publicly Available Information; nor has it requested the Bookrunner, the Company, any of their respective affiliates, agents, advisers, directors, employees or officers or any person acting on behalf of any of them to provide it with any such information;
  • neither the Bookrunner nor any person acting on behalf of it nor any of its affiliates, agents, directors, officers or employees has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for any fraudulent misrepresentation made by that person;
    • the only information on which it is entitled to rely on and on which it has relied in committing to acquire the Placing Shares is contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement and the Publicly Available Information;
    • neither the Bookrunner nor any of their respective affiliates, agents, directors, officers or employees have made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of this Announcement or the Publicly Available Information;
    • it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and
  • it has not relied on any investigation that the Bookrunner or any person acting on its behalf may have conducted with respect to the Company, the Placing or the Placing Shares;
  • the content of this Announcement and the other Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither the Bookrunner nor any persons acting on its behalf is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement or the other Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the other Publicly Available Information or otherwise. Nothing in these Terms and Conditions shall exclude any liability of any person for fraudulent misrepresentation;
  • it has the funds available to pay for the Placing Shares which it has agreed to acquire and acknowledges and agrees that it will pay the total subscription amount in accordance with this Announcement, including this Appendix, by the due time and date set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as the Bookrunner determines;
  • it and/or each person on whose behalf it is participating:
    • is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;
    • has fully observed such laws and regulations;
    • has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and
    • has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement, including this Appendix) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares;
  • it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired will not be, a resident of, or with an address in, or subject to the laws of, Australia, Canada, the Republic of South Africa or Japan, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, the Republic of South Africa or Japan and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;
  • it and the person(s), if any, for whose account and benefit it is subscribing for Placing Shares is, and at the time the Placing Shares are acquired will be, located outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;
  • it understands that the Placing Shares have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from the registration requirements of the Securities Act and, in each case, in accordance with applicable state securities laws; the Placing Shares will not be offered to the public in the United States and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;
  • it and the person(s), if any, for whose account and benefit it is subscribing for the Placing Shares is not acquiring the Placing Shares with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any state thereof;
  • it is not acquiring the Placing Shares as a result of any "directed selling efforts" (as such term is defined in Regulation S under the Securities Act);
  • it will not distribute, forward, transfer or otherwise transmit these Terms and Conditions and/or the Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
  • none of the Bookrunner, its affiliates and any person acting on behalf of any of them is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of the Bookrunner and that the Bookrunner has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
  • it will make payment to the Bookrunner for the Placing Shares allocated to it in accordance with these Terms and Conditions on or by 7 May 2021 (or if later the date of Admission (provided that the date of Admission is no later than the Long Stop Date) as notified to it by the Bookrunner), failing which the relevant Placing Shares may be placed with others on such terms as the Bookrunner determines in its absolute discretion without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement, including this Appendix) which may arise upon the sale of such Placee's Placing Shares on its behalf;
  • its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Bookrunner may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
  • no action has been or will be taken by any of the Company, the Bookrunner or any person acting on behalf of the Company or the Bookrunner that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;
  • the person who it specifies for registration as holder of the Placing Shares will be:
    • the Placee; or
    • a nominee of the Placee, as the case may be.
  • the Bookrunner and the Company will not be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to indemnify the Company and the Bookrunner in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of the Bookrunner or transferred to a CREST stock account of the Bookrunner who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;
  • the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;
  • if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
  • it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or in the EEA except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA or an offer to the public in the UK or any member state of the EEA within the meaning of the UK Prospectus Regulation and the EU Prospectus Regulation;
  • if within the United Kingdom, it is a person falling within Article 19(5) and/or Article 49(2)(a) to (d) of the Order and is a UK Qualified Investor or is a person to whom this Announcement may otherwise be lawfully communicated;
  • any offer of Placing Shares may only be directed at persons in member states of the EEA who are EU Qualified Investors and represents and agrees that, in the EEA, it is such an EU Qualified Investor;
  • if within the United Kingdom it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom or to which the UK Prospectus Regulation otherwise applies other than to UK Qualified Investors, or in circumstances in which the prior consent of finnCap has been given to the proposed offer or resale;
  • if within the EEA it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA or to which the EU Prospectus Regulation otherwise applies other than to EU Qualified Investors, or in circumstances in which the prior consent of finnCap has been given to the proposed offer or resale;
  • it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
  • it has complied and it will comply with all applicable laws in any jurisdiction with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA in respect of anything done in, from or otherwise involving the United Kingdom);
  • if it has received any inside information (for the purposes of UK MAR and/or section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in advance of the Placing, it has not:
    • dealt (or attempted to deal) in the securities of the Company;
    • encouraged, recommended or induced another person to deal in the securities of the Company; or
    • unlawfully disclosed such information to any person, prior to the information being made publicly available;
  • neither the Bookrunner, the Company nor any of their respective affiliates, agents, advisers, directors, officers or employees nor any person acting on behalf of the Bookrunner or its affiliates, agents, directors, officers or employees is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of any of the Bookrunner's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
  • the Bookrunner and its affiliates, acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement, including in this Appendix, to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, the Bookrunner and/or any of its affiliates acting as an investor for its or their own account(s). Neither the Bookrunner nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;
  • it:
    • has complied, and will comply, with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017;
    • is not a person:
      • with whom transactions are prohibited under the US 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;
      • named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or
      • subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law,

      (all such statutes, rules and regulations referred to in this paragraph 32 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 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 the Bookrunner such evidence, if any, as to the identity or location or legal status of any person which it may request from it in connection with the Placing (for the purpose of complying with the 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 the Bookrunner on the basis that any failure by it to do so may result in the number of Placing Shares that are to be acquired by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Bookrunner may decide at its sole discretion;

  • in order to ensure compliance with the Regulations, the Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to the Bookrunner or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the Bookrunner's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the Bookrunner's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity the Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either the Bookrunner and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
  • it acknowledges that its commitment to acquire Placing Shares on the terms and conditions set out in this Announcement will continue notwithstanding any amendment that may in future be made to this Announcement of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Bookrunner's conduct of the Placing;
  • it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;
  • it irrevocably appoints any duly authorised officer of the Bookrunner as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares which it agrees to acquire upon the these Terms and Conditions;
  • the Company, the Bookrunner and others (including each of their respective affiliates, agents, advisers, directors, officers and employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to the Bookrunner on its own behalf and on behalf of the Company and are irrevocable;
  • it is acting as principal only in respect of the Placing or, if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it is duly authorised to do so and it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;
  • time is of the essence as regards its obligations under these Terms and Conditions;
  • any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the Bookrunner;
  • the Placing Shares will be issued subject to this Announcement, including this Appendix; and
  • this Announcement, including this Appendix and all documents into which this Announcement, including this Appendix, is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire Placing Shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute (contractual or otherwise) or matter arising out of or in connection with such contract except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with interest chargeable thereon) may be taken by the Company or the Bookrunner 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.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, the Bookrunner and each of their respective affiliates, agents, directors, officers and employees 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 given by the Placee (and any person acting on such Placee's behalf) in this Announcement, including this Appendix, or incurred by the Bookrunner, the Company or each of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in this Announcement, including this Appendix, and further agrees that the provisions of this Announcement, including this Appendix, shall survive after the completion of the Placing.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company. Such agreement assumes that the Placing Shares are not being acquired 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 related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor the Bookrunner shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and they should notify the Bookrunner accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect 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 non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Bookrunner in the event that either the Company and/or the Bookrunner have incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements and undertakings contained in this Announcement, including this Appendix, are given to the Bookrunner for itself and on behalf of the Company and are irrevocable.

finnCap is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and finnCap will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement, including this Appendix.

Each Placee and any person acting on behalf of the Placee acknowledges that the Bookrunner does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Bookrunner may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.

When a Placee or any person acting on behalf of the Placee is dealing with the Bookrunner, any money held in an account with the Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from the Bookrunner's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

In this Announcement, including this Appendix, any words following the terms "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

References to time in this Announcement are to London time, unless otherwise stated.

All times and dates in this Announcement, including this Appendix, may be subject to amendment. Placees will be notified of any changes.

No statement in this Announcement, including this Appendix, is intended to be a profit forecast or estimate, and no statement in this Announcement, including this Appendix, should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement, including this Appendix.

DEFINITIONS

The following definitions apply to this Announcement, including this Appendix:

Admission

admission of the Placing Shares and the Subscription Shares to trading on AIM becoming effective within the meaning of Rule 6 of the AIM Rules for Companies issued by London Stock Exchange

AIM

AIM, a market operated by the London Stock Exchange

Bookrunner

finnCap Ltd registered in England and Wales under number 06198898 whose registered office is at 60 New Broad Street, London EC2M 1JJ (together with its affiliates)

Company

PCI-PAL PLC registered in England and Wales under number 03869545 whose registered office is at 7 Gamma Terrace, Ransomes Europark, Ipswich, Suffolk IP3 9FF

CREST

the computerised settlement system to facilitate transfer of the title to an interest in securities in uncertificated form operated by Euroclear UK & Ireland

Euroclear UK & Ireland

Euroclear UK & Ireland Limited

Issue Price

95 pence per Placing Share

London Stock Exchange

London Stock Exchange plc

Ordinary Shares

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

Placees

persons who agree to subscribe for Placing Shares at the Issue Price

Placing

the conditional placing of the Placing Shares by the Bookrunner on behalf of the Company at the Issue Price, in accordance with the Placing Agreement

Placing Agreement

the conditional placing agreement relating to the Placing of the Placing Shares between the Company and the Bookrunner

Placing Shares

up to 5,139,473 new Ordinary Shares to be issued in connection with the Placing

Regulation S

Regulation S under the Securities Act

Securities Act

the U.S. Securities Act of 1933, as amended

Shareholders

holders of Ordinary Shares

Subscriber

Burgundy Asset Management Ltd

Subscription

the subscription for the Subscription Shares by Subscriber pursuant to the terms of the Subscription Agreement

Subscription Agreement

the agreement entered into by the Company and the Subscriber in connection with the Subscription

Subscription Shares

the 650,000 new Ordinary Shares to be issued to the Subscriber pursuant to the terms of the Subscription Agreement

Proposed Placing to raise £5.5 million to accelerate global growth

Apr 30, 2021, 06:25 AM by paul.alleway Alleway

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF MAR.

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

PCI-PAL PLC (AIM: PCIP), the global cloud provider of secure payment solutions for business communications, today announces its intention to conduct a fundraising to raise gross proceeds of up to approximately £5.5 million through a placing to new and existing institutional investors (the "Placing") of new ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") by way of an accelerated bookbuild (the "Bookbuild") and a separate direct subscription for new Ordinary Shares (the "Subscription", together with the Placing the "Fundraising").

 

Highlights

  • Proposed Fundraising of up to 5,789,473 Ordinary Shares at a price of 95 pence per Ordinary Share (the "Issue Price") to raise gross proceeds for the Company of up to £5.5 million
  • The net proceeds of the Fundraising receivable by the Company will be used to fund the Company's further expansion into the new territories of Mainland Europe, Canada and Australia.
  • The net proceeds of the Fundraising should allow the Company to accelerate long-term growth through targeting a larger addressable market underpinned by the Company's high margin, scalable, globally available SaaS technology platform.
  • The Placing is to be conducted by way of an accelerated bookbuild process which will commence immediately following this Announcement and will be subject to the terms and conditions set out in the Appendix to this Announcement.
  • The Placing Price represents a discount of approximately 9 per cent. to the closing mid-market price of an Ordinary Share on 29 April 2021, being the last trading day prior to this Announcement.

This Announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Placing and any participation in the Placing that is described in the Appendix to this Announcement (which forms part of this Announcement).

 

The Fundraising

It is expected that up to approximately 5,789,473 new Ordinary Shares will be issued pursuant to the Fundraising, which would represent up to approximately 9.7 per cent. of the Company's current issued share capital (excluding shares held in treasury). The Fundraising will be effected pursuant to existing authorities of the Company, granted at the Company's annual general meeting on 5 November 2020 permitting it to issue new Ordinary Shares on a non pre-emptive basis.

The Placing is being made available to institutional investors and is not being made available to the public. PCI Pal has entered into a placing agreement with finnCap Ltd ("finnCap") to act as bookrunner (the "Bookrunner") in relation to the Placing.

The Placing is subject to the satisfaction of certain conditions set out in this Announcement and the appendices hereto and is being conducted by way of the Bookbuild which will be launched with immediate effect following release of this Announcement. The timing of the closing of the Bookbuild, the number of new Ordinary Shares issued pursuant to the Placing and Subscription and allocations are at the sole discretion of the Company and the Bookrunner. The Bookrunner reserves the right to close the Bookbuild without further notice. There can be no certainty that the Fundraising will complete. The Fundraising is being undertaken on a reasonable endeavours basis and is not being underwritten.

A further announcement following the close of the Bookbuild, confirming the final details of the Fundraising is expected to be made in due course.

The ticker for the Company's ordinary shares is PCIP. The Company's LEI is 213800XTX34IQYMYES95.

 

For further information, please contact:

PCI-PAL PLC

Via Walbrook PR

James Barham - Chief Executive Officer

William Good - Chief Financial Officer

 

 

 

finnCap (Nominated Adviser and Broker)

 

+44 (0) 20 7227 0500

Marc Milmo/Simon Hicks/Fergus Sullivan (Corporate Finance)

Richard Chambers (Corporate Broking)

 

 
  

Walbrook PR

+44 (0) 20 7933 8780

Tom Cooper/Paul Vann

+44 (0) 797 122 1972

 

[email protected]

 

About PCI Pal:

PCI Pal is a leading provider of Software-as-a-Service ("SaaS") solutions that empower companies to take payments from their customers securely, adhere to strict industry governance, and remove their business from the significant risks posed by non-compliance and data loss.  Our products secure payments and data in any business communications environment including voice, chat, social, email, and contact centre.  We are integrated to, and resold by, some of the worlds' leading business communications vendors, as well as major payment service providers.

The entirety of our product-base is available from our global cloud platform hosted in Amazon Web Services ("AWS"), with regional instances across EMEA, North America, and ANZ. 

 

 

IMPORTANT NOTICES AND DISCLAIMER

This Announcement has been issued by and is the sole responsibility of the Company.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This Announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation (as defined below)) to be published.

This Announcement is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investment and who are: (a) if in a member state of the European Economic Area, "qualified investors" as defined in Article 2(e) of Regulation (EU) 2017/1129(the "EU Prospectus Regulation") ("EU Qualified Investors");  (b) if in the United Kingdom, "qualified investors" as defined in Article 2€ of the EU Prospectus Regulation which forms part of retained EU law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") and who (i) fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) fall within  article 49(2)(a) to (d) of the Order and are "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000 (as amended) (the "FSMA"); (c) persons in Canada that are (i) "accredited investors" within the meaning of section 1.1 of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") or subsection 73.3(1) of the Securities Act (Ontario), as applicable, and that are either purchasing the Ordinary Shares as principal for their own account, or are deemed to be purchasing the Ordinary Shares as principal for their own account in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) not created or used solely to purchase or hold the Ordinary Shares as an accredited investor under NI 45-106; and (iii) "permitted clients" within the meaning of National Instrument 31-103 - Registration Requirements, Exemptions And Ongoing Registrant Obligations and (e) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "relevant persons"). Any investment in connection with the Placing will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this Announcement or any of its contents.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the UK only in circumstances in which section 21(1) of FSMA does not apply.

finnCap Ltd, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as Nominated Adviser, broker and sole bookrunner to the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of finnCap nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on finnCap by the FSMA or by the regulatory regime established under it, and except in the event of their committing fraud, neither finnCap nor any of its respective affiliates accepts any responsibility whatsoever for the accuracy, completeness or sufficiency of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of finnCap or any of its respective affiliates in connection with the Company, the Ordinary Shares or the Fundraising. finnCap and each of its respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement.

The distribution of this Announcement and the offering of the Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or finnCap 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 finnCap 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 "aim", "anticipate", "believe", "intend", "plan" "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 the 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, except as required by applicable law or regulation, neither the Company nor finnCap nor their respective affiliates assume 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.

No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

The New Ordinary Shares to be issued pursuant to the Fundraising will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Fundraising. Any investment decision to buy Ordinary Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by finnCap. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

 

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UKMiFID II"); and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, finnCap will only procure investors (pursuant to the Placing) who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels. Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

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

INTRODUCTION

The Company today announces a proposed issue of Ordinary Shares at a placing price of 95 pence per Ordinary Share, to raise gross proceeds receivable by the Company of up to £5.5 million. An Issue Price of 95 pence represents a discount of approximately 9 per cent. to the closing mid-market price of an Ordinary Share of 104.5 pence on 29 April 2021, (being the latest practicable business day prior to the date of this Announcement).

The Board intends to use the net proceeds of the Fundraising to fund the expansion of the Company into new territories of Mainland Europe, Canada and Australia. Further information on the Company's use of proceeds is set out below.

The Ordinary Shares are being issued under the Company's existing shareholder authorities and it is expected that they will be admitted to trading on AIM on or around 7 May 2021.

The Placing is subject to the satisfaction of certain conditions set out in this announcement and the appendices hereto ("Appendices") (together, this "Announcement") and is being conducted by way of an accelerated bookbuild, which will be launched immediately following the publication of this Announcement. finnCap Ltd ("finnCap") is acting as Nominated Adviser and Broker in connection with the Placing. The number of Placing Shares which are to be placed at the Placing Price will be determined at the close of the Bookbuilding Process. The timing of the closing of the Bookbuilding Process and the allocations are at the absolute discretion of finnCap and the Company. Details of the number of Placing Shares to be placed will be announced as soon as practicable after the close of the Bookbuilding Process. The Placing is not being underwritten by finnCap.

The Fundraising is conditional, inter alia, on the Placing Agreement between the Company and finnCap becoming unconditional and not being terminated (in accordance with its terms).

Background to the Fundraising and Use of Proceeds

The directors believe the Company has continued to make excellent progress against its key growth metrics as the Board seeks to deliver against its ambition to become the preferred solution provider that organisations turn to globally for achieving payment security and PCI compliance in customer engagement environments.  The progress being made by the Company is a result of its focus on three strategic pillars that is incorporated into the Company's stated objectives: serving products from a true cloud environment; available globally; with a sales model that leverages the strengths of large and often global channel partners.

A key constituent of the Company's success over the last few years, the directors believe, has been that it was the first to bring a true cloud, secure payment technology solution to the contact centre market, and making the solution available globally.  Having set out a key strategic objective to be the leader in cloud-based secure payment services to the business communications market, over the last three years the Company has already expanded its platform to reach across multiple regions in EMEA, North America, and Australia. 

This has been achieved through a proportion of direct sales but more so through a channel partner sales model that has enabled the Company to consistently add new reseller partners to its ecosystem, many of whom are global cloud-based vendors themselves.  The Company provides full on-boarding to these partners allowing it, where possible, to integrate with their own solution offerings thus providing these partners with easy-to-deploy PCI compliant payment solutions that they can sell alongside their own core product offerings.

Through its early commitment to build a channel sales business, the Company continues to have  a growing ecosystem of partners including some of the best-known names in the business communications and payments markets.  The contact centre market is by majority made up of small to medium size sites (those with less than 250 agent seats).  For example, in the US alone, there are over 37,000 contact centres (94% of all contact centres in the region) with less than 250 seats.  The Company's ability to market, engage, and sell to this majority end of the market, via its channel ecosystem, is critical to realising the Company's true scale potential. A key aspect of the Company's model is that it does not focus on one particular sector of the market. It is able to successfully sell to small to medium size customers, leveraging its partners existing routes to market to address smaller customers in volume. The Company can as well sell, both through partners and directly, to the larger enterprise end of the contact centre market.

Given the progress made by the Company, the Directors believe that it has established the foundations to open up its Serviceable Addressable Market ("SAM") to maintain the Company's strong revenue growth over the longer term.  Whilst the Company's existing core markets of the USA and the UK have, in aggregate a total of approximately 4.4 million contact centre seats, the markets of Mainland Europe, Australia and Canada offer an exciting opportunity to significantly increase the Company's SAM. Mainland Europe has approximately 2.1 million contact centre seats, Canada has approximately 0.5 million contact centre seats with Australia having approximately 0.3 million contact centre seats. PCI Compliance is a global requirement and the Company has already made opportunistic sales into these regions both directly and through existing channel partners.   The Board believes by proactively growing its presence into these territories that it will potentially increase its SAM by 40 per cent.

The Company is therefore seeking to raise £5.5 million to fund its expansion into these new territories of Mainland Europe, Canada, and Australia. The Board believes that the funds raised will assist the Board's objectives to deliver strong revenue growth over the longer term. The proceeds raised will be used as follows:

  • Sales and marketing expansion: Increase marketing expenditure and grow the Company's sales teams regionally so as to drive sales traction in the new territories both direct and through existing and new channel partners; and

     

  • Investment in Partner and Customer Success: hiring resource into the Company's partner and customer success team in both North America and EMEA so as to continue to maintain the Company's low levels of churn and driving positive net retention over the longer term; and

     

  • Continued investment into engineering and product: The Company will continue to ensure it invests in its technology so as to further accelerate the evolution and efficiencies of the Company's core product set and features.

     

 

 

Current trading and prospects

The Board released its interim results for the six months to 31 December 2020 on 8 March 2021. In the six months to 31 December 2020, revenue increased by 56 per cent. year on year to £3.19 million with 86 per cent. of revenues being recurring. New ACV (annual contract value) in the period was £1.68 million so that as at 31 December 2020, Total Contracted ACV (TACV) was £8.3 million, up from £6.75 million at 30 June 2020.

Since 31 December 2020 the Group's trading has continued to be strong. 51 new customer contracts have been added between 1 January 2021 and 31 March 2021 with these contracts having an ACV of £0.83 million. As at 31 March 2021, TACV was £8.9 million. Time-to-go-live remains in line with management expectations which is an important KPI for the board, and as at 31 March 2021 cash stood at £4.99 million with net cash of £3.16 million.

 

Details of the Placing

Pursuant to the placing agreement, dated 30 April 2021 between finnCap and the Company (the "Placing Agreement"), finnCap has conditionally agreed, as an agent of the Company, to use its reasonable endeavours to procure subscribers for the new Ordinary Shares subject to the Placing (the "Placing Shares"). The Placing is conditional upon, inter alia, admission of the Placing Shares and the Subscription Shares (as defined below) to trading on AIM ("Admission") becoming effective on or before 8.00 a.m. (London time) on 7 May 2021 or such later date as may be agreed between finnCap and Company, but in any event no later than 8.00 a.m. (London time) on 21 May 2021, and the Placing Agreement and the Subscription Agreement (as defined below) not having been terminated prior to Admission. The Placing Shares will rank equally in all respects with the Company's existing Ordinary Shares. The Placing is not being underwritten.  The maximum number of Placing Shares is 5,789,473.

 

Details of the Subscription

On 30 April 2021, the Company entered into a subscription agreement ("Subscription Agreement") with Burgundy Asset Management Ltd. (the "Subscriber") pursuant to which the Subscriber conditionally agreed to subscribe for 650,000 Ordinary Shares ("Subscription Shares").  The Subscription Agreement is conditional upon, inter alia, (i) Admission and (ii) the Placing Agreement becoming unconditional in all respects (save for (i) any condition relation to Admission and (ii) any condition in the Placing Agreement as to the Subscription Agreement becoming unconditional).  Under the Subscription Agreement, the Company gives certain warranties to the Subscriber.  The Subscriber can terminate the Subscription Agreement prior to Admission if there is a breach of warranty which has a material adverse impact on the financial position of the Company in the context of the Subscription or if any of the conditions cannot be fulfilled. 

This announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Bookbuild described in the Appendix to this announcement (which forms part of this announcement).

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this announcement in its entirety (including the Appendix), and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

 

Proposed Director Participation

James Barham, the CEO of the Company, has indicated that he intends to participate in the Placing. Should he do so, then such participation will be regarded as a related party transaction for the purposes of the AIM Rules.

 

 

 

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.

THIS ANNOUNCEMENT, INCLUDING THE TERMS AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(e) OF THE PROSPECTUS REGULATION (REGULATION (EU_2017/1129) (THE "EU PROSPECTUS REGULATION") ("EU QUALIFIED INVESTORS"); (2) IF IN THE UNITED KINGDOM, "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(e) OF THE EU PROSPECTUS REGULATION, WHICH FORMS PART OF RETAINED EU LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") AND WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER AND ARE  "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") ("UK QUALIFIED INVESTORS") AND (C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT; (3) IF RESIDENT IN CANADA, (I) "ACCREDITED INVESTORS" WITHIN THE MEANING OF SECTION 1.1 OF NATIONAL INSTRUMENT 45-106 - PROSPECTUS EXEMPTIONS ("NI 45-106") OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AS APPLICABLE, AND THAT ARE EITHER PURCHASING THE ORDINARY SHARES AS PRINCIPAL FOR THEIR OWN ACCOUNT, OR ARE DEEMED TO BE PURCHASING THE ORDINARY SHARES AS PRINCIPAL FOR THEIR OWN ACCOUNT IN ACCORDANCE WITH APPLICABLE CANADIAN SECURITIES LAWS, FOR INVESTMENT ONLY AND NOT WITH A VIEW TO RESALE OR REDISTRIBUTION; (II) NOT CREATED OR USED SOLELY TO PURCHASE OR HOLD THE ORDINARY SHARES AS AN ACCREDITED INVESTOR UNDER NI 45-106; AND (III) "PERMITTED CLIENTS" WITHIN THE MEANING OF NATIONAL INSTRUMENT 31-103 - REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN PCI-PAL PLC.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

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

The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Bookrunner or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Bookrunner to inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and do not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in 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; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, the Republic of South Africa or Japan. 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, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom.

Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UKMiFID II"); and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, finnCap will only procure investors (pursuant to the Placing) who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels. Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement should be read in its entirety.

By participating in the Placing (such participation to be confirmed in a recorded telephone conversation with the Bookrunner), each Placee will be deemed to have read and understood this Announcement, including these Terms and Conditions, in its entirety, to be participating and acquiring Placing Shares on the terms and conditions contained in this Announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

In particular, each such Placee irrevocably represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:

  • it is a Relevant Person and that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
  • in the case of any Placing Shares acquired by it within the United Kingdom as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, (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 the United Kingdom or to which the UK Prospectus Regulation otherwise applies other than UK Qualified Investors or in circumstances in which the prior consent of finnCap has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;
  • in the case of any Placing Shares acquired by it within the EEA as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, (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 EEA or to which the EU Prospectus Regulation otherwise applies other than EU Qualified Investors or in circumstances in which the prior consent of finnCap 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 EU Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;
  • it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in these Terms and Conditions;
  • it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in these Terms and Conditions; and
  • it (and any account referred to in paragraph 3 above) is located outside the United States and is acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.

 

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the Financial Conduct Authority ("FCA") in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in writing in any contract note sent to an individual Placee.

Each Placee, by participating in the Placing, agrees that the content of this Announcement are exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of the Bookrunner or the Company or any other person and none of the Bookrunner, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in this Announcement, including this Appendix, to be legal, tax, business or other advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

The Bookrunner will has entered into a "Placing Agreement" with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, the Bookrunner, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Issue Price.

The Placing Shares will, when issued, be subject to the memorandum and articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

Application for admission to trading

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM.

It is expected that Admission will take place on or around 8.00 a.m. on 7 May 2021 and that dealings in the Placing Shares on AIM will commence at the same time.

Principal terms of the Placing

  • The Bookrunner is acting as nominated adviser, financial adviser and broker to the Placing as agent for and on behalf of the Company.
  • Participation in the Placing will only be available to persons who may lawfully be, and are, invited by the Bookrunner to participate. The Bookrunner and any of its affiliates are entitled to participate in the Placing as principal.
  • The price per Placing Share (the "Issue Price") is fixed at 95 pence and is payable to the Bookrunner (as agent for the Company on the Placing) by all Placees.
  • Each Placee's allocation will be determined by the Bookrunner in its discretion following consultation with the Company and will be confirmed orally by the Bookrunner.
  • Each Placee's commitment will be confirmed in and evidenced by a recorded telephone call between representatives of the Bookrunner and the relevant Placee (the "Recorded Call"). This Announcement, including the terms and conditions set out in this Appendix, will be deemed incorporated into the contract which is entered into on the Recorded Call and will be legally binding on the relevant Placee(s) on behalf of whom the commitment is made with effect from the end of the Recorded Call and, except with the Bookrunner's prior written consent, will not be capable of variation or revocation after such time. Without prejudice to the foregoing, a contract note recording each Placee's commitment will be sent to them following the Recorded Call.
  • From the end of the relevant Recorded Call, each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Bookrunner (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.
  • Except as required by law or regulation, no press release or other announcement will be made by the Bookrunner or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
  • Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are 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".
  • All obligations 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 "Termination of the Placing".
  • By participating in the Placing, each Placee will agree 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.
  • To the fullest extent permissible by law and applicable FCA rules, neither:
    • the Bookrunner;
    • any of its affiliates, agents, advisers, directors, officers, consultants or employees; nor
    • to the extent not contained within (a) or (b), any person connected with the Bookrunner as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of the Bookrunner),

    shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither the Bookrunner nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Bookrunner's conduct of the Placing or of such alternative method of effecting the Placing as the Bookrunner and the Company may agree.

Registration and settlement

By participating in the Placing, 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 the Bookrunner in accordance with either the standing CREST or certificated settlement instructions which they have in place with the Bookrunner.

Settlement of transactions in the Placing Shares (ISIN: GB0009737155) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST will be on a delivery versus payment basis ("DVP") unless otherwise notified by the Bookrunner and is expected to occur on 7 May 2021 (the "Settlement Date"). However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Bookrunner may agree that the Placing Shares should be issued in certificated form. The Bookrunner reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as it deems necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located.

Interest is chargeable daily on payments not received from Placees on or before the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 3 percentage points above prevailing base rate of Barclays Bank plc as determined by the Bookrunner.

Each Placee is deemed to agree that if it does not comply with these obligations, the Bookrunner may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for the Bookrunner's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the Issue Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise (if any) upon the sale of its Placing Shares on its behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, any relevant contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of the Bookrunner under the Placing Agreement are, and the Placing is, conditional upon, inter alia:

  • the warranties contained in the Placing Agreement ("Warranties") being true and accurate in all material respects and not misleading when made on the date of the Placing Agreement and at Admission by reference to the facts and circumstances subsisting at that time;
  • the Subscription Agreement (i) not having been terminated or rescinded before Admission and (ii) having become unconditional in all respects save in respect of Admission and any condition in the Subscription Agreement as to the Placing Agreement becoming unconditional;
  • the Company having fully performed its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;
  • the Bookrunner not having exercised its right to terminate the Placing Agreement;
  • no matter arising that might give rise to a claim under the indemnity; and
  • Admission having become effective at or around 8.00 a.m. on 7 May 2021 or such later time as the Bookrunner may agree with the Company but in any event no later than 8.00 a.m. on 21 May 2021 (the "Long Stop Date");

(all conditions to the obligations of the Bookrunner included in the Placing Agreement being together, the "conditions").

If any of the conditions is not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Bookrunner may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.

The Bookrunner may, in its absolute discretion and upon such terms as it thinks fit, waive fulfilment of all or any of the conditions in the Placing Agreement in whole or in part, or extend the time provided for fulfilment of one or more conditions, save that certain conditions including the condition relating to Admission referred to in paragraph (f) above may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in these Terms and Conditions.

The Bookrunner may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Neither the Bookrunner nor any of its affiliates, agents, advisers, directors, officers or employees nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them 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 any of them may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Bookrunner.

Termination of the Placing

The Bookrunner may, in its absolute discretion, by notice to the Company, terminate the Placing Agreement at any time up to Admission if, inter alia:

  • any statement contained in any document or announcement issued or published by or on behalf of the Company in connection with the Placing ("Placing Documents") has become untrue or inaccurate in any material respect or misleading or any matter has arisen which would, if the Placing Documents were issued at that time, constitute a material omission from the Placing Documents or any of them or would otherwise render it untrue in any material respect or misleading;
  • any of the Warranties was untrue or inaccurate in any material respect or misleading when made and/or that any of the Warranties has ceased to be true or accurate in any material respect or has become misleading at any time prior to Admission, in each case by reference to the facts and circumstances subsisting at that time;
  • the Company is in breach of any provision of the Placing Agreement or otherwise fails to fully perform its obligations under the Placing Agreement;
  • there has been a breach by any party of any of its undertakings, warranties, covenants or obligations under the Subscription Agreement;
  • the Subscription Agreement is terminated or rescinded; or
  • there occurs a material adverse change in or an event having a serious adverse effect on the operations, properties, condition (financial or other), trading position or prospects or results of operations or general affairs of the Company (and its subsidiaries) taken as a whole such that in the reasonable opinion of the Bookrunner (acting in good faith) the Placing Shares cannot be placed successfully.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

By participating in the Placing, each Placee agrees with the Company and the Bookrunner that the exercise by the Company or the Bookrunner of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or the Bookrunner or for agreement between the Company and the Bookrunner (as the case may be) and that neither the Company nor the Bookrunner need make any reference to such Placee and that none of the Company, the Bookrunner nor any of their respective affiliates, agents, advisers, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it at any time after the end of the Recorded Call confirming the relevant Placee's allocation and commitment in the Placing.

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges, confirms and agrees (for itself and for any such prospective Placee) that (save where the Bookrunner expressly agrees in writing to the contrary):

  • it has read and understood this Announcement, including this Appendix, in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;
  • no offering document, prospectus or admission document has been or will be prepared in connection with the Placing and it has not received a prospectus, admission document or other offering document in connection with the Placing or the Placing Shares;
  • the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules and the Market Abuse Regulation (EU Regulation No. 596/2014 as it forms part of UK law as retained EU law as defined in, and by virtue of, the European Union (Withdrawal) Act 2018 ("UK MAR")), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;
  • it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial position and other aspects of the Company in accepting a participation in the Placing and neither the Bookrunner nor the Company nor any of their respective affiliates, agents, advisers, directors, officers or employees nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in the Announcement or the Publicly Available Information; nor has it requested the Bookrunner, the Company, any of their respective affiliates, agents, advisers, directors, employees or officers or any person acting on behalf of any of them to provide it with any such information;
  • neither the Bookrunner nor any person acting on behalf of it nor any of its affiliates, agents, directors, officers or employees has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for any fraudulent misrepresentation made by that person;
    • the only information on which it is entitled to rely on and on which it has relied in committing to acquire the Placing Shares is contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement and the Publicly Available Information;
    • neither the Bookrunner nor any of their respective affiliates, agents, directors, officers or employees have made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of this Announcement or the Publicly Available Information;
    • it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and
  • it has not relied on any investigation that the Bookrunner or any person acting on its behalf may have conducted with respect to the Company, the Placing or the Placing Shares;
  • the content of this Announcement and the other Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither the Bookrunner nor any persons acting on its behalf is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement or the other Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the other Publicly Available Information or otherwise. Nothing in these Terms and Conditions shall exclude any liability of any person for fraudulent misrepresentation;
  • it has the funds available to pay for the Placing Shares which it has agreed to acquire and acknowledges and agrees that it will pay the total subscription amount in accordance with this Announcement, including this Appendix, by the due time and date set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as the Bookrunner determines;
  • it and/or each person on whose behalf it is participating:
    • is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;
    • has fully observed such laws and regulations;
    • has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and
    • has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement, including this Appendix) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares;
  • it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired will not be, a resident of, or with an address in, or subject to the laws of, Australia, Canada, the Republic of South Africa or Japan, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, the Republic of South Africa or Japan and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;
  • it and the person(s), if any, for whose account and benefit it is subscribing for Placing Shares is, and at the time the Placing Shares are acquired will be, located outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;
  • it understands that the Placing Shares have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from the registration requirements of the Securities Act and, in each case, in accordance with applicable state securities laws; the Placing Shares will not be offered to the public in the United States and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;
  • it and the person(s), if any, for whose account and benefit it is subscribing for the Placing Shares is not acquiring the Placing Shares with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any state thereof;
  • it is not acquiring the Placing Shares as a result of any "directed selling efforts" (as such term is defined in Regulation S under the Securities Act);
  • it will not distribute, forward, transfer or otherwise transmit these Terms and Conditions and/or the Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
  • none of the Bookrunner, its affiliates and any person acting on behalf of any of them is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of the Bookrunner and that the Bookrunner has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
  • it will make payment to the Bookrunner for the Placing Shares allocated to it in accordance with these Terms and Conditions on or by 7 May 2021 (or if later the date of Admission (provided that the date of Admission is no later than the Long Stop Date) as notified to it by the Bookrunner), failing which the relevant Placing Shares may be placed with others on such terms as the Bookrunner determines in its absolute discretion without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement, including this Appendix) which may arise upon the sale of such Placee's Placing Shares on its behalf;
  • its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Bookrunner may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
  • no action has been or will be taken by any of the Company, the Bookrunner or any person acting on behalf of the Company or the Bookrunner that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;
  • the person who it specifies for registration as holder of the Placing Shares will be:
    • the Placee; or
    • a nominee of the Placee, as the case may be.
  • the Bookrunner and the Company will not be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to indemnify the Company and the Bookrunner in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of the Bookrunner or transferred to a CREST stock account of the Bookrunner who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;
  • the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;
  • if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
  • it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or in the EEA except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA or an offer to the public in the UK or any member state of the EEA within the meaning of the UK Prospectus Regulation and the EU Prospectus Regulation;
  • if within the United Kingdom, it is a person falling within Article 19(5) and/or Article 49(2)(a) to (d) of the Order and is a UK Qualified Investor or is a person to whom this Announcement may otherwise be lawfully communicated;
  • any offer of Placing Shares may only be directed at persons in member states of the EEA who are EU Qualified Investors and represents and agrees that, in the EEA, it is such an EU Qualified Investor;
  • if within the United Kingdom it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom or to which the UK Prospectus Regulation otherwise applies other than to UK Qualified Investors, or in circumstances in which the prior consent of finnCap has been given to the proposed offer or resale;
  • if within the EEA it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA or to which the EU Prospectus Regulation otherwise applies other than to EU Qualified Investors, or in circumstances in which the prior consent of finnCap has been given to the proposed offer or resale;
  • it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
  • it has complied and it will comply with all applicable laws in any jurisdiction with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA in respect of anything done in, from or otherwise involving the United Kingdom);
  • if it has received any inside information (for the purposes of UK MAR and/or section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in advance of the Placing, it has not:
    • dealt (or attempted to deal) in the securities of the Company;
    • encouraged, recommended or induced another person to deal in the securities of the Company; or
    • unlawfully disclosed such information to any person, prior to the information being made publicly available;
  • neither the Bookrunner, the Company nor any of their respective affiliates, agents, advisers, directors, officers or employees nor any person acting on behalf of the Bookrunner or its affiliates, agents, directors, officers or employees is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of any of the Bookrunner's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
  • the Bookrunner and its affiliates, acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement, including in this Appendix, to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, the Bookrunner and/or any of its affiliates acting as an investor for its or their own account(s). Neither the Bookrunner nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;
  • it:
    • has complied, and will comply, with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017;
    • is not a person:
      • with whom transactions are prohibited under the US 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;
      • named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or
      • subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law,

      (all such statutes, rules and regulations referred to in this paragraph 32 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 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 the Bookrunner such evidence, if any, as to the identity or location or legal status of any person which it may request from it in connection with the Placing (for the purpose of complying with the 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 the Bookrunner on the basis that any failure by it to do so may result in the number of Placing Shares that are to be acquired by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Bookrunner may decide at its sole discretion;

  • in order to ensure compliance with the Regulations, the Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to the Bookrunner or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the Bookrunner's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the Bookrunner's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity the Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either the Bookrunner and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
  • it acknowledges that its commitment to acquire Placing Shares on the terms and conditions set out in this Announcement will continue notwithstanding any amendment that may in future be made to this Announcement of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Bookrunner's conduct of the Placing;
  • it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;
  • it irrevocably appoints any duly authorised officer of the Bookrunner as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares which it agrees to acquire upon the these Terms and Conditions;
  • the Company, the Bookrunner and others (including each of their respective affiliates, agents, advisers, directors, officers and employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to the Bookrunner on its own behalf and on behalf of the Company and are irrevocable;
  • it is acting as principal only in respect of the Placing or, if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it is duly authorised to do so and it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;
  • time is of the essence as regards its obligations under these Terms and Conditions;
  • any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the Bookrunner;
  • the Placing Shares will be issued subject to this Announcement, including this Appendix; and
  • this Announcement, including this Appendix and all documents into which this Announcement, including this Appendix, is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire Placing Shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute (contractual or otherwise) or matter arising out of or in connection with such contract except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with interest chargeable thereon) may be taken by the Company or the Bookrunner 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.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, the Bookrunner and each of their respective affiliates, agents, directors, officers and employees 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 given by the Placee (and any person acting on such Placee's behalf) in this Announcement, including this Appendix, or incurred by the Bookrunner, the Company or each of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in this Announcement, including this Appendix, and further agrees that the provisions of this Announcement, including this Appendix, shall survive after the completion of the Placing.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company. Such agreement assumes that the Placing Shares are not being acquired 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 related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor the Bookrunner shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and they should notify the Bookrunner accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect 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 non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Bookrunner in the event that either the Company and/or the Bookrunner have incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements and undertakings contained in this Announcement, including this Appendix, are given to the Bookrunner for itself and on behalf of the Company and are irrevocable.

finnCap is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and finnCap will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement, including this Appendix.

Each Placee and any person acting on behalf of the Placee acknowledges that the Bookrunner does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Bookrunner may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.

When a Placee or any person acting on behalf of the Placee is dealing with the Bookrunner, any money held in an account with the Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from the Bookrunner's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

In this Announcement, including this Appendix, any words following the terms "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

References to time in this Announcement are to London time, unless otherwise stated.

All times and dates in this Announcement, including this Appendix, may be subject to amendment. Placees will be notified of any changes.

No statement in this Announcement, including this Appendix, is intended to be a profit forecast or estimate, and no statement in this Announcement, including this Appendix, should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement, including this Appendix.

DEFINITIONS

The following definitions apply to this Announcement, including this Appendix:

Admission

admission of the Placing Shares and the Subscription Shares to trading on AIM becoming effective within the meaning of Rule 6 of the AIM Rules for Companies issued by London Stock Exchange

AIM

AIM, a market operated by the London Stock Exchange

Bookrunner

finnCap Ltd registered in England and Wales under number 06198898 whose registered office is at 60 New Broad Street, London EC2M 1JJ (together with its affiliates)

Company

PCI-PAL PLC registered in England and Wales under number 03869545 whose registered office is at 7 Gamma Terrace, Ransomes Europark, Ipswich, Suffolk IP3 9FF

CREST

the computerised settlement system to facilitate transfer of the title to an interest in securities in uncertificated form operated by Euroclear UK & Ireland

Euroclear UK & Ireland

Euroclear UK & Ireland Limited

Issue Price

95 pence per Placing Share

London Stock Exchange

London Stock Exchange plc

Ordinary Shares

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

Placees

persons who agree to subscribe for Placing Shares at the Issue Price

Placing

the conditional placing of the Placing Shares by the Bookrunner on behalf of the Company at the Issue Price, in accordance with the Placing Agreement

Placing Agreement

the conditional placing agreement relating to the Placing of the Placing Shares between the Company and the Bookrunner

Placing Shares

up to 5,139,473 new Ordinary Shares to be issued in connection with the Placing

Regulation S

Regulation S under the Securities Act

Securities Act

the U.S. Securities Act of 1933, as amended

Shareholders

holders of Ordinary Shares

Subscriber

Burgundy Asset Management Ltd

Subscription

the subscription for the Subscription Shares by Subscriber pursuant to the terms of the Subscription Agreement

Subscription Agreement

the agreement entered into by the Company and the Subscriber in connection with the Subscription

Subscription Shares

the 650,000 new Ordinary Shares to be issued to the Subscriber pursuant to the terms of the Subscription Agreement

Proposed Placing to raise £5.5 million to accelerate global growth

Apr 30, 2021, 06:25 AM by paul.alleway Alleway

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF MAR.

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

PCI-PAL PLC (AIM: PCIP), the global cloud provider of secure payment solutions for business communications, today announces its intention to conduct a fundraising to raise gross proceeds of up to approximately £5.5 million through a placing to new and existing institutional investors (the "Placing") of new ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") by way of an accelerated bookbuild (the "Bookbuild") and a separate direct subscription for new Ordinary Shares (the "Subscription", together with the Placing the "Fundraising").

 

Highlights

  • Proposed Fundraising of up to 5,789,473 Ordinary Shares at a price of 95 pence per Ordinary Share (the "Issue Price") to raise gross proceeds for the Company of up to £5.5 million
  • The net proceeds of the Fundraising receivable by the Company will be used to fund the Company's further expansion into the new territories of Mainland Europe, Canada and Australia.
  • The net proceeds of the Fundraising should allow the Company to accelerate long-term growth through targeting a larger addressable market underpinned by the Company's high margin, scalable, globally available SaaS technology platform.
  • The Placing is to be conducted by way of an accelerated bookbuild process which will commence immediately following this Announcement and will be subject to the terms and conditions set out in the Appendix to this Announcement.
  • The Placing Price represents a discount of approximately 9 per cent. to the closing mid-market price of an Ordinary Share on 29 April 2021, being the last trading day prior to this Announcement.

This Announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Placing and any participation in the Placing that is described in the Appendix to this Announcement (which forms part of this Announcement).

 

The Fundraising

It is expected that up to approximately 5,789,473 new Ordinary Shares will be issued pursuant to the Fundraising, which would represent up to approximately 9.7 per cent. of the Company's current issued share capital (excluding shares held in treasury). The Fundraising will be effected pursuant to existing authorities of the Company, granted at the Company's annual general meeting on 5 November 2020 permitting it to issue new Ordinary Shares on a non pre-emptive basis.

The Placing is being made available to institutional investors and is not being made available to the public. PCI Pal has entered into a placing agreement with finnCap Ltd ("finnCap") to act as bookrunner (the "Bookrunner") in relation to the Placing.

The Placing is subject to the satisfaction of certain conditions set out in this Announcement and the appendices hereto and is being conducted by way of the Bookbuild which will be launched with immediate effect following release of this Announcement. The timing of the closing of the Bookbuild, the number of new Ordinary Shares issued pursuant to the Placing and Subscription and allocations are at the sole discretion of the Company and the Bookrunner. The Bookrunner reserves the right to close the Bookbuild without further notice. There can be no certainty that the Fundraising will complete. The Fundraising is being undertaken on a reasonable endeavours basis and is not being underwritten.

A further announcement following the close of the Bookbuild, confirming the final details of the Fundraising is expected to be made in due course.

The ticker for the Company's ordinary shares is PCIP. The Company's LEI is 213800XTX34IQYMYES95.

 

For further information, please contact:

PCI-PAL PLC

Via Walbrook PR

James Barham - Chief Executive Officer

William Good - Chief Financial Officer

 

 

 

finnCap (Nominated Adviser and Broker)

 

+44 (0) 20 7227 0500

Marc Milmo/Simon Hicks/Fergus Sullivan (Corporate Finance)

Richard Chambers (Corporate Broking)

 

 
  

Walbrook PR

+44 (0) 20 7933 8780

Tom Cooper/Paul Vann

+44 (0) 797 122 1972

 

[email protected]

 

About PCI Pal:

PCI Pal is a leading provider of Software-as-a-Service ("SaaS") solutions that empower companies to take payments from their customers securely, adhere to strict industry governance, and remove their business from the significant risks posed by non-compliance and data loss.  Our products secure payments and data in any business communications environment including voice, chat, social, email, and contact centre.  We are integrated to, and resold by, some of the worlds' leading business communications vendors, as well as major payment service providers.

The entirety of our product-base is available from our global cloud platform hosted in Amazon Web Services ("AWS"), with regional instances across EMEA, North America, and ANZ. 

 

 

IMPORTANT NOTICES AND DISCLAIMER

This Announcement has been issued by and is the sole responsibility of the Company.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This Announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation (as defined below)) to be published.

This Announcement is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investment and who are: (a) if in a member state of the European Economic Area, "qualified investors" as defined in Article 2(e) of Regulation (EU) 2017/1129(the "EU Prospectus Regulation") ("EU Qualified Investors");  (b) if in the United Kingdom, "qualified investors" as defined in Article 2€ of the EU Prospectus Regulation which forms part of retained EU law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") and who (i) fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) fall within  article 49(2)(a) to (d) of the Order and are "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000 (as amended) (the "FSMA"); (c) persons in Canada that are (i) "accredited investors" within the meaning of section 1.1 of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") or subsection 73.3(1) of the Securities Act (Ontario), as applicable, and that are either purchasing the Ordinary Shares as principal for their own account, or are deemed to be purchasing the Ordinary Shares as principal for their own account in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) not created or used solely to purchase or hold the Ordinary Shares as an accredited investor under NI 45-106; and (iii) "permitted clients" within the meaning of National Instrument 31-103 - Registration Requirements, Exemptions And Ongoing Registrant Obligations and (e) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "relevant persons"). Any investment in connection with the Placing will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this Announcement or any of its contents.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the UK only in circumstances in which section 21(1) of FSMA does not apply.

finnCap Ltd, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as Nominated Adviser, broker and sole bookrunner to the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of finnCap nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on finnCap by the FSMA or by the regulatory regime established under it, and except in the event of their committing fraud, neither finnCap nor any of its respective affiliates accepts any responsibility whatsoever for the accuracy, completeness or sufficiency of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of finnCap or any of its respective affiliates in connection with the Company, the Ordinary Shares or the Fundraising. finnCap and each of its respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement.

The distribution of this Announcement and the offering of the Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or finnCap 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 finnCap 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 "aim", "anticipate", "believe", "intend", "plan" "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 the 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, except as required by applicable law or regulation, neither the Company nor finnCap nor their respective affiliates assume 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.

No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

The New Ordinary Shares to be issued pursuant to the Fundraising will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Fundraising. Any investment decision to buy Ordinary Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by finnCap. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

 

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UKMiFID II"); and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, finnCap will only procure investors (pursuant to the Placing) who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels. Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

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

INTRODUCTION

The Company today announces a proposed issue of Ordinary Shares at a placing price of 95 pence per Ordinary Share, to raise gross proceeds receivable by the Company of up to £5.5 million. An Issue Price of 95 pence represents a discount of approximately 9 per cent. to the closing mid-market price of an Ordinary Share of 104.5 pence on 29 April 2021, (being the latest practicable business day prior to the date of this Announcement).

The Board intends to use the net proceeds of the Fundraising to fund the expansion of the Company into new territories of Mainland Europe, Canada and Australia. Further information on the Company's use of proceeds is set out below.

The Ordinary Shares are being issued under the Company's existing shareholder authorities and it is expected that they will be admitted to trading on AIM on or around 7 May 2021.

The Placing is subject to the satisfaction of certain conditions set out in this announcement and the appendices hereto ("Appendices") (together, this "Announcement") and is being conducted by way of an accelerated bookbuild, which will be launched immediately following the publication of this Announcement. finnCap Ltd ("finnCap") is acting as Nominated Adviser and Broker in connection with the Placing. The number of Placing Shares which are to be placed at the Placing Price will be determined at the close of the Bookbuilding Process. The timing of the closing of the Bookbuilding Process and the allocations are at the absolute discretion of finnCap and the Company. Details of the number of Placing Shares to be placed will be announced as soon as practicable after the close of the Bookbuilding Process. The Placing is not being underwritten by finnCap.

The Fundraising is conditional, inter alia, on the Placing Agreement between the Company and finnCap becoming unconditional and not being terminated (in accordance with its terms).

Background to the Fundraising and Use of Proceeds

The directors believe the Company has continued to make excellent progress against its key growth metrics as the Board seeks to deliver against its ambition to become the preferred solution provider that organisations turn to globally for achieving payment security and PCI compliance in customer engagement environments.  The progress being made by the Company is a result of its focus on three strategic pillars that is incorporated into the Company's stated objectives: serving products from a true cloud environment; available globally; with a sales model that leverages the strengths of large and often global channel partners.

A key constituent of the Company's success over the last few years, the directors believe, has been that it was the first to bring a true cloud, secure payment technology solution to the contact centre market, and making the solution available globally.  Having set out a key strategic objective to be the leader in cloud-based secure payment services to the business communications market, over the last three years the Company has already expanded its platform to reach across multiple regions in EMEA, North America, and Australia. 

This has been achieved through a proportion of direct sales but more so through a channel partner sales model that has enabled the Company to consistently add new reseller partners to its ecosystem, many of whom are global cloud-based vendors themselves.  The Company provides full on-boarding to these partners allowing it, where possible, to integrate with their own solution offerings thus providing these partners with easy-to-deploy PCI compliant payment solutions that they can sell alongside their own core product offerings.

Through its early commitment to build a channel sales business, the Company continues to have  a growing ecosystem of partners including some of the best-known names in the business communications and payments markets.  The contact centre market is by majority made up of small to medium size sites (those with less than 250 agent seats).  For example, in the US alone, there are over 37,000 contact centres (94% of all contact centres in the region) with less than 250 seats.  The Company's ability to market, engage, and sell to this majority end of the market, via its channel ecosystem, is critical to realising the Company's true scale potential. A key aspect of the Company's model is that it does not focus on one particular sector of the market. It is able to successfully sell to small to medium size customers, leveraging its partners existing routes to market to address smaller customers in volume. The Company can as well sell, both through partners and directly, to the larger enterprise end of the contact centre market.

Given the progress made by the Company, the Directors believe that it has established the foundations to open up its Serviceable Addressable Market ("SAM") to maintain the Company's strong revenue growth over the longer term.  Whilst the Company's existing core markets of the USA and the UK have, in aggregate a total of approximately 4.4 million contact centre seats, the markets of Mainland Europe, Australia and Canada offer an exciting opportunity to significantly increase the Company's SAM. Mainland Europe has approximately 2.1 million contact centre seats, Canada has approximately 0.5 million contact centre seats with Australia having approximately 0.3 million contact centre seats. PCI Compliance is a global requirement and the Company has already made opportunistic sales into these regions both directly and through existing channel partners.   The Board believes by proactively growing its presence into these territories that it will potentially increase its SAM by 40 per cent.

The Company is therefore seeking to raise £5.5 million to fund its expansion into these new territories of Mainland Europe, Canada, and Australia. The Board believes that the funds raised will assist the Board's objectives to deliver strong revenue growth over the longer term. The proceeds raised will be used as follows:

  • Sales and marketing expansion: Increase marketing expenditure and grow the Company's sales teams regionally so as to drive sales traction in the new territories both direct and through existing and new channel partners; and

     

  • Investment in Partner and Customer Success: hiring resource into the Company's partner and customer success team in both North America and EMEA so as to continue to maintain the Company's low levels of churn and driving positive net retention over the longer term; and

     

  • Continued investment into engineering and product: The Company will continue to ensure it invests in its technology so as to further accelerate the evolution and efficiencies of the Company's core product set and features.

     

 

 

Current trading and prospects

The Board released its interim results for the six months to 31 December 2020 on 8 March 2021. In the six months to 31 December 2020, revenue increased by 56 per cent. year on year to £3.19 million with 86 per cent. of revenues being recurring. New ACV (annual contract value) in the period was £1.68 million so that as at 31 December 2020, Total Contracted ACV (TACV) was £8.3 million, up from £6.75 million at 30 June 2020.

Since 31 December 2020 the Group's trading has continued to be strong. 51 new customer contracts have been added between 1 January 2021 and 31 March 2021 with these contracts having an ACV of £0.83 million. As at 31 March 2021, TACV was £8.9 million. Time-to-go-live remains in line with management expectations which is an important KPI for the board, and as at 31 March 2021 cash stood at £4.99 million with net cash of £3.16 million.

 

Details of the Placing

Pursuant to the placing agreement, dated 30 April 2021 between finnCap and the Company (the "Placing Agreement"), finnCap has conditionally agreed, as an agent of the Company, to use its reasonable endeavours to procure subscribers for the new Ordinary Shares subject to the Placing (the "Placing Shares"). The Placing is conditional upon, inter alia, admission of the Placing Shares and the Subscription Shares (as defined below) to trading on AIM ("Admission") becoming effective on or before 8.00 a.m. (London time) on 7 May 2021 or such later date as may be agreed between finnCap and Company, but in any event no later than 8.00 a.m. (London time) on 21 May 2021, and the Placing Agreement and the Subscription Agreement (as defined below) not having been terminated prior to Admission. The Placing Shares will rank equally in all respects with the Company's existing Ordinary Shares. The Placing is not being underwritten.  The maximum number of Placing Shares is 5,789,473.

 

Details of the Subscription

On 30 April 2021, the Company entered into a subscription agreement ("Subscription Agreement") with Burgundy Asset Management Ltd. (the "Subscriber") pursuant to which the Subscriber conditionally agreed to subscribe for 650,000 Ordinary Shares ("Subscription Shares").  The Subscription Agreement is conditional upon, inter alia, (i) Admission and (ii) the Placing Agreement becoming unconditional in all respects (save for (i) any condition relation to Admission and (ii) any condition in the Placing Agreement as to the Subscription Agreement becoming unconditional).  Under the Subscription Agreement, the Company gives certain warranties to the Subscriber.  The Subscriber can terminate the Subscription Agreement prior to Admission if there is a breach of warranty which has a material adverse impact on the financial position of the Company in the context of the Subscription or if any of the conditions cannot be fulfilled. 

This announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Bookbuild described in the Appendix to this announcement (which forms part of this announcement).

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this announcement in its entirety (including the Appendix), and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

 

Proposed Director Participation

James Barham, the CEO of the Company, has indicated that he intends to participate in the Placing. Should he do so, then such participation will be regarded as a related party transaction for the purposes of the AIM Rules.

 

 

 

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.

THIS ANNOUNCEMENT, INCLUDING THE TERMS AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(e) OF THE PROSPECTUS REGULATION (REGULATION (EU_2017/1129) (THE "EU PROSPECTUS REGULATION") ("EU QUALIFIED INVESTORS"); (2) IF IN THE UNITED KINGDOM, "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(e) OF THE EU PROSPECTUS REGULATION, WHICH FORMS PART OF RETAINED EU LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") AND WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER AND ARE  "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") ("UK QUALIFIED INVESTORS") AND (C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT; (3) IF RESIDENT IN CANADA, (I) "ACCREDITED INVESTORS" WITHIN THE MEANING OF SECTION 1.1 OF NATIONAL INSTRUMENT 45-106 - PROSPECTUS EXEMPTIONS ("NI 45-106") OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AS APPLICABLE, AND THAT ARE EITHER PURCHASING THE ORDINARY SHARES AS PRINCIPAL FOR THEIR OWN ACCOUNT, OR ARE DEEMED TO BE PURCHASING THE ORDINARY SHARES AS PRINCIPAL FOR THEIR OWN ACCOUNT IN ACCORDANCE WITH APPLICABLE CANADIAN SECURITIES LAWS, FOR INVESTMENT ONLY AND NOT WITH A VIEW TO RESALE OR REDISTRIBUTION; (II) NOT CREATED OR USED SOLELY TO PURCHASE OR HOLD THE ORDINARY SHARES AS AN ACCREDITED INVESTOR UNDER NI 45-106; AND (III) "PERMITTED CLIENTS" WITHIN THE MEANING OF NATIONAL INSTRUMENT 31-103 - REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN PCI-PAL PLC.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

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

The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Bookrunner or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Bookrunner to inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and do not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in 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; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, the Republic of South Africa or Japan. 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, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom.

Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UKMiFID II"); and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, finnCap will only procure investors (pursuant to the Placing) who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels. Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement should be read in its entirety.

By participating in the Placing (such participation to be confirmed in a recorded telephone conversation with the Bookrunner), each Placee will be deemed to have read and understood this Announcement, including these Terms and Conditions, in its entirety, to be participating and acquiring Placing Shares on the terms and conditions contained in this Announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

In particular, each such Placee irrevocably represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:

  • it is a Relevant Person and that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
  • in the case of any Placing Shares acquired by it within the United Kingdom as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, (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 the United Kingdom or to which the UK Prospectus Regulation otherwise applies other than UK Qualified Investors or in circumstances in which the prior consent of finnCap has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;
  • in the case of any Placing Shares acquired by it within the EEA as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, (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 EEA or to which the EU Prospectus Regulation otherwise applies other than EU Qualified Investors or in circumstances in which the prior consent of finnCap 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 EU Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;
  • it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in these Terms and Conditions;
  • it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in these Terms and Conditions; and
  • it (and any account referred to in paragraph 3 above) is located outside the United States and is acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.

 

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the Financial Conduct Authority ("FCA") in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in writing in any contract note sent to an individual Placee.

Each Placee, by participating in the Placing, agrees that the content of this Announcement are exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of the Bookrunner or the Company or any other person and none of the Bookrunner, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in this Announcement, including this Appendix, to be legal, tax, business or other advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

The Bookrunner will has entered into a "Placing Agreement" with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, the Bookrunner, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Issue Price.

The Placing Shares will, when issued, be subject to the memorandum and articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

Application for admission to trading

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM.

It is expected that Admission will take place on or around 8.00 a.m. on 7 May 2021 and that dealings in the Placing Shares on AIM will commence at the same time.

Principal terms of the Placing

  • The Bookrunner is acting as nominated adviser, financial adviser and broker to the Placing as agent for and on behalf of the Company.
  • Participation in the Placing will only be available to persons who may lawfully be, and are, invited by the Bookrunner to participate. The Bookrunner and any of its affiliates are entitled to participate in the Placing as principal.
  • The price per Placing Share (the "Issue Price") is fixed at 95 pence and is payable to the Bookrunner (as agent for the Company on the Placing) by all Placees.
  • Each Placee's allocation will be determined by the Bookrunner in its discretion following consultation with the Company and will be confirmed orally by the Bookrunner.
  • Each Placee's commitment will be confirmed in and evidenced by a recorded telephone call between representatives of the Bookrunner and the relevant Placee (the "Recorded Call"). This Announcement, including the terms and conditions set out in this Appendix, will be deemed incorporated into the contract which is entered into on the Recorded Call and will be legally binding on the relevant Placee(s) on behalf of whom the commitment is made with effect from the end of the Recorded Call and, except with the Bookrunner's prior written consent, will not be capable of variation or revocation after such time. Without prejudice to the foregoing, a contract note recording each Placee's commitment will be sent to them following the Recorded Call.
  • From the end of the relevant Recorded Call, each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Bookrunner (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.
  • Except as required by law or regulation, no press release or other announcement will be made by the Bookrunner or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
  • Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are 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".
  • All obligations 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 "Termination of the Placing".
  • By participating in the Placing, each Placee will agree 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.
  • To the fullest extent permissible by law and applicable FCA rules, neither:
    • the Bookrunner;
    • any of its affiliates, agents, advisers, directors, officers, consultants or employees; nor
    • to the extent not contained within (a) or (b), any person connected with the Bookrunner as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of the Bookrunner),

    shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither the Bookrunner nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Bookrunner's conduct of the Placing or of such alternative method of effecting the Placing as the Bookrunner and the Company may agree.

Registration and settlement

By participating in the Placing, 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 the Bookrunner in accordance with either the standing CREST or certificated settlement instructions which they have in place with the Bookrunner.

Settlement of transactions in the Placing Shares (ISIN: GB0009737155) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST will be on a delivery versus payment basis ("DVP") unless otherwise notified by the Bookrunner and is expected to occur on 7 May 2021 (the "Settlement Date"). However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Bookrunner may agree that the Placing Shares should be issued in certificated form. The Bookrunner reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as it deems necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located.

Interest is chargeable daily on payments not received from Placees on or before the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 3 percentage points above prevailing base rate of Barclays Bank plc as determined by the Bookrunner.

Each Placee is deemed to agree that if it does not comply with these obligations, the Bookrunner may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for the Bookrunner's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the Issue Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise (if any) upon the sale of its Placing Shares on its behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, any relevant contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of the Bookrunner under the Placing Agreement are, and the Placing is, conditional upon, inter alia:

  • the warranties contained in the Placing Agreement ("Warranties") being true and accurate in all material respects and not misleading when made on the date of the Placing Agreement and at Admission by reference to the facts and circumstances subsisting at that time;
  • the Subscription Agreement (i) not having been terminated or rescinded before Admission and (ii) having become unconditional in all respects save in respect of Admission and any condition in the Subscription Agreement as to the Placing Agreement becoming unconditional;
  • the Company having fully performed its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;
  • the Bookrunner not having exercised its right to terminate the Placing Agreement;
  • no matter arising that might give rise to a claim under the indemnity; and
  • Admission having become effective at or around 8.00 a.m. on 7 May 2021 or such later time as the Bookrunner may agree with the Company but in any event no later than 8.00 a.m. on 21 May 2021 (the "Long Stop Date");

(all conditions to the obligations of the Bookrunner included in the Placing Agreement being together, the "conditions").

If any of the conditions is not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Bookrunner may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.

The Bookrunner may, in its absolute discretion and upon such terms as it thinks fit, waive fulfilment of all or any of the conditions in the Placing Agreement in whole or in part, or extend the time provided for fulfilment of one or more conditions, save that certain conditions including the condition relating to Admission referred to in paragraph (f) above may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in these Terms and Conditions.

The Bookrunner may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Neither the Bookrunner nor any of its affiliates, agents, advisers, directors, officers or employees nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them 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 any of them may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Bookrunner.

Termination of the Placing

The Bookrunner may, in its absolute discretion, by notice to the Company, terminate the Placing Agreement at any time up to Admission if, inter alia:

  • any statement contained in any document or announcement issued or published by or on behalf of the Company in connection with the Placing ("Placing Documents") has become untrue or inaccurate in any material respect or misleading or any matter has arisen which would, if the Placing Documents were issued at that time, constitute a material omission from the Placing Documents or any of them or would otherwise render it untrue in any material respect or misleading;
  • any of the Warranties was untrue or inaccurate in any material respect or misleading when made and/or that any of the Warranties has ceased to be true or accurate in any material respect or has become misleading at any time prior to Admission, in each case by reference to the facts and circumstances subsisting at that time;
  • the Company is in breach of any provision of the Placing Agreement or otherwise fails to fully perform its obligations under the Placing Agreement;
  • there has been a breach by any party of any of its undertakings, warranties, covenants or obligations under the Subscription Agreement;
  • the Subscription Agreement is terminated or rescinded; or
  • there occurs a material adverse change in or an event having a serious adverse effect on the operations, properties, condition (financial or other), trading position or prospects or results of operations or general affairs of the Company (and its subsidiaries) taken as a whole such that in the reasonable opinion of the Bookrunner (acting in good faith) the Placing Shares cannot be placed successfully.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

By participating in the Placing, each Placee agrees with the Company and the Bookrunner that the exercise by the Company or the Bookrunner of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or the Bookrunner or for agreement between the Company and the Bookrunner (as the case may be) and that neither the Company nor the Bookrunner need make any reference to such Placee and that none of the Company, the Bookrunner nor any of their respective affiliates, agents, advisers, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it at any time after the end of the Recorded Call confirming the relevant Placee's allocation and commitment in the Placing.

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges, confirms and agrees (for itself and for any such prospective Placee) that (save where the Bookrunner expressly agrees in writing to the contrary):

  • it has read and understood this Announcement, including this Appendix, in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;
  • no offering document, prospectus or admission document has been or will be prepared in connection with the Placing and it has not received a prospectus, admission document or other offering document in connection with the Placing or the Placing Shares;
  • the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules and the Market Abuse Regulation (EU Regulation No. 596/2014 as it forms part of UK law as retained EU law as defined in, and by virtue of, the European Union (Withdrawal) Act 2018 ("UK MAR")), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;
  • it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial position and other aspects of the Company in accepting a participation in the Placing and neither the Bookrunner nor the Company nor any of their respective affiliates, agents, advisers, directors, officers or employees nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in the Announcement or the Publicly Available Information; nor has it requested the Bookrunner, the Company, any of their respective affiliates, agents, advisers, directors, employees or officers or any person acting on behalf of any of them to provide it with any such information;
  • neither the Bookrunner nor any person acting on behalf of it nor any of its affiliates, agents, directors, officers or employees has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for any fraudulent misrepresentation made by that person;
    • the only information on which it is entitled to rely on and on which it has relied in committing to acquire the Placing Shares is contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement and the Publicly Available Information;
    • neither the Bookrunner nor any of their respective affiliates, agents, directors, officers or employees have made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of this Announcement or the Publicly Available Information;
    • it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and
  • it has not relied on any investigation that the Bookrunner or any person acting on its behalf may have conducted with respect to the Company, the Placing or the Placing Shares;
  • the content of this Announcement and the other Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither the Bookrunner nor any persons acting on its behalf is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement or the other Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the other Publicly Available Information or otherwise. Nothing in these Terms and Conditions shall exclude any liability of any person for fraudulent misrepresentation;
  • it has the funds available to pay for the Placing Shares which it has agreed to acquire and acknowledges and agrees that it will pay the total subscription amount in accordance with this Announcement, including this Appendix, by the due time and date set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as the Bookrunner determines;
  • it and/or each person on whose behalf it is participating:
    • is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;
    • has fully observed such laws and regulations;
    • has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and
    • has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement, including this Appendix) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares;
  • it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired will not be, a resident of, or with an address in, or subject to the laws of, Australia, Canada, the Republic of South Africa or Japan, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, the Republic of South Africa or Japan and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;
  • it and the person(s), if any, for whose account and benefit it is subscribing for Placing Shares is, and at the time the Placing Shares are acquired will be, located outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;
  • it understands that the Placing Shares have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from the registration requirements of the Securities Act and, in each case, in accordance with applicable state securities laws; the Placing Shares will not be offered to the public in the United States and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;
  • it and the person(s), if any, for whose account and benefit it is subscribing for the Placing Shares is not acquiring the Placing Shares with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any state thereof;
  • it is not acquiring the Placing Shares as a result of any "directed selling efforts" (as such term is defined in Regulation S under the Securities Act);
  • it will not distribute, forward, transfer or otherwise transmit these Terms and Conditions and/or the Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
  • none of the Bookrunner, its affiliates and any person acting on behalf of any of them is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of the Bookrunner and that the Bookrunner has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
  • it will make payment to the Bookrunner for the Placing Shares allocated to it in accordance with these Terms and Conditions on or by 7 May 2021 (or if later the date of Admission (provided that the date of Admission is no later than the Long Stop Date) as notified to it by the Bookrunner), failing which the relevant Placing Shares may be placed with others on such terms as the Bookrunner determines in its absolute discretion without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement, including this Appendix) which may arise upon the sale of such Placee's Placing Shares on its behalf;
  • its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Bookrunner may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
  • no action has been or will be taken by any of the Company, the Bookrunner or any person acting on behalf of the Company or the Bookrunner that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;
  • the person who it specifies for registration as holder of the Placing Shares will be:
    • the Placee; or
    • a nominee of the Placee, as the case may be.
  • the Bookrunner and the Company will not be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to indemnify the Company and the Bookrunner in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of the Bookrunner or transferred to a CREST stock account of the Bookrunner who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;
  • the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;
  • if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
  • it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or in the EEA except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA or an offer to the public in the UK or any member state of the EEA within the meaning of the UK Prospectus Regulation and the EU Prospectus Regulation;
  • if within the United Kingdom, it is a person falling within Article 19(5) and/or Article 49(2)(a) to (d) of the Order and is a UK Qualified Investor or is a person to whom this Announcement may otherwise be lawfully communicated;
  • any offer of Placing Shares may only be directed at persons in member states of the EEA who are EU Qualified Investors and represents and agrees that, in the EEA, it is such an EU Qualified Investor;
  • if within the United Kingdom it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom or to which the UK Prospectus Regulation otherwise applies other than to UK Qualified Investors, or in circumstances in which the prior consent of finnCap has been given to the proposed offer or resale;
  • if within the EEA it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA or to which the EU Prospectus Regulation otherwise applies other than to EU Qualified Investors, or in circumstances in which the prior consent of finnCap has been given to the proposed offer or resale;
  • it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
  • it has complied and it will comply with all applicable laws in any jurisdiction with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA in respect of anything done in, from or otherwise involving the United Kingdom);
  • if it has received any inside information (for the purposes of UK MAR and/or section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in advance of the Placing, it has not:
    • dealt (or attempted to deal) in the securities of the Company;
    • encouraged, recommended or induced another person to deal in the securities of the Company; or
    • unlawfully disclosed such information to any person, prior to the information being made publicly available;
  • neither the Bookrunner, the Company nor any of their respective affiliates, agents, advisers, directors, officers or employees nor any person acting on behalf of the Bookrunner or its affiliates, agents, directors, officers or employees is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of any of the Bookrunner's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
  • the Bookrunner and its affiliates, acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement, including in this Appendix, to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, the Bookrunner and/or any of its affiliates acting as an investor for its or their own account(s). Neither the Bookrunner nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;
  • it:
    • has complied, and will comply, with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017;
    • is not a person:
      • with whom transactions are prohibited under the US 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;
      • named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or
      • subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law,

      (all such statutes, rules and regulations referred to in this paragraph 32 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 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 the Bookrunner such evidence, if any, as to the identity or location or legal status of any person which it may request from it in connection with the Placing (for the purpose of complying with the 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 the Bookrunner on the basis that any failure by it to do so may result in the number of Placing Shares that are to be acquired by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Bookrunner may decide at its sole discretion;

  • in order to ensure compliance with the Regulations, the Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to the Bookrunner or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the Bookrunner's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the Bookrunner's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity the Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either the Bookrunner and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
  • it acknowledges that its commitment to acquire Placing Shares on the terms and conditions set out in this Announcement will continue notwithstanding any amendment that may in future be made to this Announcement of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Bookrunner's conduct of the Placing;
  • it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;
  • it irrevocably appoints any duly authorised officer of the Bookrunner as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares which it agrees to acquire upon the these Terms and Conditions;
  • the Company, the Bookrunner and others (including each of their respective affiliates, agents, advisers, directors, officers and employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to the Bookrunner on its own behalf and on behalf of the Company and are irrevocable;
  • it is acting as principal only in respect of the Placing or, if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it is duly authorised to do so and it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;
  • time is of the essence as regards its obligations under these Terms and Conditions;
  • any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the Bookrunner;
  • the Placing Shares will be issued subject to this Announcement, including this Appendix; and
  • this Announcement, including this Appendix and all documents into which this Announcement, including this Appendix, is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire Placing Shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute (contractual or otherwise) or matter arising out of or in connection with such contract except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with interest chargeable thereon) may be taken by the Company or the Bookrunner 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.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, the Bookrunner and each of their respective affiliates, agents, directors, officers and employees 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 given by the Placee (and any person acting on such Placee's behalf) in this Announcement, including this Appendix, or incurred by the Bookrunner, the Company or each of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in this Announcement, including this Appendix, and further agrees that the provisions of this Announcement, including this Appendix, shall survive after the completion of the Placing.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company. Such agreement assumes that the Placing Shares are not being acquired 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 related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor the Bookrunner shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and they should notify the Bookrunner accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect 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 non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Bookrunner in the event that either the Company and/or the Bookrunner have incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements and undertakings contained in this Announcement, including this Appendix, are given to the Bookrunner for itself and on behalf of the Company and are irrevocable.

finnCap is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and finnCap will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement, including this Appendix.

Each Placee and any person acting on behalf of the Placee acknowledges that the Bookrunner does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Bookrunner may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.

When a Placee or any person acting on behalf of the Placee is dealing with the Bookrunner, any money held in an account with the Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from the Bookrunner's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

In this Announcement, including this Appendix, any words following the terms "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

References to time in this Announcement are to London time, unless otherwise stated.

All times and dates in this Announcement, including this Appendix, may be subject to amendment. Placees will be notified of any changes.

No statement in this Announcement, including this Appendix, is intended to be a profit forecast or estimate, and no statement in this Announcement, including this Appendix, should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement, including this Appendix.

DEFINITIONS

The following definitions apply to this Announcement, including this Appendix:

Admission

admission of the Placing Shares and the Subscription Shares to trading on AIM becoming effective within the meaning of Rule 6 of the AIM Rules for Companies issued by London Stock Exchange

AIM

AIM, a market operated by the London Stock Exchange

Bookrunner

finnCap Ltd registered in England and Wales under number 06198898 whose registered office is at 60 New Broad Street, London EC2M 1JJ (together with its affiliates)

Company

PCI-PAL PLC registered in England and Wales under number 03869545 whose registered office is at 7 Gamma Terrace, Ransomes Europark, Ipswich, Suffolk IP3 9FF

CREST

the computerised settlement system to facilitate transfer of the title to an interest in securities in uncertificated form operated by Euroclear UK & Ireland

Euroclear UK & Ireland

Euroclear UK & Ireland Limited

Issue Price

95 pence per Placing Share

London Stock Exchange

London Stock Exchange plc

Ordinary Shares

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

Placees

persons who agree to subscribe for Placing Shares at the Issue Price

Placing

the conditional placing of the Placing Shares by the Bookrunner on behalf of the Company at the Issue Price, in accordance with the Placing Agreement

Placing Agreement

the conditional placing agreement relating to the Placing of the Placing Shares between the Company and the Bookrunner

Placing Shares

up to 5,139,473 new Ordinary Shares to be issued in connection with the Placing

Regulation S

Regulation S under the Securities Act

Securities Act

the U.S. Securities Act of 1933, as amended

Shareholders

holders of Ordinary Shares

Subscriber

Burgundy Asset Management Ltd

Subscription

the subscription for the Subscription Shares by Subscriber pursuant to the terms of the Subscription Agreement

Subscription Agreement

the agreement entered into by the Company and the Subscriber in connection with the Subscription

Subscription Shares

the 650,000 new Ordinary Shares to be issued to the Subscriber pursuant to the terms of the Subscription Agreement

Proposed Placing to raise £5.5 million to accelerate global growth

Apr 30, 2021, 06:25 AM by paul.alleway Alleway

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF MAR.

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

PCI-PAL PLC (AIM: PCIP), the global cloud provider of secure payment solutions for business communications, today announces its intention to conduct a fundraising to raise gross proceeds of up to approximately £5.5 million through a placing to new and existing institutional investors (the "Placing") of new ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") by way of an accelerated bookbuild (the "Bookbuild") and a separate direct subscription for new Ordinary Shares (the "Subscription", together with the Placing the "Fundraising").

 

Highlights

  • Proposed Fundraising of up to 5,789,473 Ordinary Shares at a price of 95 pence per Ordinary Share (the "Issue Price") to raise gross proceeds for the Company of up to £5.5 million
  • The net proceeds of the Fundraising receivable by the Company will be used to fund the Company's further expansion into the new territories of Mainland Europe, Canada and Australia.
  • The net proceeds of the Fundraising should allow the Company to accelerate long-term growth through targeting a larger addressable market underpinned by the Company's high margin, scalable, globally available SaaS technology platform.
  • The Placing is to be conducted by way of an accelerated bookbuild process which will commence immediately following this Announcement and will be subject to the terms and conditions set out in the Appendix to this Announcement.
  • The Placing Price represents a discount of approximately 9 per cent. to the closing mid-market price of an Ordinary Share on 29 April 2021, being the last trading day prior to this Announcement.

This Announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Placing and any participation in the Placing that is described in the Appendix to this Announcement (which forms part of this Announcement).

 

The Fundraising

It is expected that up to approximately 5,789,473 new Ordinary Shares will be issued pursuant to the Fundraising, which would represent up to approximately 9.7 per cent. of the Company's current issued share capital (excluding shares held in treasury). The Fundraising will be effected pursuant to existing authorities of the Company, granted at the Company's annual general meeting on 5 November 2020 permitting it to issue new Ordinary Shares on a non pre-emptive basis.

The Placing is being made available to institutional investors and is not being made available to the public. PCI Pal has entered into a placing agreement with finnCap Ltd ("finnCap") to act as bookrunner (the "Bookrunner") in relation to the Placing.

The Placing is subject to the satisfaction of certain conditions set out in this Announcement and the appendices hereto and is being conducted by way of the Bookbuild which will be launched with immediate effect following release of this Announcement. The timing of the closing of the Bookbuild, the number of new Ordinary Shares issued pursuant to the Placing and Subscription and allocations are at the sole discretion of the Company and the Bookrunner. The Bookrunner reserves the right to close the Bookbuild without further notice. There can be no certainty that the Fundraising will complete. The Fundraising is being undertaken on a reasonable endeavours basis and is not being underwritten.

A further announcement following the close of the Bookbuild, confirming the final details of the Fundraising is expected to be made in due course.

The ticker for the Company's ordinary shares is PCIP. The Company's LEI is 213800XTX34IQYMYES95.

 

For further information, please contact:

PCI-PAL PLC

Via Walbrook PR

James Barham - Chief Executive Officer

William Good - Chief Financial Officer

 

 

 

finnCap (Nominated Adviser and Broker)

 

+44 (0) 20 7227 0500

Marc Milmo/Simon Hicks/Fergus Sullivan (Corporate Finance)

Richard Chambers (Corporate Broking)

 

 
  

Walbrook PR

+44 (0) 20 7933 8780

Tom Cooper/Paul Vann

+44 (0) 797 122 1972

 

[email protected]

 

About PCI Pal:

PCI Pal is a leading provider of Software-as-a-Service ("SaaS") solutions that empower companies to take payments from their customers securely, adhere to strict industry governance, and remove their business from the significant risks posed by non-compliance and data loss.  Our products secure payments and data in any business communications environment including voice, chat, social, email, and contact centre.  We are integrated to, and resold by, some of the worlds' leading business communications vendors, as well as major payment service providers.

The entirety of our product-base is available from our global cloud platform hosted in Amazon Web Services ("AWS"), with regional instances across EMEA, North America, and ANZ. 

 

 

IMPORTANT NOTICES AND DISCLAIMER

This Announcement has been issued by and is the sole responsibility of the Company.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This Announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation (as defined below)) to be published.

This Announcement is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investment and who are: (a) if in a member state of the European Economic Area, "qualified investors" as defined in Article 2(e) of Regulation (EU) 2017/1129(the "EU Prospectus Regulation") ("EU Qualified Investors");  (b) if in the United Kingdom, "qualified investors" as defined in Article 2€ of the EU Prospectus Regulation which forms part of retained EU law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") and who (i) fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) fall within  article 49(2)(a) to (d) of the Order and are "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000 (as amended) (the "FSMA"); (c) persons in Canada that are (i) "accredited investors" within the meaning of section 1.1 of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") or subsection 73.3(1) of the Securities Act (Ontario), as applicable, and that are either purchasing the Ordinary Shares as principal for their own account, or are deemed to be purchasing the Ordinary Shares as principal for their own account in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) not created or used solely to purchase or hold the Ordinary Shares as an accredited investor under NI 45-106; and (iii) "permitted clients" within the meaning of National Instrument 31-103 - Registration Requirements, Exemptions And Ongoing Registrant Obligations and (e) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "relevant persons"). Any investment in connection with the Placing will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this Announcement or any of its contents.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the UK only in circumstances in which section 21(1) of FSMA does not apply.

finnCap Ltd, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as Nominated Adviser, broker and sole bookrunner to the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of finnCap nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on finnCap by the FSMA or by the regulatory regime established under it, and except in the event of their committing fraud, neither finnCap nor any of its respective affiliates accepts any responsibility whatsoever for the accuracy, completeness or sufficiency of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of finnCap or any of its respective affiliates in connection with the Company, the Ordinary Shares or the Fundraising. finnCap and each of its respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement.

The distribution of this Announcement and the offering of the Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or finnCap 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 finnCap 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 "aim", "anticipate", "believe", "intend", "plan" "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 the 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, except as required by applicable law or regulation, neither the Company nor finnCap nor their respective affiliates assume 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.

No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

The New Ordinary Shares to be issued pursuant to the Fundraising will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Fundraising. Any investment decision to buy Ordinary Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by finnCap. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

 

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UKMiFID II"); and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, finnCap will only procure investors (pursuant to the Placing) who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels. Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

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

INTRODUCTION

The Company today announces a proposed issue of Ordinary Shares at a placing price of 95 pence per Ordinary Share, to raise gross proceeds receivable by the Company of up to £5.5 million. An Issue Price of 95 pence represents a discount of approximately 9 per cent. to the closing mid-market price of an Ordinary Share of 104.5 pence on 29 April 2021, (being the latest practicable business day prior to the date of this Announcement).

The Board intends to use the net proceeds of the Fundraising to fund the expansion of the Company into new territories of Mainland Europe, Canada and Australia. Further information on the Company's use of proceeds is set out below.

The Ordinary Shares are being issued under the Company's existing shareholder authorities and it is expected that they will be admitted to trading on AIM on or around 7 May 2021.

The Placing is subject to the satisfaction of certain conditions set out in this announcement and the appendices hereto ("Appendices") (together, this "Announcement") and is being conducted by way of an accelerated bookbuild, which will be launched immediately following the publication of this Announcement. finnCap Ltd ("finnCap") is acting as Nominated Adviser and Broker in connection with the Placing. The number of Placing Shares which are to be placed at the Placing Price will be determined at the close of the Bookbuilding Process. The timing of the closing of the Bookbuilding Process and the allocations are at the absolute discretion of finnCap and the Company. Details of the number of Placing Shares to be placed will be announced as soon as practicable after the close of the Bookbuilding Process. The Placing is not being underwritten by finnCap.

The Fundraising is conditional, inter alia, on the Placing Agreement between the Company and finnCap becoming unconditional and not being terminated (in accordance with its terms).

Background to the Fundraising and Use of Proceeds

The directors believe the Company has continued to make excellent progress against its key growth metrics as the Board seeks to deliver against its ambition to become the preferred solution provider that organisations turn to globally for achieving payment security and PCI compliance in customer engagement environments.  The progress being made by the Company is a result of its focus on three strategic pillars that is incorporated into the Company's stated objectives: serving products from a true cloud environment; available globally; with a sales model that leverages the strengths of large and often global channel partners.

A key constituent of the Company's success over the last few years, the directors believe, has been that it was the first to bring a true cloud, secure payment technology solution to the contact centre market, and making the solution available globally.  Having set out a key strategic objective to be the leader in cloud-based secure payment services to the business communications market, over the last three years the Company has already expanded its platform to reach across multiple regions in EMEA, North America, and Australia. 

This has been achieved through a proportion of direct sales but more so through a channel partner sales model that has enabled the Company to consistently add new reseller partners to its ecosystem, many of whom are global cloud-based vendors themselves.  The Company provides full on-boarding to these partners allowing it, where possible, to integrate with their own solution offerings thus providing these partners with easy-to-deploy PCI compliant payment solutions that they can sell alongside their own core product offerings.

Through its early commitment to build a channel sales business, the Company continues to have  a growing ecosystem of partners including some of the best-known names in the business communications and payments markets.  The contact centre market is by majority made up of small to medium size sites (those with less than 250 agent seats).  For example, in the US alone, there are over 37,000 contact centres (94% of all contact centres in the region) with less than 250 seats.  The Company's ability to market, engage, and sell to this majority end of the market, via its channel ecosystem, is critical to realising the Company's true scale potential. A key aspect of the Company's model is that it does not focus on one particular sector of the market. It is able to successfully sell to small to medium size customers, leveraging its partners existing routes to market to address smaller customers in volume. The Company can as well sell, both through partners and directly, to the larger enterprise end of the contact centre market.

Given the progress made by the Company, the Directors believe that it has established the foundations to open up its Serviceable Addressable Market ("SAM") to maintain the Company's strong revenue growth over the longer term.  Whilst the Company's existing core markets of the USA and the UK have, in aggregate a total of approximately 4.4 million contact centre seats, the markets of Mainland Europe, Australia and Canada offer an exciting opportunity to significantly increase the Company's SAM. Mainland Europe has approximately 2.1 million contact centre seats, Canada has approximately 0.5 million contact centre seats with Australia having approximately 0.3 million contact centre seats. PCI Compliance is a global requirement and the Company has already made opportunistic sales into these regions both directly and through existing channel partners.   The Board believes by proactively growing its presence into these territories that it will potentially increase its SAM by 40 per cent.

The Company is therefore seeking to raise £5.5 million to fund its expansion into these new territories of Mainland Europe, Canada, and Australia. The Board believes that the funds raised will assist the Board's objectives to deliver strong revenue growth over the longer term. The proceeds raised will be used as follows:

  • Sales and marketing expansion: Increase marketing expenditure and grow the Company's sales teams regionally so as to drive sales traction in the new territories both direct and through existing and new channel partners; and

     

  • Investment in Partner and Customer Success: hiring resource into the Company's partner and customer success team in both North America and EMEA so as to continue to maintain the Company's low levels of churn and driving positive net retention over the longer term; and

     

  • Continued investment into engineering and product: The Company will continue to ensure it invests in its technology so as to further accelerate the evolution and efficiencies of the Company's core product set and features.

     

 

 

Current trading and prospects

The Board released its interim results for the six months to 31 December 2020 on 8 March 2021. In the six months to 31 December 2020, revenue increased by 56 per cent. year on year to £3.19 million with 86 per cent. of revenues being recurring. New ACV (annual contract value) in the period was £1.68 million so that as at 31 December 2020, Total Contracted ACV (TACV) was £8.3 million, up from £6.75 million at 30 June 2020.

Since 31 December 2020 the Group's trading has continued to be strong. 51 new customer contracts have been added between 1 January 2021 and 31 March 2021 with these contracts having an ACV of £0.83 million. As at 31 March 2021, TACV was £8.9 million. Time-to-go-live remains in line with management expectations which is an important KPI for the board, and as at 31 March 2021 cash stood at £4.99 million with net cash of £3.16 million.

 

Details of the Placing

Pursuant to the placing agreement, dated 30 April 2021 between finnCap and the Company (the "Placing Agreement"), finnCap has conditionally agreed, as an agent of the Company, to use its reasonable endeavours to procure subscribers for the new Ordinary Shares subject to the Placing (the "Placing Shares"). The Placing is conditional upon, inter alia, admission of the Placing Shares and the Subscription Shares (as defined below) to trading on AIM ("Admission") becoming effective on or before 8.00 a.m. (London time) on 7 May 2021 or such later date as may be agreed between finnCap and Company, but in any event no later than 8.00 a.m. (London time) on 21 May 2021, and the Placing Agreement and the Subscription Agreement (as defined below) not having been terminated prior to Admission. The Placing Shares will rank equally in all respects with the Company's existing Ordinary Shares. The Placing is not being underwritten.  The maximum number of Placing Shares is 5,789,473.

 

Details of the Subscription

On 30 April 2021, the Company entered into a subscription agreement ("Subscription Agreement") with Burgundy Asset Management Ltd. (the "Subscriber") pursuant to which the Subscriber conditionally agreed to subscribe for 650,000 Ordinary Shares ("Subscription Shares").  The Subscription Agreement is conditional upon, inter alia, (i) Admission and (ii) the Placing Agreement becoming unconditional in all respects (save for (i) any condition relation to Admission and (ii) any condition in the Placing Agreement as to the Subscription Agreement becoming unconditional).  Under the Subscription Agreement, the Company gives certain warranties to the Subscriber.  The Subscriber can terminate the Subscription Agreement prior to Admission if there is a breach of warranty which has a material adverse impact on the financial position of the Company in the context of the Subscription or if any of the conditions cannot be fulfilled. 

This announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Bookbuild described in the Appendix to this announcement (which forms part of this announcement).

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this announcement in its entirety (including the Appendix), and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

 

Proposed Director Participation

James Barham, the CEO of the Company, has indicated that he intends to participate in the Placing. Should he do so, then such participation will be regarded as a related party transaction for the purposes of the AIM Rules.

 

 

 

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.

THIS ANNOUNCEMENT, INCLUDING THE TERMS AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(e) OF THE PROSPECTUS REGULATION (REGULATION (EU_2017/1129) (THE "EU PROSPECTUS REGULATION") ("EU QUALIFIED INVESTORS"); (2) IF IN THE UNITED KINGDOM, "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(e) OF THE EU PROSPECTUS REGULATION, WHICH FORMS PART OF RETAINED EU LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") AND WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER AND ARE  "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") ("UK QUALIFIED INVESTORS") AND (C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT; (3) IF RESIDENT IN CANADA, (I) "ACCREDITED INVESTORS" WITHIN THE MEANING OF SECTION 1.1 OF NATIONAL INSTRUMENT 45-106 - PROSPECTUS EXEMPTIONS ("NI 45-106") OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AS APPLICABLE, AND THAT ARE EITHER PURCHASING THE ORDINARY SHARES AS PRINCIPAL FOR THEIR OWN ACCOUNT, OR ARE DEEMED TO BE PURCHASING THE ORDINARY SHARES AS PRINCIPAL FOR THEIR OWN ACCOUNT IN ACCORDANCE WITH APPLICABLE CANADIAN SECURITIES LAWS, FOR INVESTMENT ONLY AND NOT WITH A VIEW TO RESALE OR REDISTRIBUTION; (II) NOT CREATED OR USED SOLELY TO PURCHASE OR HOLD THE ORDINARY SHARES AS AN ACCREDITED INVESTOR UNDER NI 45-106; AND (III) "PERMITTED CLIENTS" WITHIN THE MEANING OF NATIONAL INSTRUMENT 31-103 - REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN PCI-PAL PLC.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

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

The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Bookrunner or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Bookrunner to inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and do not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in 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; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, the Republic of South Africa or Japan. 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, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom.

Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UKMiFID II"); and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, finnCap will only procure investors (pursuant to the Placing) who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels. Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement should be read in its entirety.

By participating in the Placing (such participation to be confirmed in a recorded telephone conversation with the Bookrunner), each Placee will be deemed to have read and understood this Announcement, including these Terms and Conditions, in its entirety, to be participating and acquiring Placing Shares on the terms and conditions contained in this Announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

In particular, each such Placee irrevocably represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:

  • it is a Relevant Person and that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
  • in the case of any Placing Shares acquired by it within the United Kingdom as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, (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 the United Kingdom or to which the UK Prospectus Regulation otherwise applies other than UK Qualified Investors or in circumstances in which the prior consent of finnCap has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;
  • in the case of any Placing Shares acquired by it within the EEA as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, (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 EEA or to which the EU Prospectus Regulation otherwise applies other than EU Qualified Investors or in circumstances in which the prior consent of finnCap 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 EU Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;
  • it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in these Terms and Conditions;
  • it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in these Terms and Conditions; and
  • it (and any account referred to in paragraph 3 above) is located outside the United States and is acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.

 

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the Financial Conduct Authority ("FCA") in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in writing in any contract note sent to an individual Placee.

Each Placee, by participating in the Placing, agrees that the content of this Announcement are exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of the Bookrunner or the Company or any other person and none of the Bookrunner, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in this Announcement, including this Appendix, to be legal, tax, business or other advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

The Bookrunner will has entered into a "Placing Agreement" with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, the Bookrunner, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Issue Price.

The Placing Shares will, when issued, be subject to the memorandum and articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

Application for admission to trading

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM.

It is expected that Admission will take place on or around 8.00 a.m. on 7 May 2021 and that dealings in the Placing Shares on AIM will commence at the same time.

Principal terms of the Placing

  • The Bookrunner is acting as nominated adviser, financial adviser and broker to the Placing as agent for and on behalf of the Company.
  • Participation in the Placing will only be available to persons who may lawfully be, and are, invited by the Bookrunner to participate. The Bookrunner and any of its affiliates are entitled to participate in the Placing as principal.
  • The price per Placing Share (the "Issue Price") is fixed at 95 pence and is payable to the Bookrunner (as agent for the Company on the Placing) by all Placees.
  • Each Placee's allocation will be determined by the Bookrunner in its discretion following consultation with the Company and will be confirmed orally by the Bookrunner.
  • Each Placee's commitment will be confirmed in and evidenced by a recorded telephone call between representatives of the Bookrunner and the relevant Placee (the "Recorded Call"). This Announcement, including the terms and conditions set out in this Appendix, will be deemed incorporated into the contract which is entered into on the Recorded Call and will be legally binding on the relevant Placee(s) on behalf of whom the commitment is made with effect from the end of the Recorded Call and, except with the Bookrunner's prior written consent, will not be capable of variation or revocation after such time. Without prejudice to the foregoing, a contract note recording each Placee's commitment will be sent to them following the Recorded Call.
  • From the end of the relevant Recorded Call, each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Bookrunner (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.
  • Except as required by law or regulation, no press release or other announcement will be made by the Bookrunner or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
  • Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are 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".
  • All obligations 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 "Termination of the Placing".
  • By participating in the Placing, each Placee will agree 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.
  • To the fullest extent permissible by law and applicable FCA rules, neither:
    • the Bookrunner;
    • any of its affiliates, agents, advisers, directors, officers, consultants or employees; nor
    • to the extent not contained within (a) or (b), any person connected with the Bookrunner as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of the Bookrunner),

    shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither the Bookrunner nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Bookrunner's conduct of the Placing or of such alternative method of effecting the Placing as the Bookrunner and the Company may agree.

Registration and settlement

By participating in the Placing, 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 the Bookrunner in accordance with either the standing CREST or certificated settlement instructions which they have in place with the Bookrunner.

Settlement of transactions in the Placing Shares (ISIN: GB0009737155) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST will be on a delivery versus payment basis ("DVP") unless otherwise notified by the Bookrunner and is expected to occur on 7 May 2021 (the "Settlement Date"). However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Bookrunner may agree that the Placing Shares should be issued in certificated form. The Bookrunner reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as it deems necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located.

Interest is chargeable daily on payments not received from Placees on or before the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 3 percentage points above prevailing base rate of Barclays Bank plc as determined by the Bookrunner.

Each Placee is deemed to agree that if it does not comply with these obligations, the Bookrunner may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for the Bookrunner's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the Issue Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise (if any) upon the sale of its Placing Shares on its behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, any relevant contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of the Bookrunner under the Placing Agreement are, and the Placing is, conditional upon, inter alia:

  • the warranties contained in the Placing Agreement ("Warranties") being true and accurate in all material respects and not misleading when made on the date of the Placing Agreement and at Admission by reference to the facts and circumstances subsisting at that time;
  • the Subscription Agreement (i) not having been terminated or rescinded before Admission and (ii) having become unconditional in all respects save in respect of Admission and any condition in the Subscription Agreement as to the Placing Agreement becoming unconditional;
  • the Company having fully performed its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;
  • the Bookrunner not having exercised its right to terminate the Placing Agreement;
  • no matter arising that might give rise to a claim under the indemnity; and
  • Admission having become effective at or around 8.00 a.m. on 7 May 2021 or such later time as the Bookrunner may agree with the Company but in any event no later than 8.00 a.m. on 21 May 2021 (the "Long Stop Date");

(all conditions to the obligations of the Bookrunner included in the Placing Agreement being together, the "conditions").

If any of the conditions is not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Bookrunner may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.

The Bookrunner may, in its absolute discretion and upon such terms as it thinks fit, waive fulfilment of all or any of the conditions in the Placing Agreement in whole or in part, or extend the time provided for fulfilment of one or more conditions, save that certain conditions including the condition relating to Admission referred to in paragraph (f) above may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in these Terms and Conditions.

The Bookrunner may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Neither the Bookrunner nor any of its affiliates, agents, advisers, directors, officers or employees nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them 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 any of them may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Bookrunner.

Termination of the Placing

The Bookrunner may, in its absolute discretion, by notice to the Company, terminate the Placing Agreement at any time up to Admission if, inter alia:

  • any statement contained in any document or announcement issued or published by or on behalf of the Company in connection with the Placing ("Placing Documents") has become untrue or inaccurate in any material respect or misleading or any matter has arisen which would, if the Placing Documents were issued at that time, constitute a material omission from the Placing Documents or any of them or would otherwise render it untrue in any material respect or misleading;
  • any of the Warranties was untrue or inaccurate in any material respect or misleading when made and/or that any of the Warranties has ceased to be true or accurate in any material respect or has become misleading at any time prior to Admission, in each case by reference to the facts and circumstances subsisting at that time;
  • the Company is in breach of any provision of the Placing Agreement or otherwise fails to fully perform its obligations under the Placing Agreement;
  • there has been a breach by any party of any of its undertakings, warranties, covenants or obligations under the Subscription Agreement;
  • the Subscription Agreement is terminated or rescinded; or
  • there occurs a material adverse change in or an event having a serious adverse effect on the operations, properties, condition (financial or other), trading position or prospects or results of operations or general affairs of the Company (and its subsidiaries) taken as a whole such that in the reasonable opinion of the Bookrunner (acting in good faith) the Placing Shares cannot be placed successfully.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

By participating in the Placing, each Placee agrees with the Company and the Bookrunner that the exercise by the Company or the Bookrunner of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or the Bookrunner or for agreement between the Company and the Bookrunner (as the case may be) and that neither the Company nor the Bookrunner need make any reference to such Placee and that none of the Company, the Bookrunner nor any of their respective affiliates, agents, advisers, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it at any time after the end of the Recorded Call confirming the relevant Placee's allocation and commitment in the Placing.

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges, confirms and agrees (for itself and for any such prospective Placee) that (save where the Bookrunner expressly agrees in writing to the contrary):

  • it has read and understood this Announcement, including this Appendix, in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;
  • no offering document, prospectus or admission document has been or will be prepared in connection with the Placing and it has not received a prospectus, admission document or other offering document in connection with the Placing or the Placing Shares;
  • the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules and the Market Abuse Regulation (EU Regulation No. 596/2014 as it forms part of UK law as retained EU law as defined in, and by virtue of, the European Union (Withdrawal) Act 2018 ("UK MAR")), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;
  • it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial position and other aspects of the Company in accepting a participation in the Placing and neither the Bookrunner nor the Company nor any of their respective affiliates, agents, advisers, directors, officers or employees nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in the Announcement or the Publicly Available Information; nor has it requested the Bookrunner, the Company, any of their respective affiliates, agents, advisers, directors, employees or officers or any person acting on behalf of any of them to provide it with any such information;
  • neither the Bookrunner nor any person acting on behalf of it nor any of its affiliates, agents, directors, officers or employees has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for any fraudulent misrepresentation made by that person;
    • the only information on which it is entitled to rely on and on which it has relied in committing to acquire the Placing Shares is contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement and the Publicly Available Information;
    • neither the Bookrunner nor any of their respective affiliates, agents, directors, officers or employees have made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of this Announcement or the Publicly Available Information;
    • it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and
  • it has not relied on any investigation that the Bookrunner or any person acting on its behalf may have conducted with respect to the Company, the Placing or the Placing Shares;
  • the content of this Announcement and the other Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither the Bookrunner nor any persons acting on its behalf is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement or the other Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the other Publicly Available Information or otherwise. Nothing in these Terms and Conditions shall exclude any liability of any person for fraudulent misrepresentation;
  • it has the funds available to pay for the Placing Shares which it has agreed to acquire and acknowledges and agrees that it will pay the total subscription amount in accordance with this Announcement, including this Appendix, by the due time and date set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as the Bookrunner determines;
  • it and/or each person on whose behalf it is participating:
    • is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;
    • has fully observed such laws and regulations;
    • has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and
    • has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement, including this Appendix) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares;
  • it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired will not be, a resident of, or with an address in, or subject to the laws of, Australia, Canada, the Republic of South Africa or Japan, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, the Republic of South Africa or Japan and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;
  • it and the person(s), if any, for whose account and benefit it is subscribing for Placing Shares is, and at the time the Placing Shares are acquired will be, located outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;
  • it understands that the Placing Shares have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from the registration requirements of the Securities Act and, in each case, in accordance with applicable state securities laws; the Placing Shares will not be offered to the public in the United States and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;
  • it and the person(s), if any, for whose account and benefit it is subscribing for the Placing Shares is not acquiring the Placing Shares with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any state thereof;
  • it is not acquiring the Placing Shares as a result of any "directed selling efforts" (as such term is defined in Regulation S under the Securities Act);
  • it will not distribute, forward, transfer or otherwise transmit these Terms and Conditions and/or the Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
  • none of the Bookrunner, its affiliates and any person acting on behalf of any of them is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of the Bookrunner and that the Bookrunner has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
  • it will make payment to the Bookrunner for the Placing Shares allocated to it in accordance with these Terms and Conditions on or by 7 May 2021 (or if later the date of Admission (provided that the date of Admission is no later than the Long Stop Date) as notified to it by the Bookrunner), failing which the relevant Placing Shares may be placed with others on such terms as the Bookrunner determines in its absolute discretion without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement, including this Appendix) which may arise upon the sale of such Placee's Placing Shares on its behalf;
  • its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Bookrunner may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
  • no action has been or will be taken by any of the Company, the Bookrunner or any person acting on behalf of the Company or the Bookrunner that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;
  • the person who it specifies for registration as holder of the Placing Shares will be:
    • the Placee; or
    • a nominee of the Placee, as the case may be.
  • the Bookrunner and the Company will not be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to indemnify the Company and the Bookrunner in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of the Bookrunner or transferred to a CREST stock account of the Bookrunner who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;
  • the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;
  • if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
  • it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or in the EEA except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA or an offer to the public in the UK or any member state of the EEA within the meaning of the UK Prospectus Regulation and the EU Prospectus Regulation;
  • if within the United Kingdom, it is a person falling within Article 19(5) and/or Article 49(2)(a) to (d) of the Order and is a UK Qualified Investor or is a person to whom this Announcement may otherwise be lawfully communicated;
  • any offer of Placing Shares may only be directed at persons in member states of the EEA who are EU Qualified Investors and represents and agrees that, in the EEA, it is such an EU Qualified Investor;
  • if within the United Kingdom it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom or to which the UK Prospectus Regulation otherwise applies other than to UK Qualified Investors, or in circumstances in which the prior consent of finnCap has been given to the proposed offer or resale;
  • if within the EEA it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA or to which the EU Prospectus Regulation otherwise applies other than to EU Qualified Investors, or in circumstances in which the prior consent of finnCap has been given to the proposed offer or resale;
  • it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
  • it has complied and it will comply with all applicable laws in any jurisdiction with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA in respect of anything done in, from or otherwise involving the United Kingdom);
  • if it has received any inside information (for the purposes of UK MAR and/or section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in advance of the Placing, it has not:
    • dealt (or attempted to deal) in the securities of the Company;
    • encouraged, recommended or induced another person to deal in the securities of the Company; or
    • unlawfully disclosed such information to any person, prior to the information being made publicly available;
  • neither the Bookrunner, the Company nor any of their respective affiliates, agents, advisers, directors, officers or employees nor any person acting on behalf of the Bookrunner or its affiliates, agents, directors, officers or employees is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of any of the Bookrunner's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
  • the Bookrunner and its affiliates, acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement, including in this Appendix, to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, the Bookrunner and/or any of its affiliates acting as an investor for its or their own account(s). Neither the Bookrunner nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;
  • it:
    • has complied, and will comply, with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017;
    • is not a person:
      • with whom transactions are prohibited under the US 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;
      • named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or
      • subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law,

      (all such statutes, rules and regulations referred to in this paragraph 32 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 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 the Bookrunner such evidence, if any, as to the identity or location or legal status of any person which it may request from it in connection with the Placing (for the purpose of complying with the 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 the Bookrunner on the basis that any failure by it to do so may result in the number of Placing Shares that are to be acquired by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Bookrunner may decide at its sole discretion;

  • in order to ensure compliance with the Regulations, the Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to the Bookrunner or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the Bookrunner's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the Bookrunner's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity the Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either the Bookrunner and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
  • it acknowledges that its commitment to acquire Placing Shares on the terms and conditions set out in this Announcement will continue notwithstanding any amendment that may in future be made to this Announcement of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Bookrunner's conduct of the Placing;
  • it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;
  • it irrevocably appoints any duly authorised officer of the Bookrunner as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares which it agrees to acquire upon the these Terms and Conditions;
  • the Company, the Bookrunner and others (including each of their respective affiliates, agents, advisers, directors, officers and employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to the Bookrunner on its own behalf and on behalf of the Company and are irrevocable;
  • it is acting as principal only in respect of the Placing or, if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it is duly authorised to do so and it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;
  • time is of the essence as regards its obligations under these Terms and Conditions;
  • any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the Bookrunner;
  • the Placing Shares will be issued subject to this Announcement, including this Appendix; and
  • this Announcement, including this Appendix and all documents into which this Announcement, including this Appendix, is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire Placing Shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute (contractual or otherwise) or matter arising out of or in connection with such contract except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with interest chargeable thereon) may be taken by the Company or the Bookrunner 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.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, the Bookrunner and each of their respective affiliates, agents, directors, officers and employees 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 given by the Placee (and any person acting on such Placee's behalf) in this Announcement, including this Appendix, or incurred by the Bookrunner, the Company or each of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in this Announcement, including this Appendix, and further agrees that the provisions of this Announcement, including this Appendix, shall survive after the completion of the Placing.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company. Such agreement assumes that the Placing Shares are not being acquired 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 related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor the Bookrunner shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and they should notify the Bookrunner accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect 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 non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Bookrunner in the event that either the Company and/or the Bookrunner have incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements and undertakings contained in this Announcement, including this Appendix, are given to the Bookrunner for itself and on behalf of the Company and are irrevocable.

finnCap is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and finnCap will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement, including this Appendix.

Each Placee and any person acting on behalf of the Placee acknowledges that the Bookrunner does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Bookrunner may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.

When a Placee or any person acting on behalf of the Placee is dealing with the Bookrunner, any money held in an account with the Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from the Bookrunner's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

In this Announcement, including this Appendix, any words following the terms "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

References to time in this Announcement are to London time, unless otherwise stated.

All times and dates in this Announcement, including this Appendix, may be subject to amendment. Placees will be notified of any changes.

No statement in this Announcement, including this Appendix, is intended to be a profit forecast or estimate, and no statement in this Announcement, including this Appendix, should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement, including this Appendix.

DEFINITIONS

The following definitions apply to this Announcement, including this Appendix:

Admission

admission of the Placing Shares and the Subscription Shares to trading on AIM becoming effective within the meaning of Rule 6 of the AIM Rules for Companies issued by London Stock Exchange

AIM

AIM, a market operated by the London Stock Exchange

Bookrunner

finnCap Ltd registered in England and Wales under number 06198898 whose registered office is at 60 New Broad Street, London EC2M 1JJ (together with its affiliates)

Company

PCI-PAL PLC registered in England and Wales under number 03869545 whose registered office is at 7 Gamma Terrace, Ransomes Europark, Ipswich, Suffolk IP3 9FF

CREST

the computerised settlement system to facilitate transfer of the title to an interest in securities in uncertificated form operated by Euroclear UK & Ireland

Euroclear UK & Ireland

Euroclear UK & Ireland Limited

Issue Price

95 pence per Placing Share

London Stock Exchange

London Stock Exchange plc

Ordinary Shares

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

Placees

persons who agree to subscribe for Placing Shares at the Issue Price

Placing

the conditional placing of the Placing Shares by the Bookrunner on behalf of the Company at the Issue Price, in accordance with the Placing Agreement

Placing Agreement

the conditional placing agreement relating to the Placing of the Placing Shares between the Company and the Bookrunner

Placing Shares

up to 5,139,473 new Ordinary Shares to be issued in connection with the Placing

Regulation S

Regulation S under the Securities Act

Securities Act

the U.S. Securities Act of 1933, as amended

Shareholders

holders of Ordinary Shares

Subscriber

Burgundy Asset Management Ltd

Subscription

the subscription for the Subscription Shares by Subscriber pursuant to the terms of the Subscription Agreement

Subscription Agreement

the agreement entered into by the Company and the Subscriber in connection with the Subscription

Subscription Shares

the 650,000 new Ordinary Shares to be issued to the Subscriber pursuant to the terms of the Subscription Agreement

Proposed Placing to raise £5.5 million to accelerate global growth

Apr 30, 2021, 06:25 AM by paul.alleway Alleway

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF MAR.

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

PCI-PAL PLC (AIM: PCIP), the global cloud provider of secure payment solutions for business communications, today announces its intention to conduct a fundraising to raise gross proceeds of up to approximately £5.5 million through a placing to new and existing institutional investors (the "Placing") of new ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") by way of an accelerated bookbuild (the "Bookbuild") and a separate direct subscription for new Ordinary Shares (the "Subscription", together with the Placing the "Fundraising").

 

Highlights

  • Proposed Fundraising of up to 5,789,473 Ordinary Shares at a price of 95 pence per Ordinary Share (the "Issue Price") to raise gross proceeds for the Company of up to £5.5 million
  • The net proceeds of the Fundraising receivable by the Company will be used to fund the Company's further expansion into the new territories of Mainland Europe, Canada and Australia.
  • The net proceeds of the Fundraising should allow the Company to accelerate long-term growth through targeting a larger addressable market underpinned by the Company's high margin, scalable, globally available SaaS technology platform.
  • The Placing is to be conducted by way of an accelerated bookbuild process which will commence immediately following this Announcement and will be subject to the terms and conditions set out in the Appendix to this Announcement.
  • The Placing Price represents a discount of approximately 9 per cent. to the closing mid-market price of an Ordinary Share on 29 April 2021, being the last trading day prior to this Announcement.

This Announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Placing and any participation in the Placing that is described in the Appendix to this Announcement (which forms part of this Announcement).

 

The Fundraising

It is expected that up to approximately 5,789,473 new Ordinary Shares will be issued pursuant to the Fundraising, which would represent up to approximately 9.7 per cent. of the Company's current issued share capital (excluding shares held in treasury). The Fundraising will be effected pursuant to existing authorities of the Company, granted at the Company's annual general meeting on 5 November 2020 permitting it to issue new Ordinary Shares on a non pre-emptive basis.

The Placing is being made available to institutional investors and is not being made available to the public. PCI Pal has entered into a placing agreement with finnCap Ltd ("finnCap") to act as bookrunner (the "Bookrunner") in relation to the Placing.

The Placing is subject to the satisfaction of certain conditions set out in this Announcement and the appendices hereto and is being conducted by way of the Bookbuild which will be launched with immediate effect following release of this Announcement. The timing of the closing of the Bookbuild, the number of new Ordinary Shares issued pursuant to the Placing and Subscription and allocations are at the sole discretion of the Company and the Bookrunner. The Bookrunner reserves the right to close the Bookbuild without further notice. There can be no certainty that the Fundraising will complete. The Fundraising is being undertaken on a reasonable endeavours basis and is not being underwritten.

A further announcement following the close of the Bookbuild, confirming the final details of the Fundraising is expected to be made in due course.

The ticker for the Company's ordinary shares is PCIP. The Company's LEI is 213800XTX34IQYMYES95.

 

For further information, please contact:

PCI-PAL PLC

Via Walbrook PR

James Barham - Chief Executive Officer

William Good - Chief Financial Officer

 

 

 

finnCap (Nominated Adviser and Broker)

 

+44 (0) 20 7227 0500

Marc Milmo/Simon Hicks/Fergus Sullivan (Corporate Finance)

Richard Chambers (Corporate Broking)

 

 
  

Walbrook PR

+44 (0) 20 7933 8780

Tom Cooper/Paul Vann

+44 (0) 797 122 1972

 

[email protected]

 

About PCI Pal:

PCI Pal is a leading provider of Software-as-a-Service ("SaaS") solutions that empower companies to take payments from their customers securely, adhere to strict industry governance, and remove their business from the significant risks posed by non-compliance and data loss.  Our products secure payments and data in any business communications environment including voice, chat, social, email, and contact centre.  We are integrated to, and resold by, some of the worlds' leading business communications vendors, as well as major payment service providers.

The entirety of our product-base is available from our global cloud platform hosted in Amazon Web Services ("AWS"), with regional instances across EMEA, North America, and ANZ. 

 

 

IMPORTANT NOTICES AND DISCLAIMER

This Announcement has been issued by and is the sole responsibility of the Company.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This Announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation (as defined below)) to be published.

This Announcement is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investment and who are: (a) if in a member state of the European Economic Area, "qualified investors" as defined in Article 2(e) of Regulation (EU) 2017/1129(the "EU Prospectus Regulation") ("EU Qualified Investors");  (b) if in the United Kingdom, "qualified investors" as defined in Article 2€ of the EU Prospectus Regulation which forms part of retained EU law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") and who (i) fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) fall within  article 49(2)(a) to (d) of the Order and are "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000 (as amended) (the "FSMA"); (c) persons in Canada that are (i) "accredited investors" within the meaning of section 1.1 of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") or subsection 73.3(1) of the Securities Act (Ontario), as applicable, and that are either purchasing the Ordinary Shares as principal for their own account, or are deemed to be purchasing the Ordinary Shares as principal for their own account in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) not created or used solely to purchase or hold the Ordinary Shares as an accredited investor under NI 45-106; and (iii) "permitted clients" within the meaning of National Instrument 31-103 - Registration Requirements, Exemptions And Ongoing Registrant Obligations and (e) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "relevant persons"). Any investment in connection with the Placing will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this Announcement or any of its contents.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the UK only in circumstances in which section 21(1) of FSMA does not apply.

finnCap Ltd, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as Nominated Adviser, broker and sole bookrunner to the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of finnCap nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on finnCap by the FSMA or by the regulatory regime established under it, and except in the event of their committing fraud, neither finnCap nor any of its respective affiliates accepts any responsibility whatsoever for the accuracy, completeness or sufficiency of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of finnCap or any of its respective affiliates in connection with the Company, the Ordinary Shares or the Fundraising. finnCap and each of its respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement.

The distribution of this Announcement and the offering of the Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or finnCap 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 finnCap 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 "aim", "anticipate", "believe", "intend", "plan" "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 the 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, except as required by applicable law or regulation, neither the Company nor finnCap nor their respective affiliates assume 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.

No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

The New Ordinary Shares to be issued pursuant to the Fundraising will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Fundraising. Any investment decision to buy Ordinary Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by finnCap. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

 

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UKMiFID II"); and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, finnCap will only procure investors (pursuant to the Placing) who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels. Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

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

INTRODUCTION

The Company today announces a proposed issue of Ordinary Shares at a placing price of 95 pence per Ordinary Share, to raise gross proceeds receivable by the Company of up to £5.5 million. An Issue Price of 95 pence represents a discount of approximately 9 per cent. to the closing mid-market price of an Ordinary Share of 104.5 pence on 29 April 2021, (being the latest practicable business day prior to the date of this Announcement).

The Board intends to use the net proceeds of the Fundraising to fund the expansion of the Company into new territories of Mainland Europe, Canada and Australia. Further information on the Company's use of proceeds is set out below.

The Ordinary Shares are being issued under the Company's existing shareholder authorities and it is expected that they will be admitted to trading on AIM on or around 7 May 2021.

The Placing is subject to the satisfaction of certain conditions set out in this announcement and the appendices hereto ("Appendices") (together, this "Announcement") and is being conducted by way of an accelerated bookbuild, which will be launched immediately following the publication of this Announcement. finnCap Ltd ("finnCap") is acting as Nominated Adviser and Broker in connection with the Placing. The number of Placing Shares which are to be placed at the Placing Price will be determined at the close of the Bookbuilding Process. The timing of the closing of the Bookbuilding Process and the allocations are at the absolute discretion of finnCap and the Company. Details of the number of Placing Shares to be placed will be announced as soon as practicable after the close of the Bookbuilding Process. The Placing is not being underwritten by finnCap.

The Fundraising is conditional, inter alia, on the Placing Agreement between the Company and finnCap becoming unconditional and not being terminated (in accordance with its terms).

Background to the Fundraising and Use of Proceeds

The directors believe the Company has continued to make excellent progress against its key growth metrics as the Board seeks to deliver against its ambition to become the preferred solution provider that organisations turn to globally for achieving payment security and PCI compliance in customer engagement environments.  The progress being made by the Company is a result of its focus on three strategic pillars that is incorporated into the Company's stated objectives: serving products from a true cloud environment; available globally; with a sales model that leverages the strengths of large and often global channel partners.

A key constituent of the Company's success over the last few years, the directors believe, has been that it was the first to bring a true cloud, secure payment technology solution to the contact centre market, and making the solution available globally.  Having set out a key strategic objective to be the leader in cloud-based secure payment services to the business communications market, over the last three years the Company has already expanded its platform to reach across multiple regions in EMEA, North America, and Australia. 

This has been achieved through a proportion of direct sales but more so through a channel partner sales model that has enabled the Company to consistently add new reseller partners to its ecosystem, many of whom are global cloud-based vendors themselves.  The Company provides full on-boarding to these partners allowing it, where possible, to integrate with their own solution offerings thus providing these partners with easy-to-deploy PCI compliant payment solutions that they can sell alongside their own core product offerings.

Through its early commitment to build a channel sales business, the Company continues to have  a growing ecosystem of partners including some of the best-known names in the business communications and payments markets.  The contact centre market is by majority made up of small to medium size sites (those with less than 250 agent seats).  For example, in the US alone, there are over 37,000 contact centres (94% of all contact centres in the region) with less than 250 seats.  The Company's ability to market, engage, and sell to this majority end of the market, via its channel ecosystem, is critical to realising the Company's true scale potential. A key aspect of the Company's model is that it does not focus on one particular sector of the market. It is able to successfully sell to small to medium size customers, leveraging its partners existing routes to market to address smaller customers in volume. The Company can as well sell, both through partners and directly, to the larger enterprise end of the contact centre market.

Given the progress made by the Company, the Directors believe that it has established the foundations to open up its Serviceable Addressable Market ("SAM") to maintain the Company's strong revenue growth over the longer term.  Whilst the Company's existing core markets of the USA and the UK have, in aggregate a total of approximately 4.4 million contact centre seats, the markets of Mainland Europe, Australia and Canada offer an exciting opportunity to significantly increase the Company's SAM. Mainland Europe has approximately 2.1 million contact centre seats, Canada has approximately 0.5 million contact centre seats with Australia having approximately 0.3 million contact centre seats. PCI Compliance is a global requirement and the Company has already made opportunistic sales into these regions both directly and through existing channel partners.   The Board believes by proactively growing its presence into these territories that it will potentially increase its SAM by 40 per cent.

The Company is therefore seeking to raise £5.5 million to fund its expansion into these new territories of Mainland Europe, Canada, and Australia. The Board believes that the funds raised will assist the Board's objectives to deliver strong revenue growth over the longer term. The proceeds raised will be used as follows:

  • Sales and marketing expansion: Increase marketing expenditure and grow the Company's sales teams regionally so as to drive sales traction in the new territories both direct and through existing and new channel partners; and

     

  • Investment in Partner and Customer Success: hiring resource into the Company's partner and customer success team in both North America and EMEA so as to continue to maintain the Company's low levels of churn and driving positive net retention over the longer term; and

     

  • Continued investment into engineering and product: The Company will continue to ensure it invests in its technology so as to further accelerate the evolution and efficiencies of the Company's core product set and features.

     

 

 

Current trading and prospects

The Board released its interim results for the six months to 31 December 2020 on 8 March 2021. In the six months to 31 December 2020, revenue increased by 56 per cent. year on year to £3.19 million with 86 per cent. of revenues being recurring. New ACV (annual contract value) in the period was £1.68 million so that as at 31 December 2020, Total Contracted ACV (TACV) was £8.3 million, up from £6.75 million at 30 June 2020.

Since 31 December 2020 the Group's trading has continued to be strong. 51 new customer contracts have been added between 1 January 2021 and 31 March 2021 with these contracts having an ACV of £0.83 million. As at 31 March 2021, TACV was £8.9 million. Time-to-go-live remains in line with management expectations which is an important KPI for the board, and as at 31 March 2021 cash stood at £4.99 million with net cash of £3.16 million.

 

Details of the Placing

Pursuant to the placing agreement, dated 30 April 2021 between finnCap and the Company (the "Placing Agreement"), finnCap has conditionally agreed, as an agent of the Company, to use its reasonable endeavours to procure subscribers for the new Ordinary Shares subject to the Placing (the "Placing Shares"). The Placing is conditional upon, inter alia, admission of the Placing Shares and the Subscription Shares (as defined below) to trading on AIM ("Admission") becoming effective on or before 8.00 a.m. (London time) on 7 May 2021 or such later date as may be agreed between finnCap and Company, but in any event no later than 8.00 a.m. (London time) on 21 May 2021, and the Placing Agreement and the Subscription Agreement (as defined below) not having been terminated prior to Admission. The Placing Shares will rank equally in all respects with the Company's existing Ordinary Shares. The Placing is not being underwritten.  The maximum number of Placing Shares is 5,789,473.

 

Details of the Subscription

On 30 April 2021, the Company entered into a subscription agreement ("Subscription Agreement") with Burgundy Asset Management Ltd. (the "Subscriber") pursuant to which the Subscriber conditionally agreed to subscribe for 650,000 Ordinary Shares ("Subscription Shares").  The Subscription Agreement is conditional upon, inter alia, (i) Admission and (ii) the Placing Agreement becoming unconditional in all respects (save for (i) any condition relation to Admission and (ii) any condition in the Placing Agreement as to the Subscription Agreement becoming unconditional).  Under the Subscription Agreement, the Company gives certain warranties to the Subscriber.  The Subscriber can terminate the Subscription Agreement prior to Admission if there is a breach of warranty which has a material adverse impact on the financial position of the Company in the context of the Subscription or if any of the conditions cannot be fulfilled. 

This announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Bookbuild described in the Appendix to this announcement (which forms part of this announcement).

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this announcement in its entirety (including the Appendix), and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

 

Proposed Director Participation

James Barham, the CEO of the Company, has indicated that he intends to participate in the Placing. Should he do so, then such participation will be regarded as a related party transaction for the purposes of the AIM Rules.

 

 

 

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.

THIS ANNOUNCEMENT, INCLUDING THE TERMS AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(e) OF THE PROSPECTUS REGULATION (REGULATION (EU_2017/1129) (THE "EU PROSPECTUS REGULATION") ("EU QUALIFIED INVESTORS"); (2) IF IN THE UNITED KINGDOM, "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(e) OF THE EU PROSPECTUS REGULATION, WHICH FORMS PART OF RETAINED EU LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") AND WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER AND ARE  "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") ("UK QUALIFIED INVESTORS") AND (C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT; (3) IF RESIDENT IN CANADA, (I) "ACCREDITED INVESTORS" WITHIN THE MEANING OF SECTION 1.1 OF NATIONAL INSTRUMENT 45-106 - PROSPECTUS EXEMPTIONS ("NI 45-106") OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AS APPLICABLE, AND THAT ARE EITHER PURCHASING THE ORDINARY SHARES AS PRINCIPAL FOR THEIR OWN ACCOUNT, OR ARE DEEMED TO BE PURCHASING THE ORDINARY SHARES AS PRINCIPAL FOR THEIR OWN ACCOUNT IN ACCORDANCE WITH APPLICABLE CANADIAN SECURITIES LAWS, FOR INVESTMENT ONLY AND NOT WITH A VIEW TO RESALE OR REDISTRIBUTION; (II) NOT CREATED OR USED SOLELY TO PURCHASE OR HOLD THE ORDINARY SHARES AS AN ACCREDITED INVESTOR UNDER NI 45-106; AND (III) "PERMITTED CLIENTS" WITHIN THE MEANING OF NATIONAL INSTRUMENT 31-103 - REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN PCI-PAL PLC.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

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

The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Bookrunner or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Bookrunner to inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and do not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in 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; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, the Republic of South Africa or Japan. 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, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom.

Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UKMiFID II"); and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, finnCap will only procure investors (pursuant to the Placing) who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels. Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement should be read in its entirety.

By participating in the Placing (such participation to be confirmed in a recorded telephone conversation with the Bookrunner), each Placee will be deemed to have read and understood this Announcement, including these Terms and Conditions, in its entirety, to be participating and acquiring Placing Shares on the terms and conditions contained in this Announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

In particular, each such Placee irrevocably represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:

  • it is a Relevant Person and that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
  • in the case of any Placing Shares acquired by it within the United Kingdom as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, (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 the United Kingdom or to which the UK Prospectus Regulation otherwise applies other than UK Qualified Investors or in circumstances in which the prior consent of finnCap has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;
  • in the case of any Placing Shares acquired by it within the EEA as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, (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 EEA or to which the EU Prospectus Regulation otherwise applies other than EU Qualified Investors or in circumstances in which the prior consent of finnCap 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 EU Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;
  • it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in these Terms and Conditions;
  • it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in these Terms and Conditions; and
  • it (and any account referred to in paragraph 3 above) is located outside the United States and is acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.

 

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the Financial Conduct Authority ("FCA") in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in writing in any contract note sent to an individual Placee.

Each Placee, by participating in the Placing, agrees that the content of this Announcement are exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of the Bookrunner or the Company or any other person and none of the Bookrunner, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in this Announcement, including this Appendix, to be legal, tax, business or other advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

The Bookrunner will has entered into a "Placing Agreement" with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, the Bookrunner, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Issue Price.

The Placing Shares will, when issued, be subject to the memorandum and articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

Application for admission to trading

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM.

It is expected that Admission will take place on or around 8.00 a.m. on 7 May 2021 and that dealings in the Placing Shares on AIM will commence at the same time.

Principal terms of the Placing

  • The Bookrunner is acting as nominated adviser, financial adviser and broker to the Placing as agent for and on behalf of the Company.
  • Participation in the Placing will only be available to persons who may lawfully be, and are, invited by the Bookrunner to participate. The Bookrunner and any of its affiliates are entitled to participate in the Placing as principal.
  • The price per Placing Share (the "Issue Price") is fixed at 95 pence and is payable to the Bookrunner (as agent for the Company on the Placing) by all Placees.
  • Each Placee's allocation will be determined by the Bookrunner in its discretion following consultation with the Company and will be confirmed orally by the Bookrunner.
  • Each Placee's commitment will be confirmed in and evidenced by a recorded telephone call between representatives of the Bookrunner and the relevant Placee (the "Recorded Call"). This Announcement, including the terms and conditions set out in this Appendix, will be deemed incorporated into the contract which is entered into on the Recorded Call and will be legally binding on the relevant Placee(s) on behalf of whom the commitment is made with effect from the end of the Recorded Call and, except with the Bookrunner's prior written consent, will not be capable of variation or revocation after such time. Without prejudice to the foregoing, a contract note recording each Placee's commitment will be sent to them following the Recorded Call.
  • From the end of the relevant Recorded Call, each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Bookrunner (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.
  • Except as required by law or regulation, no press release or other announcement will be made by the Bookrunner or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
  • Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are 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".
  • All obligations 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 "Termination of the Placing".
  • By participating in the Placing, each Placee will agree 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.
  • To the fullest extent permissible by law and applicable FCA rules, neither:
    • the Bookrunner;
    • any of its affiliates, agents, advisers, directors, officers, consultants or employees; nor
    • to the extent not contained within (a) or (b), any person connected with the Bookrunner as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of the Bookrunner),

    shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither the Bookrunner nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Bookrunner's conduct of the Placing or of such alternative method of effecting the Placing as the Bookrunner and the Company may agree.

Registration and settlement

By participating in the Placing, 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 the Bookrunner in accordance with either the standing CREST or certificated settlement instructions which they have in place with the Bookrunner.

Settlement of transactions in the Placing Shares (ISIN: GB0009737155) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST will be on a delivery versus payment basis ("DVP") unless otherwise notified by the Bookrunner and is expected to occur on 7 May 2021 (the "Settlement Date"). However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Bookrunner may agree that the Placing Shares should be issued in certificated form. The Bookrunner reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as it deems necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located.

Interest is chargeable daily on payments not received from Placees on or before the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 3 percentage points above prevailing base rate of Barclays Bank plc as determined by the Bookrunner.

Each Placee is deemed to agree that if it does not comply with these obligations, the Bookrunner may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for the Bookrunner's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the Issue Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise (if any) upon the sale of its Placing Shares on its behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, any relevant contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of the Bookrunner under the Placing Agreement are, and the Placing is, conditional upon, inter alia:

  • the warranties contained in the Placing Agreement ("Warranties") being true and accurate in all material respects and not misleading when made on the date of the Placing Agreement and at Admission by reference to the facts and circumstances subsisting at that time;
  • the Subscription Agreement (i) not having been terminated or rescinded before Admission and (ii) having become unconditional in all respects save in respect of Admission and any condition in the Subscription Agreement as to the Placing Agreement becoming unconditional;
  • the Company having fully performed its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;
  • the Bookrunner not having exercised its right to terminate the Placing Agreement;
  • no matter arising that might give rise to a claim under the indemnity; and
  • Admission having become effective at or around 8.00 a.m. on 7 May 2021 or such later time as the Bookrunner may agree with the Company but in any event no later than 8.00 a.m. on 21 May 2021 (the "Long Stop Date");

(all conditions to the obligations of the Bookrunner included in the Placing Agreement being together, the "conditions").

If any of the conditions is not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Bookrunner may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.

The Bookrunner may, in its absolute discretion and upon such terms as it thinks fit, waive fulfilment of all or any of the conditions in the Placing Agreement in whole or in part, or extend the time provided for fulfilment of one or more conditions, save that certain conditions including the condition relating to Admission referred to in paragraph (f) above may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in these Terms and Conditions.

The Bookrunner may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Neither the Bookrunner nor any of its affiliates, agents, advisers, directors, officers or employees nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them 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 any of them may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Bookrunner.

Termination of the Placing

The Bookrunner may, in its absolute discretion, by notice to the Company, terminate the Placing Agreement at any time up to Admission if, inter alia:

  • any statement contained in any document or announcement issued or published by or on behalf of the Company in connection with the Placing ("Placing Documents") has become untrue or inaccurate in any material respect or misleading or any matter has arisen which would, if the Placing Documents were issued at that time, constitute a material omission from the Placing Documents or any of them or would otherwise render it untrue in any material respect or misleading;
  • any of the Warranties was untrue or inaccurate in any material respect or misleading when made and/or that any of the Warranties has ceased to be true or accurate in any material respect or has become misleading at any time prior to Admission, in each case by reference to the facts and circumstances subsisting at that time;
  • the Company is in breach of any provision of the Placing Agreement or otherwise fails to fully perform its obligations under the Placing Agreement;
  • there has been a breach by any party of any of its undertakings, warranties, covenants or obligations under the Subscription Agreement;
  • the Subscription Agreement is terminated or rescinded; or
  • there occurs a material adverse change in or an event having a serious adverse effect on the operations, properties, condition (financial or other), trading position or prospects or results of operations or general affairs of the Company (and its subsidiaries) taken as a whole such that in the reasonable opinion of the Bookrunner (acting in good faith) the Placing Shares cannot be placed successfully.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

By participating in the Placing, each Placee agrees with the Company and the Bookrunner that the exercise by the Company or the Bookrunner of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or the Bookrunner or for agreement between the Company and the Bookrunner (as the case may be) and that neither the Company nor the Bookrunner need make any reference to such Placee and that none of the Company, the Bookrunner nor any of their respective affiliates, agents, advisers, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it at any time after the end of the Recorded Call confirming the relevant Placee's allocation and commitment in the Placing.

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges, confirms and agrees (for itself and for any such prospective Placee) that (save where the Bookrunner expressly agrees in writing to the contrary):

  • it has read and understood this Announcement, including this Appendix, in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;
  • no offering document, prospectus or admission document has been or will be prepared in connection with the Placing and it has not received a prospectus, admission document or other offering document in connection with the Placing or the Placing Shares;
  • the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules and the Market Abuse Regulation (EU Regulation No. 596/2014 as it forms part of UK law as retained EU law as defined in, and by virtue of, the European Union (Withdrawal) Act 2018 ("UK MAR")), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;
  • it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial position and other aspects of the Company in accepting a participation in the Placing and neither the Bookrunner nor the Company nor any of their respective affiliates, agents, advisers, directors, officers or employees nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in the Announcement or the Publicly Available Information; nor has it requested the Bookrunner, the Company, any of their respective affiliates, agents, advisers, directors, employees or officers or any person acting on behalf of any of them to provide it with any such information;
  • neither the Bookrunner nor any person acting on behalf of it nor any of its affiliates, agents, directors, officers or employees has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for any fraudulent misrepresentation made by that person;
    • the only information on which it is entitled to rely on and on which it has relied in committing to acquire the Placing Shares is contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement and the Publicly Available Information;
    • neither the Bookrunner nor any of their respective affiliates, agents, directors, officers or employees have made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of this Announcement or the Publicly Available Information;
    • it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and
  • it has not relied on any investigation that the Bookrunner or any person acting on its behalf may have conducted with respect to the Company, the Placing or the Placing Shares;
  • the content of this Announcement and the other Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither the Bookrunner nor any persons acting on its behalf is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement or the other Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the other Publicly Available Information or otherwise. Nothing in these Terms and Conditions shall exclude any liability of any person for fraudulent misrepresentation;
  • it has the funds available to pay for the Placing Shares which it has agreed to acquire and acknowledges and agrees that it will pay the total subscription amount in accordance with this Announcement, including this Appendix, by the due time and date set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as the Bookrunner determines;
  • it and/or each person on whose behalf it is participating:
    • is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;
    • has fully observed such laws and regulations;
    • has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and
    • has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement, including this Appendix) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares;
  • it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired will not be, a resident of, or with an address in, or subject to the laws of, Australia, Canada, the Republic of South Africa or Japan, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, the Republic of South Africa or Japan and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;
  • it and the person(s), if any, for whose account and benefit it is subscribing for Placing Shares is, and at the time the Placing Shares are acquired will be, located outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;
  • it understands that the Placing Shares have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from the registration requirements of the Securities Act and, in each case, in accordance with applicable state securities laws; the Placing Shares will not be offered to the public in the United States and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;
  • it and the person(s), if any, for whose account and benefit it is subscribing for the Placing Shares is not acquiring the Placing Shares with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any state thereof;
  • it is not acquiring the Placing Shares as a result of any "directed selling efforts" (as such term is defined in Regulation S under the Securities Act);
  • it will not distribute, forward, transfer or otherwise transmit these Terms and Conditions and/or the Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
  • none of the Bookrunner, its affiliates and any person acting on behalf of any of them is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of the Bookrunner and that the Bookrunner has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
  • it will make payment to the Bookrunner for the Placing Shares allocated to it in accordance with these Terms and Conditions on or by 7 May 2021 (or if later the date of Admission (provided that the date of Admission is no later than the Long Stop Date) as notified to it by the Bookrunner), failing which the relevant Placing Shares may be placed with others on such terms as the Bookrunner determines in its absolute discretion without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement, including this Appendix) which may arise upon the sale of such Placee's Placing Shares on its behalf;
  • its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Bookrunner may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
  • no action has been or will be taken by any of the Company, the Bookrunner or any person acting on behalf of the Company or the Bookrunner that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;
  • the person who it specifies for registration as holder of the Placing Shares will be:
    • the Placee; or
    • a nominee of the Placee, as the case may be.
  • the Bookrunner and the Company will not be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to indemnify the Company and the Bookrunner in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of the Bookrunner or transferred to a CREST stock account of the Bookrunner who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;
  • the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;
  • if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
  • it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or in the EEA except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA or an offer to the public in the UK or any member state of the EEA within the meaning of the UK Prospectus Regulation and the EU Prospectus Regulation;
  • if within the United Kingdom, it is a person falling within Article 19(5) and/or Article 49(2)(a) to (d) of the Order and is a UK Qualified Investor or is a person to whom this Announcement may otherwise be lawfully communicated;
  • any offer of Placing Shares may only be directed at persons in member states of the EEA who are EU Qualified Investors and represents and agrees that, in the EEA, it is such an EU Qualified Investor;
  • if within the United Kingdom it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom or to which the UK Prospectus Regulation otherwise applies other than to UK Qualified Investors, or in circumstances in which the prior consent of finnCap has been given to the proposed offer or resale;
  • if within the EEA it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA or to which the EU Prospectus Regulation otherwise applies other than to EU Qualified Investors, or in circumstances in which the prior consent of finnCap has been given to the proposed offer or resale;
  • it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
  • it has complied and it will comply with all applicable laws in any jurisdiction with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA in respect of anything done in, from or otherwise involving the United Kingdom);
  • if it has received any inside information (for the purposes of UK MAR and/or section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in advance of the Placing, it has not:
    • dealt (or attempted to deal) in the securities of the Company;
    • encouraged, recommended or induced another person to deal in the securities of the Company; or
    • unlawfully disclosed such information to any person, prior to the information being made publicly available;
  • neither the Bookrunner, the Company nor any of their respective affiliates, agents, advisers, directors, officers or employees nor any person acting on behalf of the Bookrunner or its affiliates, agents, directors, officers or employees is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of any of the Bookrunner's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
  • the Bookrunner and its affiliates, acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement, including in this Appendix, to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, the Bookrunner and/or any of its affiliates acting as an investor for its or their own account(s). Neither the Bookrunner nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;
  • it:
    • has complied, and will comply, with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017;
    • is not a person:
      • with whom transactions are prohibited under the US 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;
      • named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or
      • subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law,

      (all such statutes, rules and regulations referred to in this paragraph 32 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 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 the Bookrunner such evidence, if any, as to the identity or location or legal status of any person which it may request from it in connection with the Placing (for the purpose of complying with the 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 the Bookrunner on the basis that any failure by it to do so may result in the number of Placing Shares that are to be acquired by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Bookrunner may decide at its sole discretion;

  • in order to ensure compliance with the Regulations, the Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to the Bookrunner or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the Bookrunner's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the Bookrunner's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity the Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either the Bookrunner and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
  • it acknowledges that its commitment to acquire Placing Shares on the terms and conditions set out in this Announcement will continue notwithstanding any amendment that may in future be made to this Announcement of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Bookrunner's conduct of the Placing;
  • it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;
  • it irrevocably appoints any duly authorised officer of the Bookrunner as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares which it agrees to acquire upon the these Terms and Conditions;
  • the Company, the Bookrunner and others (including each of their respective affiliates, agents, advisers, directors, officers and employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to the Bookrunner on its own behalf and on behalf of the Company and are irrevocable;
  • it is acting as principal only in respect of the Placing or, if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it is duly authorised to do so and it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;
  • time is of the essence as regards its obligations under these Terms and Conditions;
  • any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the Bookrunner;
  • the Placing Shares will be issued subject to this Announcement, including this Appendix; and
  • this Announcement, including this Appendix and all documents into which this Announcement, including this Appendix, is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire Placing Shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute (contractual or otherwise) or matter arising out of or in connection with such contract except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with interest chargeable thereon) may be taken by the Company or the Bookrunner 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.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, the Bookrunner and each of their respective affiliates, agents, directors, officers and employees 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 given by the Placee (and any person acting on such Placee's behalf) in this Announcement, including this Appendix, or incurred by the Bookrunner, the Company or each of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in this Announcement, including this Appendix, and further agrees that the provisions of this Announcement, including this Appendix, shall survive after the completion of the Placing.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company. Such agreement assumes that the Placing Shares are not being acquired 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 related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor the Bookrunner shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and they should notify the Bookrunner accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect 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 non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Bookrunner in the event that either the Company and/or the Bookrunner have incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements and undertakings contained in this Announcement, including this Appendix, are given to the Bookrunner for itself and on behalf of the Company and are irrevocable.

finnCap is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and finnCap will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement, including this Appendix.

Each Placee and any person acting on behalf of the Placee acknowledges that the Bookrunner does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Bookrunner may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.

When a Placee or any person acting on behalf of the Placee is dealing with the Bookrunner, any money held in an account with the Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from the Bookrunner's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

In this Announcement, including this Appendix, any words following the terms "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

References to time in this Announcement are to London time, unless otherwise stated.

All times and dates in this Announcement, including this Appendix, may be subject to amendment. Placees will be notified of any changes.

No statement in this Announcement, including this Appendix, is intended to be a profit forecast or estimate, and no statement in this Announcement, including this Appendix, should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement, including this Appendix.

DEFINITIONS

The following definitions apply to this Announcement, including this Appendix:

Admission

admission of the Placing Shares and the Subscription Shares to trading on AIM becoming effective within the meaning of Rule 6 of the AIM Rules for Companies issued by London Stock Exchange

AIM

AIM, a market operated by the London Stock Exchange

Bookrunner

finnCap Ltd registered in England and Wales under number 06198898 whose registered office is at 60 New Broad Street, London EC2M 1JJ (together with its affiliates)

Company

PCI-PAL PLC registered in England and Wales under number 03869545 whose registered office is at 7 Gamma Terrace, Ransomes Europark, Ipswich, Suffolk IP3 9FF

CREST

the computerised settlement system to facilitate transfer of the title to an interest in securities in uncertificated form operated by Euroclear UK & Ireland

Euroclear UK & Ireland

Euroclear UK & Ireland Limited

Issue Price

95 pence per Placing Share

London Stock Exchange

London Stock Exchange plc

Ordinary Shares

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

Placees

persons who agree to subscribe for Placing Shares at the Issue Price

Placing

the conditional placing of the Placing Shares by the Bookrunner on behalf of the Company at the Issue Price, in accordance with the Placing Agreement

Placing Agreement

the conditional placing agreement relating to the Placing of the Placing Shares between the Company and the Bookrunner

Placing Shares

up to 5,139,473 new Ordinary Shares to be issued in connection with the Placing

Regulation S

Regulation S under the Securities Act

Securities Act

the U.S. Securities Act of 1933, as amended

Shareholders

holders of Ordinary Shares

Subscriber

Burgundy Asset Management Ltd

Subscription

the subscription for the Subscription Shares by Subscriber pursuant to the terms of the Subscription Agreement

Subscription Agreement

the agreement entered into by the Company and the Subscriber in connection with the Subscription

Subscription Shares

the 650,000 new Ordinary Shares to be issued to the Subscriber pursuant to the terms of the Subscription Agreement

Proposed Placing to raise £5.5 million to accelerate global growth

Apr 30, 2021, 06:25 AM by paul.alleway Alleway

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF MAR.

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

PCI-PAL PLC (AIM: PCIP), the global cloud provider of secure payment solutions for business communications, today announces its intention to conduct a fundraising to raise gross proceeds of up to approximately £5.5 million through a placing to new and existing institutional investors (the "Placing") of new ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") by way of an accelerated bookbuild (the "Bookbuild") and a separate direct subscription for new Ordinary Shares (the "Subscription", together with the Placing the "Fundraising").

 

Highlights

  • Proposed Fundraising of up to 5,789,473 Ordinary Shares at a price of 95 pence per Ordinary Share (the "Issue Price") to raise gross proceeds for the Company of up to £5.5 million
  • The net proceeds of the Fundraising receivable by the Company will be used to fund the Company's further expansion into the new territories of Mainland Europe, Canada and Australia.
  • The net proceeds of the Fundraising should allow the Company to accelerate long-term growth through targeting a larger addressable market underpinned by the Company's high margin, scalable, globally available SaaS technology platform.
  • The Placing is to be conducted by way of an accelerated bookbuild process which will commence immediately following this Announcement and will be subject to the terms and conditions set out in the Appendix to this Announcement.
  • The Placing Price represents a discount of approximately 9 per cent. to the closing mid-market price of an Ordinary Share on 29 April 2021, being the last trading day prior to this Announcement.

This Announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Placing and any participation in the Placing that is described in the Appendix to this Announcement (which forms part of this Announcement).

 

The Fundraising

It is expected that up to approximately 5,789,473 new Ordinary Shares will be issued pursuant to the Fundraising, which would represent up to approximately 9.7 per cent. of the Company's current issued share capital (excluding shares held in treasury). The Fundraising will be effected pursuant to existing authorities of the Company, granted at the Company's annual general meeting on 5 November 2020 permitting it to issue new Ordinary Shares on a non pre-emptive basis.

The Placing is being made available to institutional investors and is not being made available to the public. PCI Pal has entered into a placing agreement with finnCap Ltd ("finnCap") to act as bookrunner (the "Bookrunner") in relation to the Placing.

The Placing is subject to the satisfaction of certain conditions set out in this Announcement and the appendices hereto and is being conducted by way of the Bookbuild which will be launched with immediate effect following release of this Announcement. The timing of the closing of the Bookbuild, the number of new Ordinary Shares issued pursuant to the Placing and Subscription and allocations are at the sole discretion of the Company and the Bookrunner. The Bookrunner reserves the right to close the Bookbuild without further notice. There can be no certainty that the Fundraising will complete. The Fundraising is being undertaken on a reasonable endeavours basis and is not being underwritten.

A further announcement following the close of the Bookbuild, confirming the final details of the Fundraising is expected to be made in due course.

The ticker for the Company's ordinary shares is PCIP. The Company's LEI is 213800XTX34IQYMYES95.

 

For further information, please contact:

PCI-PAL PLC

Via Walbrook PR

James Barham - Chief Executive Officer

William Good - Chief Financial Officer

 

 

 

finnCap (Nominated Adviser and Broker)

 

+44 (0) 20 7227 0500

Marc Milmo/Simon Hicks/Fergus Sullivan (Corporate Finance)

Richard Chambers (Corporate Broking)

 

 
  

Walbrook PR

+44 (0) 20 7933 8780

Tom Cooper/Paul Vann

+44 (0) 797 122 1972

 

[email protected]

 

About PCI Pal:

PCI Pal is a leading provider of Software-as-a-Service ("SaaS") solutions that empower companies to take payments from their customers securely, adhere to strict industry governance, and remove their business from the significant risks posed by non-compliance and data loss.  Our products secure payments and data in any business communications environment including voice, chat, social, email, and contact centre.  We are integrated to, and resold by, some of the worlds' leading business communications vendors, as well as major payment service providers.

The entirety of our product-base is available from our global cloud platform hosted in Amazon Web Services ("AWS"), with regional instances across EMEA, North America, and ANZ. 

 

 

IMPORTANT NOTICES AND DISCLAIMER

This Announcement has been issued by and is the sole responsibility of the Company.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This Announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation (as defined below)) to be published.

This Announcement is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investment and who are: (a) if in a member state of the European Economic Area, "qualified investors" as defined in Article 2(e) of Regulation (EU) 2017/1129(the "EU Prospectus Regulation") ("EU Qualified Investors");  (b) if in the United Kingdom, "qualified investors" as defined in Article 2€ of the EU Prospectus Regulation which forms part of retained EU law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") and who (i) fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) fall within  article 49(2)(a) to (d) of the Order and are "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000 (as amended) (the "FSMA"); (c) persons in Canada that are (i) "accredited investors" within the meaning of section 1.1 of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") or subsection 73.3(1) of the Securities Act (Ontario), as applicable, and that are either purchasing the Ordinary Shares as principal for their own account, or are deemed to be purchasing the Ordinary Shares as principal for their own account in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) not created or used solely to purchase or hold the Ordinary Shares as an accredited investor under NI 45-106; and (iii) "permitted clients" within the meaning of National Instrument 31-103 - Registration Requirements, Exemptions And Ongoing Registrant Obligations and (e) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "relevant persons"). Any investment in connection with the Placing will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this Announcement or any of its contents.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the UK only in circumstances in which section 21(1) of FSMA does not apply.

finnCap Ltd, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as Nominated Adviser, broker and sole bookrunner to the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of finnCap nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on finnCap by the FSMA or by the regulatory regime established under it, and except in the event of their committing fraud, neither finnCap nor any of its respective affiliates accepts any responsibility whatsoever for the accuracy, completeness or sufficiency of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of finnCap or any of its respective affiliates in connection with the Company, the Ordinary Shares or the Fundraising. finnCap and each of its respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement.

The distribution of this Announcement and the offering of the Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or finnCap 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 finnCap 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 "aim", "anticipate", "believe", "intend", "plan" "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 the 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, except as required by applicable law or regulation, neither the Company nor finnCap nor their respective affiliates assume 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.

No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

The New Ordinary Shares to be issued pursuant to the Fundraising will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Fundraising. Any investment decision to buy Ordinary Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by finnCap. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

 

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UKMiFID II"); and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, finnCap will only procure investors (pursuant to the Placing) who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels. Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

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

INTRODUCTION

The Company today announces a proposed issue of Ordinary Shares at a placing price of 95 pence per Ordinary Share, to raise gross proceeds receivable by the Company of up to £5.5 million. An Issue Price of 95 pence represents a discount of approximately 9 per cent. to the closing mid-market price of an Ordinary Share of 104.5 pence on 29 April 2021, (being the latest practicable business day prior to the date of this Announcement).

The Board intends to use the net proceeds of the Fundraising to fund the expansion of the Company into new territories of Mainland Europe, Canada and Australia. Further information on the Company's use of proceeds is set out below.

The Ordinary Shares are being issued under the Company's existing shareholder authorities and it is expected that they will be admitted to trading on AIM on or around 7 May 2021.

The Placing is subject to the satisfaction of certain conditions set out in this announcement and the appendices hereto ("Appendices") (together, this "Announcement") and is being conducted by way of an accelerated bookbuild, which will be launched immediately following the publication of this Announcement. finnCap Ltd ("finnCap") is acting as Nominated Adviser and Broker in connection with the Placing. The number of Placing Shares which are to be placed at the Placing Price will be determined at the close of the Bookbuilding Process. The timing of the closing of the Bookbuilding Process and the allocations are at the absolute discretion of finnCap and the Company. Details of the number of Placing Shares to be placed will be announced as soon as practicable after the close of the Bookbuilding Process. The Placing is not being underwritten by finnCap.

The Fundraising is conditional, inter alia, on the Placing Agreement between the Company and finnCap becoming unconditional and not being terminated (in accordance with its terms).

Background to the Fundraising and Use of Proceeds

The directors believe the Company has continued to make excellent progress against its key growth metrics as the Board seeks to deliver against its ambition to become the preferred solution provider that organisations turn to globally for achieving payment security and PCI compliance in customer engagement environments.  The progress being made by the Company is a result of its focus on three strategic pillars that is incorporated into the Company's stated objectives: serving products from a true cloud environment; available globally; with a sales model that leverages the strengths of large and often global channel partners.

A key constituent of the Company's success over the last few years, the directors believe, has been that it was the first to bring a true cloud, secure payment technology solution to the contact centre market, and making the solution available globally.  Having set out a key strategic objective to be the leader in cloud-based secure payment services to the business communications market, over the last three years the Company has already expanded its platform to reach across multiple regions in EMEA, North America, and Australia. 

This has been achieved through a proportion of direct sales but more so through a channel partner sales model that has enabled the Company to consistently add new reseller partners to its ecosystem, many of whom are global cloud-based vendors themselves.  The Company provides full on-boarding to these partners allowing it, where possible, to integrate with their own solution offerings thus providing these partners with easy-to-deploy PCI compliant payment solutions that they can sell alongside their own core product offerings.

Through its early commitment to build a channel sales business, the Company continues to have  a growing ecosystem of partners including some of the best-known names in the business communications and payments markets.  The contact centre market is by majority made up of small to medium size sites (those with less than 250 agent seats).  For example, in the US alone, there are over 37,000 contact centres (94% of all contact centres in the region) with less than 250 seats.  The Company's ability to market, engage, and sell to this majority end of the market, via its channel ecosystem, is critical to realising the Company's true scale potential. A key aspect of the Company's model is that it does not focus on one particular sector of the market. It is able to successfully sell to small to medium size customers, leveraging its partners existing routes to market to address smaller customers in volume. The Company can as well sell, both through partners and directly, to the larger enterprise end of the contact centre market.

Given the progress made by the Company, the Directors believe that it has established the foundations to open up its Serviceable Addressable Market ("SAM") to maintain the Company's strong revenue growth over the longer term.  Whilst the Company's existing core markets of the USA and the UK have, in aggregate a total of approximately 4.4 million contact centre seats, the markets of Mainland Europe, Australia and Canada offer an exciting opportunity to significantly increase the Company's SAM. Mainland Europe has approximately 2.1 million contact centre seats, Canada has approximately 0.5 million contact centre seats with Australia having approximately 0.3 million contact centre seats. PCI Compliance is a global requirement and the Company has already made opportunistic sales into these regions both directly and through existing channel partners.   The Board believes by proactively growing its presence into these territories that it will potentially increase its SAM by 40 per cent.

The Company is therefore seeking to raise £5.5 million to fund its expansion into these new territories of Mainland Europe, Canada, and Australia. The Board believes that the funds raised will assist the Board's objectives to deliver strong revenue growth over the longer term. The proceeds raised will be used as follows:

  • Sales and marketing expansion: Increase marketing expenditure and grow the Company's sales teams regionally so as to drive sales traction in the new territories both direct and through existing and new channel partners; and

     

  • Investment in Partner and Customer Success: hiring resource into the Company's partner and customer success team in both North America and EMEA so as to continue to maintain the Company's low levels of churn and driving positive net retention over the longer term; and

     

  • Continued investment into engineering and product: The Company will continue to ensure it invests in its technology so as to further accelerate the evolution and efficiencies of the Company's core product set and features.

     

 

 

Current trading and prospects

The Board released its interim results for the six months to 31 December 2020 on 8 March 2021. In the six months to 31 December 2020, revenue increased by 56 per cent. year on year to £3.19 million with 86 per cent. of revenues being recurring. New ACV (annual contract value) in the period was £1.68 million so that as at 31 December 2020, Total Contracted ACV (TACV) was £8.3 million, up from £6.75 million at 30 June 2020.

Since 31 December 2020 the Group's trading has continued to be strong. 51 new customer contracts have been added between 1 January 2021 and 31 March 2021 with these contracts having an ACV of £0.83 million. As at 31 March 2021, TACV was £8.9 million. Time-to-go-live remains in line with management expectations which is an important KPI for the board, and as at 31 March 2021 cash stood at £4.99 million with net cash of £3.16 million.

 

Details of the Placing

Pursuant to the placing agreement, dated 30 April 2021 between finnCap and the Company (the "Placing Agreement"), finnCap has conditionally agreed, as an agent of the Company, to use its reasonable endeavours to procure subscribers for the new Ordinary Shares subject to the Placing (the "Placing Shares"). The Placing is conditional upon, inter alia, admission of the Placing Shares and the Subscription Shares (as defined below) to trading on AIM ("Admission") becoming effective on or before 8.00 a.m. (London time) on 7 May 2021 or such later date as may be agreed between finnCap and Company, but in any event no later than 8.00 a.m. (London time) on 21 May 2021, and the Placing Agreement and the Subscription Agreement (as defined below) not having been terminated prior to Admission. The Placing Shares will rank equally in all respects with the Company's existing Ordinary Shares. The Placing is not being underwritten.  The maximum number of Placing Shares is 5,789,473.

 

Details of the Subscription

On 30 April 2021, the Company entered into a subscription agreement ("Subscription Agreement") with Burgundy Asset Management Ltd. (the "Subscriber") pursuant to which the Subscriber conditionally agreed to subscribe for 650,000 Ordinary Shares ("Subscription Shares").  The Subscription Agreement is conditional upon, inter alia, (i) Admission and (ii) the Placing Agreement becoming unconditional in all respects (save for (i) any condition relation to Admission and (ii) any condition in the Placing Agreement as to the Subscription Agreement becoming unconditional).  Under the Subscription Agreement, the Company gives certain warranties to the Subscriber.  The Subscriber can terminate the Subscription Agreement prior to Admission if there is a breach of warranty which has a material adverse impact on the financial position of the Company in the context of the Subscription or if any of the conditions cannot be fulfilled. 

This announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Bookbuild described in the Appendix to this announcement (which forms part of this announcement).

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this announcement in its entirety (including the Appendix), and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

 

Proposed Director Participation

James Barham, the CEO of the Company, has indicated that he intends to participate in the Placing. Should he do so, then such participation will be regarded as a related party transaction for the purposes of the AIM Rules.

 

 

 

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.

THIS ANNOUNCEMENT, INCLUDING THE TERMS AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(e) OF THE PROSPECTUS REGULATION (REGULATION (EU_2017/1129) (THE "EU PROSPECTUS REGULATION") ("EU QUALIFIED INVESTORS"); (2) IF IN THE UNITED KINGDOM, "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(e) OF THE EU PROSPECTUS REGULATION, WHICH FORMS PART OF RETAINED EU LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") AND WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER AND ARE  "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") ("UK QUALIFIED INVESTORS") AND (C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT; (3) IF RESIDENT IN CANADA, (I) "ACCREDITED INVESTORS" WITHIN THE MEANING OF SECTION 1.1 OF NATIONAL INSTRUMENT 45-106 - PROSPECTUS EXEMPTIONS ("NI 45-106") OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AS APPLICABLE, AND THAT ARE EITHER PURCHASING THE ORDINARY SHARES AS PRINCIPAL FOR THEIR OWN ACCOUNT, OR ARE DEEMED TO BE PURCHASING THE ORDINARY SHARES AS PRINCIPAL FOR THEIR OWN ACCOUNT IN ACCORDANCE WITH APPLICABLE CANADIAN SECURITIES LAWS, FOR INVESTMENT ONLY AND NOT WITH A VIEW TO RESALE OR REDISTRIBUTION; (II) NOT CREATED OR USED SOLELY TO PURCHASE OR HOLD THE ORDINARY SHARES AS AN ACCREDITED INVESTOR UNDER NI 45-106; AND (III) "PERMITTED CLIENTS" WITHIN THE MEANING OF NATIONAL INSTRUMENT 31-103 - REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN PCI-PAL PLC.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

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

The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Bookrunner or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Bookrunner to inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and do not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in 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; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, the Republic of South Africa or Japan. 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, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom.

Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UKMiFID II"); and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, finnCap will only procure investors (pursuant to the Placing) who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels. Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement should be read in its entirety.

By participating in the Placing (such participation to be confirmed in a recorded telephone conversation with the Bookrunner), each Placee will be deemed to have read and understood this Announcement, including these Terms and Conditions, in its entirety, to be participating and acquiring Placing Shares on the terms and conditions contained in this Announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

In particular, each such Placee irrevocably represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:

  • it is a Relevant Person and that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
  • in the case of any Placing Shares acquired by it within the United Kingdom as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, (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 the United Kingdom or to which the UK Prospectus Regulation otherwise applies other than UK Qualified Investors or in circumstances in which the prior consent of finnCap has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;
  • in the case of any Placing Shares acquired by it within the EEA as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, (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 EEA or to which the EU Prospectus Regulation otherwise applies other than EU Qualified Investors or in circumstances in which the prior consent of finnCap 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 EU Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;
  • it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in these Terms and Conditions;
  • it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in these Terms and Conditions; and
  • it (and any account referred to in paragraph 3 above) is located outside the United States and is acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.

 

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the Financial Conduct Authority ("FCA") in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in writing in any contract note sent to an individual Placee.

Each Placee, by participating in the Placing, agrees that the content of this Announcement are exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of the Bookrunner or the Company or any other person and none of the Bookrunner, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in this Announcement, including this Appendix, to be legal, tax, business or other advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

The Bookrunner will has entered into a "Placing Agreement" with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, the Bookrunner, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Issue Price.

The Placing Shares will, when issued, be subject to the memorandum and articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

Application for admission to trading

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM.

It is expected that Admission will take place on or around 8.00 a.m. on 7 May 2021 and that dealings in the Placing Shares on AIM will commence at the same time.

Principal terms of the Placing

  • The Bookrunner is acting as nominated adviser, financial adviser and broker to the Placing as agent for and on behalf of the Company.
  • Participation in the Placing will only be available to persons who may lawfully be, and are, invited by the Bookrunner to participate. The Bookrunner and any of its affiliates are entitled to participate in the Placing as principal.
  • The price per Placing Share (the "Issue Price") is fixed at 95 pence and is payable to the Bookrunner (as agent for the Company on the Placing) by all Placees.
  • Each Placee's allocation will be determined by the Bookrunner in its discretion following consultation with the Company and will be confirmed orally by the Bookrunner.
  • Each Placee's commitment will be confirmed in and evidenced by a recorded telephone call between representatives of the Bookrunner and the relevant Placee (the "Recorded Call"). This Announcement, including the terms and conditions set out in this Appendix, will be deemed incorporated into the contract which is entered into on the Recorded Call and will be legally binding on the relevant Placee(s) on behalf of whom the commitment is made with effect from the end of the Recorded Call and, except with the Bookrunner's prior written consent, will not be capable of variation or revocation after such time. Without prejudice to the foregoing, a contract note recording each Placee's commitment will be sent to them following the Recorded Call.
  • From the end of the relevant Recorded Call, each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Bookrunner (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.
  • Except as required by law or regulation, no press release or other announcement will be made by the Bookrunner or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
  • Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are 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".
  • All obligations 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 "Termination of the Placing".
  • By participating in the Placing, each Placee will agree 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.
  • To the fullest extent permissible by law and applicable FCA rules, neither:
    • the Bookrunner;
    • any of its affiliates, agents, advisers, directors, officers, consultants or employees; nor
    • to the extent not contained within (a) or (b), any person connected with the Bookrunner as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of the Bookrunner),

    shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither the Bookrunner nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Bookrunner's conduct of the Placing or of such alternative method of effecting the Placing as the Bookrunner and the Company may agree.

Registration and settlement

By participating in the Placing, 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 the Bookrunner in accordance with either the standing CREST or certificated settlement instructions which they have in place with the Bookrunner.

Settlement of transactions in the Placing Shares (ISIN: GB0009737155) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST will be on a delivery versus payment basis ("DVP") unless otherwise notified by the Bookrunner and is expected to occur on 7 May 2021 (the "Settlement Date"). However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Bookrunner may agree that the Placing Shares should be issued in certificated form. The Bookrunner reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as it deems necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located.

Interest is chargeable daily on payments not received from Placees on or before the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 3 percentage points above prevailing base rate of Barclays Bank plc as determined by the Bookrunner.

Each Placee is deemed to agree that if it does not comply with these obligations, the Bookrunner may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for the Bookrunner's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the Issue Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise (if any) upon the sale of its Placing Shares on its behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, any relevant contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of the Bookrunner under the Placing Agreement are, and the Placing is, conditional upon, inter alia:

  • the warranties contained in the Placing Agreement ("Warranties") being true and accurate in all material respects and not misleading when made on the date of the Placing Agreement and at Admission by reference to the facts and circumstances subsisting at that time;
  • the Subscription Agreement (i) not having been terminated or rescinded before Admission and (ii) having become unconditional in all respects save in respect of Admission and any condition in the Subscription Agreement as to the Placing Agreement becoming unconditional;
  • the Company having fully performed its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;
  • the Bookrunner not having exercised its right to terminate the Placing Agreement;
  • no matter arising that might give rise to a claim under the indemnity; and
  • Admission having become effective at or around 8.00 a.m. on 7 May 2021 or such later time as the Bookrunner may agree with the Company but in any event no later than 8.00 a.m. on 21 May 2021 (the "Long Stop Date");

(all conditions to the obligations of the Bookrunner included in the Placing Agreement being together, the "conditions").

If any of the conditions is not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Bookrunner may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.

The Bookrunner may, in its absolute discretion and upon such terms as it thinks fit, waive fulfilment of all or any of the conditions in the Placing Agreement in whole or in part, or extend the time provided for fulfilment of one or more conditions, save that certain conditions including the condition relating to Admission referred to in paragraph (f) above may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in these Terms and Conditions.

The Bookrunner may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Neither the Bookrunner nor any of its affiliates, agents, advisers, directors, officers or employees nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them 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 any of them may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Bookrunner.

Termination of the Placing

The Bookrunner may, in its absolute discretion, by notice to the Company, terminate the Placing Agreement at any time up to Admission if, inter alia:

  • any statement contained in any document or announcement issued or published by or on behalf of the Company in connection with the Placing ("Placing Documents") has become untrue or inaccurate in any material respect or misleading or any matter has arisen which would, if the Placing Documents were issued at that time, constitute a material omission from the Placing Documents or any of them or would otherwise render it untrue in any material respect or misleading;
  • any of the Warranties was untrue or inaccurate in any material respect or misleading when made and/or that any of the Warranties has ceased to be true or accurate in any material respect or has become misleading at any time prior to Admission, in each case by reference to the facts and circumstances subsisting at that time;
  • the Company is in breach of any provision of the Placing Agreement or otherwise fails to fully perform its obligations under the Placing Agreement;
  • there has been a breach by any party of any of its undertakings, warranties, covenants or obligations under the Subscription Agreement;
  • the Subscription Agreement is terminated or rescinded; or
  • there occurs a material adverse change in or an event having a serious adverse effect on the operations, properties, condition (financial or other), trading position or prospects or results of operations or general affairs of the Company (and its subsidiaries) taken as a whole such that in the reasonable opinion of the Bookrunner (acting in good faith) the Placing Shares cannot be placed successfully.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

By participating in the Placing, each Placee agrees with the Company and the Bookrunner that the exercise by the Company or the Bookrunner of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or the Bookrunner or for agreement between the Company and the Bookrunner (as the case may be) and that neither the Company nor the Bookrunner need make any reference to such Placee and that none of the Company, the Bookrunner nor any of their respective affiliates, agents, advisers, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it at any time after the end of the Recorded Call confirming the relevant Placee's allocation and commitment in the Placing.

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges, confirms and agrees (for itself and for any such prospective Placee) that (save where the Bookrunner expressly agrees in writing to the contrary):

  • it has read and understood this Announcement, including this Appendix, in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;
  • no offering document, prospectus or admission document has been or will be prepared in connection with the Placing and it has not received a prospectus, admission document or other offering document in connection with the Placing or the Placing Shares;
  • the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules and the Market Abuse Regulation (EU Regulation No. 596/2014 as it forms part of UK law as retained EU law as defined in, and by virtue of, the European Union (Withdrawal) Act 2018 ("UK MAR")), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;
  • it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial position and other aspects of the Company in accepting a participation in the Placing and neither the Bookrunner nor the Company nor any of their respective affiliates, agents, advisers, directors, officers or employees nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in the Announcement or the Publicly Available Information; nor has it requested the Bookrunner, the Company, any of their respective affiliates, agents, advisers, directors, employees or officers or any person acting on behalf of any of them to provide it with any such information;
  • neither the Bookrunner nor any person acting on behalf of it nor any of its affiliates, agents, directors, officers or employees has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for any fraudulent misrepresentation made by that person;
    • the only information on which it is entitled to rely on and on which it has relied in committing to acquire the Placing Shares is contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement and the Publicly Available Information;
    • neither the Bookrunner nor any of their respective affiliates, agents, directors, officers or employees have made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of this Announcement or the Publicly Available Information;
    • it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and
  • it has not relied on any investigation that the Bookrunner or any person acting on its behalf may have conducted with respect to the Company, the Placing or the Placing Shares;
  • the content of this Announcement and the other Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither the Bookrunner nor any persons acting on its behalf is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement or the other Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the other Publicly Available Information or otherwise. Nothing in these Terms and Conditions shall exclude any liability of any person for fraudulent misrepresentation;
  • it has the funds available to pay for the Placing Shares which it has agreed to acquire and acknowledges and agrees that it will pay the total subscription amount in accordance with this Announcement, including this Appendix, by the due time and date set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as the Bookrunner determines;
  • it and/or each person on whose behalf it is participating:
    • is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;
    • has fully observed such laws and regulations;
    • has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and
    • has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement, including this Appendix) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares;
  • it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired will not be, a resident of, or with an address in, or subject to the laws of, Australia, Canada, the Republic of South Africa or Japan, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, the Republic of South Africa or Japan and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;
  • it and the person(s), if any, for whose account and benefit it is subscribing for Placing Shares is, and at the time the Placing Shares are acquired will be, located outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;
  • it understands that the Placing Shares have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from the registration requirements of the Securities Act and, in each case, in accordance with applicable state securities laws; the Placing Shares will not be offered to the public in the United States and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;
  • it and the person(s), if any, for whose account and benefit it is subscribing for the Placing Shares is not acquiring the Placing Shares with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any state thereof;
  • it is not acquiring the Placing Shares as a result of any "directed selling efforts" (as such term is defined in Regulation S under the Securities Act);
  • it will not distribute, forward, transfer or otherwise transmit these Terms and Conditions and/or the Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
  • none of the Bookrunner, its affiliates and any person acting on behalf of any of them is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of the Bookrunner and that the Bookrunner has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
  • it will make payment to the Bookrunner for the Placing Shares allocated to it in accordance with these Terms and Conditions on or by 7 May 2021 (or if later the date of Admission (provided that the date of Admission is no later than the Long Stop Date) as notified to it by the Bookrunner), failing which the relevant Placing Shares may be placed with others on such terms as the Bookrunner determines in its absolute discretion without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement, including this Appendix) which may arise upon the sale of such Placee's Placing Shares on its behalf;
  • its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Bookrunner may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
  • no action has been or will be taken by any of the Company, the Bookrunner or any person acting on behalf of the Company or the Bookrunner that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;
  • the person who it specifies for registration as holder of the Placing Shares will be:
    • the Placee; or
    • a nominee of the Placee, as the case may be.
  • the Bookrunner and the Company will not be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to indemnify the Company and the Bookrunner in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of the Bookrunner or transferred to a CREST stock account of the Bookrunner who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;
  • the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;
  • if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
  • it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or in the EEA except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA or an offer to the public in the UK or any member state of the EEA within the meaning of the UK Prospectus Regulation and the EU Prospectus Regulation;
  • if within the United Kingdom, it is a person falling within Article 19(5) and/or Article 49(2)(a) to (d) of the Order and is a UK Qualified Investor or is a person to whom this Announcement may otherwise be lawfully communicated;
  • any offer of Placing Shares may only be directed at persons in member states of the EEA who are EU Qualified Investors and represents and agrees that, in the EEA, it is such an EU Qualified Investor;
  • if within the United Kingdom it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom or to which the UK Prospectus Regulation otherwise applies other than to UK Qualified Investors, or in circumstances in which the prior consent of finnCap has been given to the proposed offer or resale;
  • if within the EEA it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA or to which the EU Prospectus Regulation otherwise applies other than to EU Qualified Investors, or in circumstances in which the prior consent of finnCap has been given to the proposed offer or resale;
  • it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
  • it has complied and it will comply with all applicable laws in any jurisdiction with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA in respect of anything done in, from or otherwise involving the United Kingdom);
  • if it has received any inside information (for the purposes of UK MAR and/or section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in advance of the Placing, it has not:
    • dealt (or attempted to deal) in the securities of the Company;
    • encouraged, recommended or induced another person to deal in the securities of the Company; or
    • unlawfully disclosed such information to any person, prior to the information being made publicly available;
  • neither the Bookrunner, the Company nor any of their respective affiliates, agents, advisers, directors, officers or employees nor any person acting on behalf of the Bookrunner or its affiliates, agents, directors, officers or employees is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of any of the Bookrunner's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
  • the Bookrunner and its affiliates, acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement, including in this Appendix, to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, the Bookrunner and/or any of its affiliates acting as an investor for its or their own account(s). Neither the Bookrunner nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;
  • it:
    • has complied, and will comply, with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017;
    • is not a person:
      • with whom transactions are prohibited under the US 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;
      • named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or
      • subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law,

      (all such statutes, rules and regulations referred to in this paragraph 32 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 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 the Bookrunner such evidence, if any, as to the identity or location or legal status of any person which it may request from it in connection with the Placing (for the purpose of complying with the 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 the Bookrunner on the basis that any failure by it to do so may result in the number of Placing Shares that are to be acquired by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Bookrunner may decide at its sole discretion;

  • in order to ensure compliance with the Regulations, the Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to the Bookrunner or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the Bookrunner's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the Bookrunner's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity the Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either the Bookrunner and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
  • it acknowledges that its commitment to acquire Placing Shares on the terms and conditions set out in this Announcement will continue notwithstanding any amendment that may in future be made to this Announcement of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Bookrunner's conduct of the Placing;
  • it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;
  • it irrevocably appoints any duly authorised officer of the Bookrunner as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares which it agrees to acquire upon the these Terms and Conditions;
  • the Company, the Bookrunner and others (including each of their respective affiliates, agents, advisers, directors, officers and employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to the Bookrunner on its own behalf and on behalf of the Company and are irrevocable;
  • it is acting as principal only in respect of the Placing or, if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it is duly authorised to do so and it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;
  • time is of the essence as regards its obligations under these Terms and Conditions;
  • any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the Bookrunner;
  • the Placing Shares will be issued subject to this Announcement, including this Appendix; and
  • this Announcement, including this Appendix and all documents into which this Announcement, including this Appendix, is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire Placing Shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute (contractual or otherwise) or matter arising out of or in connection with such contract except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with interest chargeable thereon) may be taken by the Company or the Bookrunner 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.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, the Bookrunner and each of their respective affiliates, agents, directors, officers and employees 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 given by the Placee (and any person acting on such Placee's behalf) in this Announcement, including this Appendix, or incurred by the Bookrunner, the Company or each of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in this Announcement, including this Appendix, and further agrees that the provisions of this Announcement, including this Appendix, shall survive after the completion of the Placing.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company. Such agreement assumes that the Placing Shares are not being acquired 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 related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor the Bookrunner shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and they should notify the Bookrunner accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect 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 non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Bookrunner in the event that either the Company and/or the Bookrunner have incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements and undertakings contained in this Announcement, including this Appendix, are given to the Bookrunner for itself and on behalf of the Company and are irrevocable.

finnCap is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and finnCap will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement, including this Appendix.

Each Placee and any person acting on behalf of the Placee acknowledges that the Bookrunner does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Bookrunner may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.

When a Placee or any person acting on behalf of the Placee is dealing with the Bookrunner, any money held in an account with the Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from the Bookrunner's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

In this Announcement, including this Appendix, any words following the terms "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

References to time in this Announcement are to London time, unless otherwise stated.

All times and dates in this Announcement, including this Appendix, may be subject to amendment. Placees will be notified of any changes.

No statement in this Announcement, including this Appendix, is intended to be a profit forecast or estimate, and no statement in this Announcement, including this Appendix, should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement, including this Appendix.

DEFINITIONS

The following definitions apply to this Announcement, including this Appendix:

Admission

admission of the Placing Shares and the Subscription Shares to trading on AIM becoming effective within the meaning of Rule 6 of the AIM Rules for Companies issued by London Stock Exchange

AIM

AIM, a market operated by the London Stock Exchange

Bookrunner

finnCap Ltd registered in England and Wales under number 06198898 whose registered office is at 60 New Broad Street, London EC2M 1JJ (together with its affiliates)

Company

PCI-PAL PLC registered in England and Wales under number 03869545 whose registered office is at 7 Gamma Terrace, Ransomes Europark, Ipswich, Suffolk IP3 9FF

CREST

the computerised settlement system to facilitate transfer of the title to an interest in securities in uncertificated form operated by Euroclear UK & Ireland

Euroclear UK & Ireland

Euroclear UK & Ireland Limited

Issue Price

95 pence per Placing Share

London Stock Exchange

London Stock Exchange plc

Ordinary Shares

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

Placees

persons who agree to subscribe for Placing Shares at the Issue Price

Placing

the conditional placing of the Placing Shares by the Bookrunner on behalf of the Company at the Issue Price, in accordance with the Placing Agreement

Placing Agreement

the conditional placing agreement relating to the Placing of the Placing Shares between the Company and the Bookrunner

Placing Shares

up to 5,139,473 new Ordinary Shares to be issued in connection with the Placing

Regulation S

Regulation S under the Securities Act

Securities Act

the U.S. Securities Act of 1933, as amended

Shareholders

holders of Ordinary Shares

Subscriber

Burgundy Asset Management Ltd

Subscription

the subscription for the Subscription Shares by Subscriber pursuant to the terms of the Subscription Agreement

Subscription Agreement

the agreement entered into by the Company and the Subscriber in connection with the Subscription

Subscription Shares

the 650,000 new Ordinary Shares to be issued to the Subscriber pursuant to the terms of the Subscription Agreement

Proposed Placing to raise £5.5 million to accelerate global growth

Apr 30, 2021, 06:25 AM by paul.alleway Alleway

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF MAR.

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

PCI-PAL PLC (AIM: PCIP), the global cloud provider of secure payment solutions for business communications, today announces its intention to conduct a fundraising to raise gross proceeds of up to approximately £5.5 million through a placing to new and existing institutional investors (the "Placing") of new ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") by way of an accelerated bookbuild (the "Bookbuild") and a separate direct subscription for new Ordinary Shares (the "Subscription", together with the Placing the "Fundraising").

 

Highlights

  • Proposed Fundraising of up to 5,789,473 Ordinary Shares at a price of 95 pence per Ordinary Share (the "Issue Price") to raise gross proceeds for the Company of up to £5.5 million
  • The net proceeds of the Fundraising receivable by the Company will be used to fund the Company's further expansion into the new territories of Mainland Europe, Canada and Australia.
  • The net proceeds of the Fundraising should allow the Company to accelerate long-term growth through targeting a larger addressable market underpinned by the Company's high margin, scalable, globally available SaaS technology platform.
  • The Placing is to be conducted by way of an accelerated bookbuild process which will commence immediately following this Announcement and will be subject to the terms and conditions set out in the Appendix to this Announcement.
  • The Placing Price represents a discount of approximately 9 per cent. to the closing mid-market price of an Ordinary Share on 29 April 2021, being the last trading day prior to this Announcement.

This Announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Placing and any participation in the Placing that is described in the Appendix to this Announcement (which forms part of this Announcement).

 

The Fundraising

It is expected that up to approximately 5,789,473 new Ordinary Shares will be issued pursuant to the Fundraising, which would represent up to approximately 9.7 per cent. of the Company's current issued share capital (excluding shares held in treasury). The Fundraising will be effected pursuant to existing authorities of the Company, granted at the Company's annual general meeting on 5 November 2020 permitting it to issue new Ordinary Shares on a non pre-emptive basis.

The Placing is being made available to institutional investors and is not being made available to the public. PCI Pal has entered into a placing agreement with finnCap Ltd ("finnCap") to act as bookrunner (the "Bookrunner") in relation to the Placing.

The Placing is subject to the satisfaction of certain conditions set out in this Announcement and the appendices hereto and is being conducted by way of the Bookbuild which will be launched with immediate effect following release of this Announcement. The timing of the closing of the Bookbuild, the number of new Ordinary Shares issued pursuant to the Placing and Subscription and allocations are at the sole discretion of the Company and the Bookrunner. The Bookrunner reserves the right to close the Bookbuild without further notice. There can be no certainty that the Fundraising will complete. The Fundraising is being undertaken on a reasonable endeavours basis and is not being underwritten.

A further announcement following the close of the Bookbuild, confirming the final details of the Fundraising is expected to be made in due course.

The ticker for the Company's ordinary shares is PCIP. The Company's LEI is 213800XTX34IQYMYES95.

 

For further information, please contact:

PCI-PAL PLC

Via Walbrook PR

James Barham - Chief Executive Officer

William Good - Chief Financial Officer

 

 

 

finnCap (Nominated Adviser and Broker)

 

+44 (0) 20 7227 0500

Marc Milmo/Simon Hicks/Fergus Sullivan (Corporate Finance)

Richard Chambers (Corporate Broking)

 

 
  

Walbrook PR

+44 (0) 20 7933 8780

Tom Cooper/Paul Vann

+44 (0) 797 122 1972

 

[email protected]

 

About PCI Pal:

PCI Pal is a leading provider of Software-as-a-Service ("SaaS") solutions that empower companies to take payments from their customers securely, adhere to strict industry governance, and remove their business from the significant risks posed by non-compliance and data loss.  Our products secure payments and data in any business communications environment including voice, chat, social, email, and contact centre.  We are integrated to, and resold by, some of the worlds' leading business communications vendors, as well as major payment service providers.

The entirety of our product-base is available from our global cloud platform hosted in Amazon Web Services ("AWS"), with regional instances across EMEA, North America, and ANZ. 

 

 

IMPORTANT NOTICES AND DISCLAIMER

This Announcement has been issued by and is the sole responsibility of the Company.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This Announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation (as defined below)) to be published.

This Announcement is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investment and who are: (a) if in a member state of the European Economic Area, "qualified investors" as defined in Article 2(e) of Regulation (EU) 2017/1129(the "EU Prospectus Regulation") ("EU Qualified Investors");  (b) if in the United Kingdom, "qualified investors" as defined in Article 2€ of the EU Prospectus Regulation which forms part of retained EU law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") and who (i) fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) fall within  article 49(2)(a) to (d) of the Order and are "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000 (as amended) (the "FSMA"); (c) persons in Canada that are (i) "accredited investors" within the meaning of section 1.1 of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") or subsection 73.3(1) of the Securities Act (Ontario), as applicable, and that are either purchasing the Ordinary Shares as principal for their own account, or are deemed to be purchasing the Ordinary Shares as principal for their own account in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) not created or used solely to purchase or hold the Ordinary Shares as an accredited investor under NI 45-106; and (iii) "permitted clients" within the meaning of National Instrument 31-103 - Registration Requirements, Exemptions And Ongoing Registrant Obligations and (e) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "relevant persons"). Any investment in connection with the Placing will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this Announcement or any of its contents.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the UK only in circumstances in which section 21(1) of FSMA does not apply.

finnCap Ltd, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as Nominated Adviser, broker and sole bookrunner to the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of finnCap nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on finnCap by the FSMA or by the regulatory regime established under it, and except in the event of their committing fraud, neither finnCap nor any of its respective affiliates accepts any responsibility whatsoever for the accuracy, completeness or sufficiency of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of finnCap or any of its respective affiliates in connection with the Company, the Ordinary Shares or the Fundraising. finnCap and each of its respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement.

The distribution of this Announcement and the offering of the Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or finnCap 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 finnCap 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 "aim", "anticipate", "believe", "intend", "plan" "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 the 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, except as required by applicable law or regulation, neither the Company nor finnCap nor their respective affiliates assume 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.

No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

The New Ordinary Shares to be issued pursuant to the Fundraising will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Fundraising. Any investment decision to buy Ordinary Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by finnCap. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

 

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UKMiFID II"); and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, finnCap will only procure investors (pursuant to the Placing) who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels. Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

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

INTRODUCTION

The Company today announces a proposed issue of Ordinary Shares at a placing price of 95 pence per Ordinary Share, to raise gross proceeds receivable by the Company of up to £5.5 million. An Issue Price of 95 pence represents a discount of approximately 9 per cent. to the closing mid-market price of an Ordinary Share of 104.5 pence on 29 April 2021, (being the latest practicable business day prior to the date of this Announcement).

The Board intends to use the net proceeds of the Fundraising to fund the expansion of the Company into new territories of Mainland Europe, Canada and Australia. Further information on the Company's use of proceeds is set out below.

The Ordinary Shares are being issued under the Company's existing shareholder authorities and it is expected that they will be admitted to trading on AIM on or around 7 May 2021.

The Placing is subject to the satisfaction of certain conditions set out in this announcement and the appendices hereto ("Appendices") (together, this "Announcement") and is being conducted by way of an accelerated bookbuild, which will be launched immediately following the publication of this Announcement. finnCap Ltd ("finnCap") is acting as Nominated Adviser and Broker in connection with the Placing. The number of Placing Shares which are to be placed at the Placing Price will be determined at the close of the Bookbuilding Process. The timing of the closing of the Bookbuilding Process and the allocations are at the absolute discretion of finnCap and the Company. Details of the number of Placing Shares to be placed will be announced as soon as practicable after the close of the Bookbuilding Process. The Placing is not being underwritten by finnCap.

The Fundraising is conditional, inter alia, on the Placing Agreement between the Company and finnCap becoming unconditional and not being terminated (in accordance with its terms).

Background to the Fundraising and Use of Proceeds

The directors believe the Company has continued to make excellent progress against its key growth metrics as the Board seeks to deliver against its ambition to become the preferred solution provider that organisations turn to globally for achieving payment security and PCI compliance in customer engagement environments.  The progress being made by the Company is a result of its focus on three strategic pillars that is incorporated into the Company's stated objectives: serving products from a true cloud environment; available globally; with a sales model that leverages the strengths of large and often global channel partners.

A key constituent of the Company's success over the last few years, the directors believe, has been that it was the first to bring a true cloud, secure payment technology solution to the contact centre market, and making the solution available globally.  Having set out a key strategic objective to be the leader in cloud-based secure payment services to the business communications market, over the last three years the Company has already expanded its platform to reach across multiple regions in EMEA, North America, and Australia. 

This has been achieved through a proportion of direct sales but more so through a channel partner sales model that has enabled the Company to consistently add new reseller partners to its ecosystem, many of whom are global cloud-based vendors themselves.  The Company provides full on-boarding to these partners allowing it, where possible, to integrate with their own solution offerings thus providing these partners with easy-to-deploy PCI compliant payment solutions that they can sell alongside their own core product offerings.

Through its early commitment to build a channel sales business, the Company continues to have  a growing ecosystem of partners including some of the best-known names in the business communications and payments markets.  The contact centre market is by majority made up of small to medium size sites (those with less than 250 agent seats).  For example, in the US alone, there are over 37,000 contact centres (94% of all contact centres in the region) with less than 250 seats.  The Company's ability to market, engage, and sell to this majority end of the market, via its channel ecosystem, is critical to realising the Company's true scale potential. A key aspect of the Company's model is that it does not focus on one particular sector of the market. It is able to successfully sell to small to medium size customers, leveraging its partners existing routes to market to address smaller customers in volume. The Company can as well sell, both through partners and directly, to the larger enterprise end of the contact centre market.

Given the progress made by the Company, the Directors believe that it has established the foundations to open up its Serviceable Addressable Market ("SAM") to maintain the Company's strong revenue growth over the longer term.  Whilst the Company's existing core markets of the USA and the UK have, in aggregate a total of approximately 4.4 million contact centre seats, the markets of Mainland Europe, Australia and Canada offer an exciting opportunity to significantly increase the Company's SAM. Mainland Europe has approximately 2.1 million contact centre seats, Canada has approximately 0.5 million contact centre seats with Australia having approximately 0.3 million contact centre seats. PCI Compliance is a global requirement and the Company has already made opportunistic sales into these regions both directly and through existing channel partners.   The Board believes by proactively growing its presence into these territories that it will potentially increase its SAM by 40 per cent.

The Company is therefore seeking to raise £5.5 million to fund its expansion into these new territories of Mainland Europe, Canada, and Australia. The Board believes that the funds raised will assist the Board's objectives to deliver strong revenue growth over the longer term. The proceeds raised will be used as follows:

  • Sales and marketing expansion: Increase marketing expenditure and grow the Company's sales teams regionally so as to drive sales traction in the new territories both direct and through existing and new channel partners; and

     

  • Investment in Partner and Customer Success: hiring resource into the Company's partner and customer success team in both North America and EMEA so as to continue to maintain the Company's low levels of churn and driving positive net retention over the longer term; and

     

  • Continued investment into engineering and product: The Company will continue to ensure it invests in its technology so as to further accelerate the evolution and efficiencies of the Company's core product set and features.

     

 

 

Current trading and prospects

The Board released its interim results for the six months to 31 December 2020 on 8 March 2021. In the six months to 31 December 2020, revenue increased by 56 per cent. year on year to £3.19 million with 86 per cent. of revenues being recurring. New ACV (annual contract value) in the period was £1.68 million so that as at 31 December 2020, Total Contracted ACV (TACV) was £8.3 million, up from £6.75 million at 30 June 2020.

Since 31 December 2020 the Group's trading has continued to be strong. 51 new customer contracts have been added between 1 January 2021 and 31 March 2021 with these contracts having an ACV of £0.83 million. As at 31 March 2021, TACV was £8.9 million. Time-to-go-live remains in line with management expectations which is an important KPI for the board, and as at 31 March 2021 cash stood at £4.99 million with net cash of £3.16 million.

 

Details of the Placing

Pursuant to the placing agreement, dated 30 April 2021 between finnCap and the Company (the "Placing Agreement"), finnCap has conditionally agreed, as an agent of the Company, to use its reasonable endeavours to procure subscribers for the new Ordinary Shares subject to the Placing (the "Placing Shares"). The Placing is conditional upon, inter alia, admission of the Placing Shares and the Subscription Shares (as defined below) to trading on AIM ("Admission") becoming effective on or before 8.00 a.m. (London time) on 7 May 2021 or such later date as may be agreed between finnCap and Company, but in any event no later than 8.00 a.m. (London time) on 21 May 2021, and the Placing Agreement and the Subscription Agreement (as defined below) not having been terminated prior to Admission. The Placing Shares will rank equally in all respects with the Company's existing Ordinary Shares. The Placing is not being underwritten.  The maximum number of Placing Shares is 5,789,473.

 

Details of the Subscription

On 30 April 2021, the Company entered into a subscription agreement ("Subscription Agreement") with Burgundy Asset Management Ltd. (the "Subscriber") pursuant to which the Subscriber conditionally agreed to subscribe for 650,000 Ordinary Shares ("Subscription Shares").  The Subscription Agreement is conditional upon, inter alia, (i) Admission and (ii) the Placing Agreement becoming unconditional in all respects (save for (i) any condition relation to Admission and (ii) any condition in the Placing Agreement as to the Subscription Agreement becoming unconditional).  Under the Subscription Agreement, the Company gives certain warranties to the Subscriber.  The Subscriber can terminate the Subscription Agreement prior to Admission if there is a breach of warranty which has a material adverse impact on the financial position of the Company in the context of the Subscription or if any of the conditions cannot be fulfilled. 

This announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Bookbuild described in the Appendix to this announcement (which forms part of this announcement).

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this announcement in its entirety (including the Appendix), and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

 

Proposed Director Participation

James Barham, the CEO of the Company, has indicated that he intends to participate in the Placing. Should he do so, then such participation will be regarded as a related party transaction for the purposes of the AIM Rules.

 

 

 

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.

THIS ANNOUNCEMENT, INCLUDING THE TERMS AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(e) OF THE PROSPECTUS REGULATION (REGULATION (EU_2017/1129) (THE "EU PROSPECTUS REGULATION") ("EU QUALIFIED INVESTORS"); (2) IF IN THE UNITED KINGDOM, "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(e) OF THE EU PROSPECTUS REGULATION, WHICH FORMS PART OF RETAINED EU LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") AND WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER AND ARE  "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") ("UK QUALIFIED INVESTORS") AND (C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT; (3) IF RESIDENT IN CANADA, (I) "ACCREDITED INVESTORS" WITHIN THE MEANING OF SECTION 1.1 OF NATIONAL INSTRUMENT 45-106 - PROSPECTUS EXEMPTIONS ("NI 45-106") OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AS APPLICABLE, AND THAT ARE EITHER PURCHASING THE ORDINARY SHARES AS PRINCIPAL FOR THEIR OWN ACCOUNT, OR ARE DEEMED TO BE PURCHASING THE ORDINARY SHARES AS PRINCIPAL FOR THEIR OWN ACCOUNT IN ACCORDANCE WITH APPLICABLE CANADIAN SECURITIES LAWS, FOR INVESTMENT ONLY AND NOT WITH A VIEW TO RESALE OR REDISTRIBUTION; (II) NOT CREATED OR USED SOLELY TO PURCHASE OR HOLD THE ORDINARY SHARES AS AN ACCREDITED INVESTOR UNDER NI 45-106; AND (III) "PERMITTED CLIENTS" WITHIN THE MEANING OF NATIONAL INSTRUMENT 31-103 - REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN PCI-PAL PLC.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

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

The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Bookrunner or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Bookrunner to inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and do not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in 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; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, the Republic of South Africa or Japan. 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, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom.

Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UKMiFID II"); and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, finnCap will only procure investors (pursuant to the Placing) who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels. Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement should be read in its entirety.

By participating in the Placing (such participation to be confirmed in a recorded telephone conversation with the Bookrunner), each Placee will be deemed to have read and understood this Announcement, including these Terms and Conditions, in its entirety, to be participating and acquiring Placing Shares on the terms and conditions contained in this Announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

In particular, each such Placee irrevocably represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:

  • it is a Relevant Person and that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
  • in the case of any Placing Shares acquired by it within the United Kingdom as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, (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 the United Kingdom or to which the UK Prospectus Regulation otherwise applies other than UK Qualified Investors or in circumstances in which the prior consent of finnCap has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;
  • in the case of any Placing Shares acquired by it within the EEA as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, (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 EEA or to which the EU Prospectus Regulation otherwise applies other than EU Qualified Investors or in circumstances in which the prior consent of finnCap 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 EU Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;
  • it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in these Terms and Conditions;
  • it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in these Terms and Conditions; and
  • it (and any account referred to in paragraph 3 above) is located outside the United States and is acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.

 

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the Financial Conduct Authority ("FCA") in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in writing in any contract note sent to an individual Placee.

Each Placee, by participating in the Placing, agrees that the content of this Announcement are exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of the Bookrunner or the Company or any other person and none of the Bookrunner, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in this Announcement, including this Appendix, to be legal, tax, business or other advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

The Bookrunner will has entered into a "Placing Agreement" with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, the Bookrunner, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Issue Price.

The Placing Shares will, when issued, be subject to the memorandum and articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

Application for admission to trading

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM.

It is expected that Admission will take place on or around 8.00 a.m. on 7 May 2021 and that dealings in the Placing Shares on AIM will commence at the same time.

Principal terms of the Placing

  • The Bookrunner is acting as nominated adviser, financial adviser and broker to the Placing as agent for and on behalf of the Company.
  • Participation in the Placing will only be available to persons who may lawfully be, a