Legal Entity Identifier: LEI2138007VR9ZYCWS7VE12
For Immediate Release 24 October 2017
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Keywords Studios plc ("Keywords" or the "Company" and, together with its subsidiaries, the "Group")
PROPOSED EQUITY PLACING
Keywords Studios plc, the international technical services provider to the global video games industry, announces its intention to undertake an equity placing of up to 5,750,000 new ordinary shares of 1 pence each in the capital of the Company (the "Placing Shares"), equivalent to approximately 10 per cent. of the Company's existing issued share capital (the "Placing"). The Placing, which is underwritten, is intended to raise gross proceeds of approximately £75m (before expenses) (the "Placing").
Rationale for the Placing and use of proceeds
The Placing is being undertaken to fund the Company's proposed acquisition of the entire issued share capital of VMC Consulting Corporation ("VMC"), a leading provider of Functional Testing and Customer Support in North America (the "Acquisition"), and certain of its affiliates, from Volt Information Sciences, Inc. ("Volt") for a cash consideration of approximately US $66.4m (the "Consideration"), subject to certain working capital adjustments, as separately announced by the Company today. Transaction costs and working capital expenses are estimated to be a further US $5.0m. The additional proceeds raised will be used to finance the Group's strong acquisition pipeline. The Placing will allow the Group to maintain its conservative gearing policy.
Certain Directors of the Company have indicated their intention to subscribe for Placing Shares. Further details of the Placing and any participation by such Directors will be set out in the announcement to be made on the closing of the Placing, which is expected to be made later today.
The Acquisition is expected to be completed on or around 30 October 2017, conditional upon, amongst other things, completion of the Placing.
Details of the Placing
Numis Securities Limited ("Numis") and Joh. Berenberg, Gossler & Co. KG ("Berenberg") are acting as joint bookrunners ("Joint Bookrunners") in connection with the Placing.
The Placing is subject to the terms and conditions set out in the Appendix (which forms part of this announcement, such announcement and the Appendix together being the "Announcement"). The Joint Bookrunners will today commence a bookbuilding process in respect of the Placing (the "Bookbuilding Process"). The price per ordinary share at which the Placing Shares (defined above) are to be placed (the "Placing Price") will be decided at the close of the Bookbuilding Process. The book will open with immediate effect following this Announcement. The timing of the closing of the book, pricing and allocations are at the discretion of the Joint Bookrunners and the Company. Details of the Placing Price and the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuilding Process.
The issue of the Placing Shares is to be effected by way of a cashbox placing. The Company will allot and issue the Placing Shares on a non-pre-emptive basis to Placees in consideration for Numis transferring its holdings of redeemable preference shares and ordinary subscriber shares in a Jersey special purpose vehicle ("Jersey SPV") to the Company. Accordingly, instead of receiving cash as consideration for the issue of Placing Shares, at completion of the Placing the Company will own all of the issued ordinary shares and redeemable preference shares of the Jersey SPV whose only asset will be its cash reserves, which will represent an amount approximately equal to the net proceeds of the Placing. The Placing has been fully underwritten by the Joint Bookrunners in accordance with the terms of the placing agreement entered into between the Company and the Joint Bookrunners today (the "Placing Agreement").
The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company, including the right to receive all dividends and other distributions declared, made or paid after the date of issue. If all the Placing Shares are placed, it would represent an increase of approximately 10 per cent. of the existing issued share capital of the Company.
Application has been made for the Placing Shares to be admitted to trading on the AIM market of the London Stock Exchange plc ("Admission"). Admission is expected to take place on or before 8.00 a.m. on 27 October 2017 and settlement for the Placing Shares is expected to take place on the same date on a T+3 basis. The Placing is conditional, among other things, upon Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms. The Appendix sets out further information relating to the Bookbuilding Process and the terms and conditions of the Placing.
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the Appendix.
Conference Call
Andrew Day, Group Chief Executive and David Broderick, Group Finance Director will present details of the acquisition and placing during an analyst and investor call to be held at midday on Tuesday 24 October 2017. Dial in details for the call can be obtained by contacting MHP Communications on 020 3128 8156 or keywords@mhpc.com.
For further information on this Announcement, please contact:
|
Keywords Studios (www.keywordsstudios.com) Andrew Day, Chief Executive Officer David Broderick, Chief Financial Officer |
+353 190 22 730 |
|
Numis (Financial Adviser, NOMAD, Broker and Joint Bookrunner) Stuart Skinner / Kevin Cruickshank (Nominated Adviser) James Black / Tom Ballard (Corporate Broker) |
020 7260 1000 |
|
Berenberg (Joint Bookrunner) Chris Bowman, Ben Wright, Mark Whitmore
MHP Communications (Financial PR) Katie Hunt / Ollie Hoare / Nessyah Hart |
020 3207 7800
020 3128 8100 |
About Keywords Studios (www.keywordsstudios.com)
Keywords Studios is an international technical services provider to the global video games industry. Established in 1998, and now with 37 facilities in 18 countries strategically located in Asia, the Americas and Europe, it provides integrated art creation, software engineering, testing, localisation, audio and customer care services across more than 50 languages and 16 games platforms to a blue-chip client base in more than 15 countries. It has a strong market position, providing services to 23 of the top 25 most prominent games companies, including Activision Blizzard, Bandai Namco, Bethesda, Electronic Arts, Konami, Riot Games, Sony, Square Enix, Supercell, TakeTwo, and Ubisoft. Recent titles worked on include Uncharted 4: A Thief's End, Call of Duty: Infinite Warfare, Mortal Combat X, Assassin's Creed Syndicate, Battlefield 1, Overwatch, World of Warcraft: Legion, Hearthstone, Clash Royale, and Mobile Strike. Keywords Studios is listed on AIM, the London Stock Exchange regulated market (KWS.L).
The information contained within this announcement is inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain. The person responsible for arranging the release of this announcement on behalf of Keywords is Andrew Day, Chief Executive Officer of Keywords.
Regulated Information Classification: Inside information
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
THIS ANNOUNCEMENT INCLUDES STATEMENTS, ESTIMATES, OPINIONS AND PROJECTIONS WITH RESPECT TO ANTICIPATED FUTURE PERFORMANCE OF THE GROUP ("FORWARD-LOOKING STATEMENTS") WHICH REFLECT VARIOUS ASSUMPTIONS CONCERNING ANTICIPATED RESULTS TAKEN FROM THE GROUP'S CURRENT BUSINESS PLAN OR FROM PUBLIC SOURCES WHICH MAY OR MAY NOT PROVE TO BE CORRECT. THESE FORWARD LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD LOOKING TERMINOLOGY, INCLUDING THE TERMS "ANTICIPATES", "TARGET", "BELIEVES", "ESTIMATES", "EXPECTS", "INTENDS", "MAY", "PLANS", "PROJECTS", "SHOULD" OR "WILL", OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY OR BY DISCUSSIONS OF STRATEGY, PLANS, OBJECTIVES, GOALS, FUTURE EVENTS OR INTENTIONS. SUCH FORWARD-LOOKING STATEMENTS REFLECT CURRENT EXPECTATIONS BASED ON THE CURRENT BUSINESS PLAN AND VARIOUS OTHER ASSUMPTIONS AND INVOLVE SIGNIFICANT RISKS AND UNCERTAINTIES AND SHOULD NOT BE READ AS GUARANTEES OF FUTURE PERFORMANCE OR RESULTS AND WILL NOT NECESSARILY BE ACCURATE INDICATIONS OF WHETHER OR NOT SUCH RESULTS WILL BE ACHIEVED. AS A RESULT, PROSPECTIVE INVESTORS SHOULD NOT RELY ON SUCH FORWARD-LOOKING STATEMENTS DUE TO THE INHERENT UNCERTAINTY THEREIN. NO REPRESENTATION OR WARRANTY IS GIVEN AS TO THE COMPLETENESS OR ACCURACY OF THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS ANNOUNCEMENT. FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE OF SUCH STATEMENTS AND, EXCEPT AS REQUIRED BY THE FCA, THE LONDON STOCK EXCHANGE, THE AIM RULES OR APPLICABLE LAW, THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE PUBLICLY ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. NO STATEMENT IN THIS ANNOUNCEMENT IS INTENDED TO BE A PROFIT FORECAST AND NO STATEMENT IN THIS ANNOUNCEMENT 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.
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX (TOGETHER THE "ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL OR MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 2(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED, ("QUALIFIED INVESTORS") BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE"); (B) IN THE UNITED KINGDOM, TO QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; AND (C) PERSONS WHO HAVE OTHERWISE BEEN INVITED TO PARTICIPATE IN THE PLACING BY NUMIS OR BERENBERG (ALL SUCH PERSONS IN (A), (B) OR (C) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. 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. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. PERSONS RECEIVING THIS ANNOUNCEMENT (INCLUDING, WITHOUT LIMITATION, CUSTODIANS, NOMINEES AND TRUSTEES) MUST NOT DISTRIBUTE, MAIL OR SEND IT IN, INTO OR FROM THE UNITED STATES, OR USE THE UNITED STATES MAILS, DIRECTLY OR INDIRECTLY, IN CONNECTION WITH THE PLACING, AND BY DOING SO MAY INVALIDATE ANY RELATED PURPORTED APPLICATION FOR THE PLACING SHARES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT or any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, EXCEPT TO QIBS IN RELIANCE ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED IN RULE 144A OR ANOTHER EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES, WITHIN THE MEANING OF SECTION 4(a)(2) OF THE SECURITIES ACT, IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE PLACING SHARES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
In this Appendix, unless the context requires, "Placee" means a Relevant Person (including individuals, funds or others) who is invited to, and who chooses to, participate in the Placing and by whom or on whose behalf a commitment to subscribe for Placing Shares has been given.
No representation or warranty, express or implied, is made or given by or on behalf of the Company or Numis Securities Ltd ("Numis"), the Company's nominated adviser, or the London branch of Joh. Berenberg, Gossler & Co. KG ("Berenberg") or any of their respective affiliates (within the meaning of Rule 405 under the Securities Act ("Rule 405 Affiliates")) or any of such persons' directors, officers or employees or any other person as to the accuracy, completeness or fairness of the information or opinions contained in this Announcement and no liability whatsoever is accepted by the Company, Numis, Berenberg or any of such persons' Rule 405 Affiliates, directors, officers or employees or any other person for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise arising in connection therewith.
This Announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. In particular the Placing Shares referred to in this Announcement have not been and will not be registered under the Securities Act or any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States and will be offered or sold only (a) outside of the United States in accordance with Regulation S under the Securities Act and (b) in the United States, only to persons reasonably believed to be QIBs in reliance on Rule 144A or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.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; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, New Zealand, Canada, Japan or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, New Zealand, Canada, Japan or South Africa.
No prospectus or admission document will be made available in connection with the matters contained in this Announcement and no such prospectus or admission document is required (in accordance with the Prospectus Directive or the AIM Rules, respectively) to be published. All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply.
Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, custodians, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons into whose possession this Announcement comes are required by the Company, Berenberg and Numis to inform themselves about, and observe, any restrictions relating to the publication, release or distribution of this Announcement.
This Announcement does not constitute a recommendation concerning any investors' options with respect to the Placing. Investors and prospective investors should conduct their 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.
Placees will be deemed: (i) to have read and understood this Announcement, including this Appendix, in its entirety; and (ii) to be participating and making an offer for Placing Shares on the terms and conditions and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix.
This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by Numis and Berenberg.
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 plc.
1.1 Numis and Berenberg today entered into an agreement with the Company (the "Placing Agreement") under which, subject to certain conditions, Numis and Berenberg, as agents for and on behalf of the Company, have agreed to use their respective reasonable endeavours to procure placees ("Placees") for the Placing Shares at a price to be determined following completion of the Bookbuilding Process (as defined below) or, failing which, to acquire as principal the Placing Shares.
1.2 The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive dividends and other distributions declared or made after the date of issue of the Placing Shares. The issue of the Placing Shares is to be effected by way of a cashbox placing. The Company will allot and issue the Placing Shares on a non-pre-emptive basis to the Placees in consideration for Numis transferring its holdings of redeemable preference shares and ordinary subscriber shares in Project Beta Funding Limited to the Company. Accordingly, instead of receiving cash as consideration for the issue of Placing Shares, at the conclusion of the Placing, the Company will own all of the issued ordinary shares and redeemable preference shares of Project Beta Funding Limited, whose only asset will be its cash reserves, which will represent an amount approximately equal to the net proceeds of the Placing.
2.1 Application will be made to the London Stock Exchange for admission to trading of the Placing Shares on its AIM market ("Application").
2.2 It is expected that Admission will become effective at 8.00am on 27 October 2017 ("Admission") and that dealings in the Placing Shares will commence at that time.
3.1 Numis (either through itself or through any of its Affiliates or Rule 405 Affiliates) is acting as Nominated Adviser and broker to the Company for the purposes of the AIM Rules for Companies and the AIM Rules for Nominated Advisers and as joint bookrunner and as agent for the Company in connection with the Placing, Application and Admission. Numis is authorised and regulated in the United Kingdom by the FCA. Berenberg (either through itself or through any of its Affiliates or Rule 405 Affiliates) is acting as joint bookrunner and as agent for the Company in connection with the Placing. Berenberg is regulated by the Federal Financial Supervisory Authority in Germany and subject to limited supervision by the FCA in the United Kingdom. Each of Numis and Berenberg is acting exclusively for the Company and no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Numis and Berenberg or for providing advice in relation to the Placing or any other matter referred to in this Announcement.
3.2 Participation in the Placing is only available to persons who may lawfully be, and are invited to participate in it by Numis and/or Berenberg. Numis, Berenberg and their respective Affiliates are each entitled to participate in the Placing and the Bookbuilding Process as principals.
3.3 Commencing today, Numis and Berenberg will be conducting an accelerated bookbuilding process (the "Bookbuilding Process") to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. The Bookbuilding Process, if successful, will establish a single price per Placing Share (the "Placing Price") payable to Numis or Berenberg by all Placees whose bids are successful. The Placing Price and the number of Placing Shares to be issued will be agreed between Numis, Berenberg and the Company following completion of the Bookbuilding Process. Any discount to the market price of the Ordinary Shares will be determined in accordance with the AIM Rules. The Placing Price and the number of Placing Shares will be announced on the Regulatory Information Service following completion of the Bookbuilding Process (the "Placing Results Announcement").
3.4 Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
3.5 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 Agreement".
3.6 The Bookbuilding Process is expected to close no later than 3.00 p.m. today, but at the sole discretion of Numis, Berenberg and the Company, the timing of the closing of the books, pricing and allocations may be accelerated or delayed. Numis and Berenberg may, in agreement with the Company, accept bids that are received after the Bookbuilding Process has closed.
3.7 Any person who has been invited and wishes to participate in the Bookbuilding Process should communicate their bid by telephone to their usual sales contact at either Numis or Berenberg. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire at either the Placing Price which is ultimately established by the Company, Numis and Berenberg or at prices up to a price limit specified in its bid.
3.8 Each of Numis and Berenberg reserves the right not to accept bids or to accept bids in part rather than in whole, on the basis of allocations determined by Numis, Berenberg and the Company and may scale down any bids for this purpose on such basis as they may determine. The acceptance of the bids shall be at Numis and Berenberg's absolute discretion.
3.9 A bid in the Bookbuilding Process will be made on the terms and conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with the consent of Numis and Berenberg, will not be capable of variation or revocation after the time at which it is submitted.
3.10 Each prospective Placee's allocation of Placing Shares will be confirmed to prospective Placees orally by Numis, Berenberg or one of their respective Affiliates or Rule 405 Affiliates following the close of the Bookbuilding Process, and a contract note will be dispatched as soon as practicable thereafter as evidence of such Placee's allocation and commitment. The terms and conditions of this Appendix will be deemed incorporated into the contract note. That oral confirmation will constitute an irrevocable legally binding commitment upon that person (who at that point will become a Placee) in favour of the Company and Numis or Berenberg (as applicable) to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association and each Placee will be deemed to have read and understood this announcement in its entirety. An offer to acquire Placing Shares, which has been communicated by a prospective Placee to Numis or Berenberg (as applicable) which has not been withdrawn or revoked prior to publication of this Announcement shall not be capable of withdrawal or revocation immediately following the publication of this Announcement without the consent of Numis or Berenberg (as applicable).
3.11 No commissions will be paid to Placees or by the Placees in respect of any Placing Shares.
3.12 Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Numis or Berenberg, as applicable (as agents of the Company), to pay the relevant entity (or as it may direct) in cleared funds immediately on settlement an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for and the Company has agreed to allot and issue to that Placee. Each Placee's obligation will be owed to the Company and to Numis or Berenberg, as applicable.
3.13 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.
3.14 To the fullest extent permitted by law and applicable FCA rules, none of Numis, Berenberg or any of their respective Affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any person other than the Company in respect of the Placing and, in particular, none of Numis, Berenberg or any of their respective Affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of Numis' and Berenberg's conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as Numis, Berenberg and the Company may determine.
3.15 The Company shall, whilst any of the Placing Shares remain "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, during any period in which it is neither subject to Section 13 or 15(d) of the US Securities Exchange Act of 1934, as amended, nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, provide to any holder or beneficial owner of such restricted Placing Shares or to any prospective purchaser of such restricted Placing Shares designated by such holder or beneficial owner, upon the request of such holder, beneficial owner or prospective purchaser, the information required to be provided by Rule 144A(d)(4) under the Securities Act.
4.1 Numis' and Berenberg's obligations under the Placing Agreement in respect of the Placing Shares are conditional on, amongst other things:
(a) the compliance by the Company with all its obligations which are required to be performed or satisfied on or prior to Admission;
(b) the Acquisition Agreement (i) not having lapsed or been terminated and (ii) having become unconditional in all respects and having been completed in accordance with its terms and having had all closing deliverables delivered into escrow subject only to Admission and any condition relating to the Placing Agreement becoming unconditional and subject also to payment of the consideration due upon completion of the Acquisition Agreement;
(c) the Acquisition Announcement having been released through the Regulatory News Service by 11.30 a.m. (or such later time as Numis and Berenberg, acting together, may agree) on date of the Placing Agreement;
(d) the Placing Results Announcement having been released though the Regulatory News Services by 3.00 p.m. (or such later time as Numis and Berenberg, acting together, may agree) on the day of the Placing Agreement;
(e) the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement; and
(f) Admission occurring by 8:00am on 27 October 2017 (or such later time and date as Numis and Berenberg (acting together) may agree in unity with the Company, not being later than 8:00am on 10 November 2017).
4.2 If (i) any condition contained in the Placing Agreement in relation to the Placing Shares is not fulfilled or waived by Numis and Berenberg (acting together), by the respective time or date where specified (or such later time or date as Numis and Berenberg may agree in writing with the Company), (ii) any such condition becomes incapable of being fulfilled or (iii) the Placing Agreement is terminated in accordance with its terms, the Placing will not proceed and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.
4.3 Numis and Berenberg may, acting together and in their sole discretion and upon such terms as they think fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement, save that conditions 4.1(e) and 4.1(f) above relating to Admission may not be waived. Any such extension or waiver will not affect the Placees' commitments as set out in this Announcement.
4.4 None of Numis, Berenberg or the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Numis and Berenberg (acting together).
5.1 Numis and Berenberg (acting together) are entitled, at any time prior to Admission, to terminate the Placing Agreement in respect of the Placing Shares in accordance with the terms of the Placing Agreement by giving written notice to the Company in certain circumstances, including but not limited to:
(a) the occurrence of a force majeure event which, in Numis' and Berenberg's sole judgement (acting together), would be likely to prejudice the success of the Placing or make it impractical to proceed with the Placing;
(b) there has been, in the sole judgement of Numis and Berenberg (acting together), a breach of any of the warranties or would be a breach, if they were repeated at any time before Admission (by reference to the facts and circumstances then existing), be untrue, inaccurate or misleading in any respect;
(c) any statement contained in any of the Placing Documents is or has become, untrue, inaccurate, incomplete in any material respect or misleading or any matter has arisen which would, if the Placing was made at that time, constitute a material omission from the Placing Documents, or any of them;
(d) in the sole judgement of Numis and Berenberg (acting together), there has been a breach by the Company any of its obligations under the Placing Agreement or any applicable law or regulation in respect of the Placing;
(e) in the sole judgement of Numis and Berenberg (acting together), there has occurred an adverse change to the business of the Company's group which is material in the context of the Placing; or
(f) a breach of any provision of the Acquisition Agreement by any party thereto which Numis and Berenberg consider (acting together) to be material.
5.2 By participating in the Placing, Placees agree that the exercise by Numis and Berenberg of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Numis and Berenberg (acting together) that they need not make any reference to Placees and that neither they nor the Company (nor any of their respective directors, officers or employees) shall have any liability to Placees whatsoever in connection with any such exercise.
6.1 No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange or any other person 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 (including this Appendix) and the Exchange Information (as defined below).
6.2 Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company, Numis or Berenberg or any other person and none of Numis, Berenberg or the Company or any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. 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. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
7.1 Settlement of transactions in the Placing Shares (ISIN: GB00BBQ38507) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions. Numis or Berenberg reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees in certificated form if, in their opinion, delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.
7.2 Following the close of the Bookbuilding Process, each Placee allocated Placing Shares in the Placing will be sent a contract note in accordance with the standing arrangements in place with Numis or Berenberg (as applicable), stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Numis or Berenberg (as applicable) and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with Numis or Berenberg (as applicable).
7.3 The Company will (via its registrar) deliver the Placing Shares to a CREST account operated by Numis or Berenberg (as applicable) as agent for the Company and Numis or Berenberg (as applicable) will enter its delivery (DEL) instruction into the CREST system. Numis or Berenberg (as applicable) will hold any Placing Shares delivered to this account as nominee for the Placees. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.
7.4 It is expected that settlement will take place on 27 October 2017 on a T+3 basis in accordance with the instructions set out in the contract note.
7.5 Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the base rate of Barclays Bank plc from time to time.
7.6 Each Placee agrees that, if it does not comply with these obligations, Numis or Berenberg (as applicable) may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Numis' or Berenberg's account and benefit (as applicable), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.
7.7 If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note is copied and delivered immediately to the relevant person within that organisation.
7.8 Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax.
7.9 Placees will not be entitled to receive any fee or commission in connection with the Placing.
8.1 By submitting a bid and/or participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, undertakes, represents, warrants and agrees (as the case may be) that:
(a) it has read and understood this Announcement (including the Appendix) and the Acquisition Announcement in their entirety and its subscription for the Placing Shares is subject to and based on the terms and conditions of the Placing as referred to and included in this Announcement and undertakes not to redistribute or duplicate this Announcement;
(b) no offering document, admission document or prospectus has been prepared in connection with the Placing and that it has not received and will not receive a prospectus, admission document or other offering document in connection with the Placing;
(c) the Ordinary Shares are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules and the other applicable rules and practices of the London Stock Exchange and/or the FCA (collectively "Exchange Information"), which includes the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information or comparable information concerning any other publicly traded company without undue difficulty;
(d) (i) it has made its own assessment of the Company, the Placing Shares and the terms and conditions of the Placing and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and has satisfied itself that the information is still current; (ii) none of Numis, Berenberg, the Company, any of their respective Affiliates or any person acting on behalf of any of them has provided, or will provide it, with any material regarding the Placing Shares in addition to this Announcement, other than, if it is in the United States, an investor letter in the form provided to it (a "US Investor Letter"); and (iii) it has not requested Numis, Berenberg, the Company or any of their respective Affiliates or any person acting on behalf of any of them to provide it with any such information;
(e) the content of this Announcement is exclusively the responsibility of the Company and that none of Numis, Berenberg, their respective Affiliates or any person acting on their behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously or concurrently published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or elsewhere;
(f) the only information on which it has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement, any Exchange Information and, if it is in the United States, a US Investor Letter and that it has not received or relied on any information given or any representations, warranties or statements, express or implied, made by Numis, Berenberg or the Company or any of their respective Affiliates or any person acting on behalf of any of them and none of Numis, Berenberg, the Company, any of their respective Affiliates or any person acting on behalf of any of them will be liable for its decision to accept an invitation to participate in the Placing based on any information, representation, warranty or statement other than that contained in this Announcement, any Exchange Information and, if it is in the United States, a US Investor Letter;
(g) it has neither received nor relied on any "inside information" as defined in the EU Market Abuse Regulation 596/2014 concerning the Company in accepting this invitation to participate in the Placing and is not purchasing Placing Shares on the basis of any "inside information";
(h) it has the funds available to pay for the Placing Shares it has agreed to subscribe for and acknowledges, agrees and undertakes that it will pay the total subscription amount in accordance with the terms of this Announcement on 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 Numis or Berenberg (as applicable) determines;
(i) it: (i) is entitled to subscribe for the Placing Shares under the laws of all relevant jurisdictions; (ii) has fully observed such laws; (iii) has the requisite capacity and authority and is entitled to enter into and to perform its obligations as a subscriber for Placing Shares and will honour such obligations; and (iv) has obtained all necessary consents and authorities (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) 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 subscription for Placing Shares;
(j) it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed will not be, a resident of, or with an address in, Australia, New Zealand, Canada, Japan or South Africa, 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, New Zealand, Canada, Japan or South Africa and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;
(k) (i)(a)(1) it is, and any person who it is acting on behalf of is, and at the time the undertaking to acquire the Placing Shares is given it and any such person will continue to be, outside of the United States or (2) it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for a non-U.S. person (as that term is defined in Regulation S under the Securities Act), other than an estate or trust, and (b) it is acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S under the Securities Act or (ii)(a) it is, and any person who it is acting on behalf of is, and at the time the undertaking to acquire the Placing Shares is given it and any such person will continue to be, a QIB in the United States and (b) it has duly executed a US Investor Letter and delivered the same to the Company, Numis and Berenberg;
(l) (i) no public offering of Placing Shares, within the meaning of Section 4(a)(2) of the Securities Act, is being made in the United States, (ii) the Placing Shares have not been and will not be registered under the Securities Act or any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, and (iii) it will not offer, sell, deliver or otherwise transfer, directly or indirectly, any Placing Shares other than pursuant to an effective registration under the Securities Act or in a transaction exempt from, or not subject to, the registration requirements thereunder and in compliance with any applicable securities laws of any state or other jurisdiction of the United States;
(m) sellers of the Placing Shares may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A;
(n) if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that the Placing Shares purchased 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 European Economic Area which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the prior consent of Numis and Berenberg has been given to the offer or resale;
(o) if in a Member State of the European Economic Area, unless otherwise specifically agreed with Numis and Berenberg in writing, represents and warrants that it is a Qualified Investor within the meaning of the Prospectus Directive;
(p) if in the United Kingdom, represents and warrants that it is a person (i) who has professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) falling within Article 49(2)(A) to (D) (High Net Worth Companies, Unincorporated Associations, etc.) of the Order; or (iii) to whom this Announcement may otherwise be lawfully communicated;
(q) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by Numis or Berenberg in their capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;
(r) it is aware of and acknowledges that it has complied with and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;
(s) it will not make any offer to the public of the Placing Shares and has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or elsewhere in the European Economic Area prior to Admission 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 in and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA or an offer to the public in any other member state of the European Economic Area within the meaning of the Prospectus Directive (which includes any relevant implementing measure in any Member State of the European Economic Area);
(t) it has not been engaged to subscribe for the Placing Shares on behalf of any other person who is not a Qualified Investor unless the terms on which it is engaged enable it to make decisions concerning the acceptance of offers of transferable securities on the client's behalf without reference to the client as described in section 86(2) of FSMA;
(u) if in the United Kingdom, it is aware of and acknowledges that it is required to comply, and does and will comply, with its obligations under the Criminal Justice Act 1993 and the EU Market Abuse Regulation 596/2014 and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 (the "Regulations") and the Money Laundering Sourcebook of the FCA 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;
(v) it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, with all applicable provisions of FSMA, the EU Market Abuse Regulation 596/2014 and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;
(w) the allocation, allotment, issue and delivery to it, or the person specified by it for registration as a holder of Placing Shares, will not give rise to a stamp duty or stamp duty reserve tax liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that no instrument under which it subscribes for Placing Shares (whether as principal, agent or nominee) would be subject to stamp duty or the increased rates referred to in those sections and that it, or the person specified by it for registration as a holder of Placing Shares, 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;
(x) it, or the person specified by it for registration as a holder of the Placing Shares, will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto), if any, payable on acquisition of any of the Placing Shares or the agreement to subscribe for the Placing Shares and acknowledges and agrees that none of Numis, Berenberg the Company, any of their respective Affiliates or any person acting on behalf of them will 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 participate in the Placing, and agrees to indemnify the Company, Berenberg and Numis on an after‑tax basis in respect of the same, on the basis that the Placing Shares will be allotted to the CREST stock account of Numis or Berenberg (as applicable) who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
(y) none of Numis, Berenberg or any of their respective Affiliates or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this Announcement or for any information previously published by or on behalf of the Company or any other written or oral information made available to or publicly available or filed information or any representation, warranty or undertaking relating to the Company, and will not be liable for its decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement or elsewhere, provided that nothing in this paragraph shall exclude any liability of any person for fraud;
(z) none of Numis, Berenberg or any of their respective Affiliates or any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that its participation in the Placing is on the basis that it is not and will not be a client of Numis or Berenberg and that Numis and Berenberg have no duties or responsibilities to it for providing the protections afforded to its clients or customers under the rules of the FCA, for providing advice in relation to the Placing, in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or 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;
(aa) in order to ensure compliance with the Money Laundering Regulations 2007, Numis and Berenberg (for themselves and as agents on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Numis, Berenberg or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Numis' and Berenberg's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form, may be retained at Numis' or Berenberg'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 Numis or Berenberg (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Numis or Berenberg 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;
(bb) Numis and Berenberg may, and their Affiliates acting as an investor for its or their own account(s) may, 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 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, Numis, Berenberg and/or any of their respective Affiliates acting as an investor for its or their own account(s). None of Numis, Berenberg or 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;
(cc) these terms and conditions and any agreements entered into by it pursuant to these terms and conditions, and all non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company, Berenberg or Numis 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;
(dd) the Company, Berenberg and Numis and their respective Affiliates and Rule 405 Affiliates and others will rely upon the truth and accuracy of the foregoing agreements, acknowledgements, representations, warranties and undertakings which are given to Numis and Berenberg, on their own behalf and on behalf of the Company, and are irrevocable;
(ee) it irrevocably appoints any duly authorised officer of Numis and/or Berenberg as 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 for which it agrees to subscribe or purchase upon the terms of this Announcement;
(ff) it will indemnify on an after tax basis and hold the Company, Numis, Berenberg and their respective Affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, undertakings, agreements and acknowledgements in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
(gg) (i) it has knowledge and experience in financial, business and international investment matters and is required to evaluate the merits and risks of subscribing for the Placing Shares; (ii) 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; and (iii) it has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved and has satisfied itself concerning the relevant tax, legal, currency and other economic consideration relevant to its subscription for Placing Shares;
(hh) none of the Company, Numis or Berenberg are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations; and
(ii) its commitment to subscribe for Placing Shares on the terms set out herein and in the contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing.
8.2 The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to the Company, and to Numis and Berenberg for themselves and on behalf of the Company and are irrevocable.
8.3 The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, UK stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Numis nor Berenberg will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Numis and Berenberg in the event that any of the Company and/or Numis and/or Berenberg have incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Numis and Berenberg accordingly.
8.4 In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.
8.5 Each Placee, and any person acting on behalf of the Placee, acknowledges and agrees that neither Numis nor Berenberg owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
8.6 When a Placee or person acting on behalf of the Placee is dealing with Numis or Berenberg, any money held in an account with Numis or Berenberg (as applicable) 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 rules and regulations of the FCA made under FSMA. The Placee acknowledges and agrees 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 Numis' or Berenberg's money (as applicable) in accordance with the client money rules and will be used by Numis or Berenberg in the course of its own business; and the Placee will rank only as a general creditor of Numis or Berenberg (as applicable).
8.7 Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
8.8 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.
8.9 All times and dates in this Announcement may be subject to amendment. Numis and Berenberg shall notify the Placees and any person acting on behalf of a Placee of any changes.
The following definitions apply throughout this Announcement unless the context otherwise requires:
"Acquisition" - the acquisition by Keywords International Limited of the entire issued share capital of VMC Consulting Corporation, Volt Canada Inc. and VMC Volt Information Sciences BC, Inc. (a wholly-owned subsidiary of Volt Canada Inc.) on the terms of the Acquisition Agreement;
"Acquisition Agreement" - the stock purchase agreement dated 24 October 2017 between (1) Keywords International Limited (2) the Company (3) Volt Information Sciences, Inc. and (4) Nuco I, Ltd in relation to the Acquisition;
"Acquisition Announcement" - the announcement of the entry by the Company into the Acquisition Agreement made on 24 October 2017;
"Admission" - admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules;
"Affiliate" - in respect of any person, (i) any of their respective directors, officers, employees or consultants, or (ii) any person connected with that person, as defined in FSMA;
"AIM " - the market of that name operated by the London Stock Exchange;
"AIM Rules" - the AIM Rules for Companies published by the London Stock Exchange as they may be amended and replaced from time to time;
"Announcement" - this announcement (including the Appendix to this announcement);
"Bookbuilding Process" - the accelerated bookbuilding process launched immediately following this Announcement to conduct the Placing;
"Berenberg" - the London branch of Joh. Berenberg, Gossler & Co. KG;
"Company" - Keywords Studios plc;
"CREST" - the relevant system (as defined in the Uncertificated Securities Regulations 2001) for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear UK & Ireland Limited;
"FCA" - the Financial Conduct Authority;
"FSMA" - the Financial Services and Markets Act of 2000 (as amended);
"Group" - the Company and its subsidiary undertakings prior to completion of the Acquisition;
"London Stock Exchange" - London Stock Exchange plc;
"Numis" - Numis Securities Limited;
"Ordinary Shares" - ordinary shares of 1 pence each in the capital of the Company;
"Placing" - the conditional placing of the Placing Shares at the Placing Price by Numis and Berenberg as agents for and on behalf of the Company pursuant to the terms of the Placing Agreement;
"Placing Agreement" - the agreement dated 24 October 2017 between the Company, Berenberg and Numis relating to the Placing;
"Placing Documents" - the Acquisition Announcement, the Placing Announcement, the Placing Results Announcement and the terms and conditions set out in this Appendix;
"Placing Price" - the price per Placing Share agreed by Numis, Berenberg and the Company following the Bookbuilding Process;
"Placing Results Announcement" - the press announcement for release outside the United States containing details of the results of the Placing, including the Placing Price and the number of Placing Shares;
"Placing Shares" - up to 5,700,000 new Ordinary Shares to be issued in connection with the Placing (or such other number as is agreed between the Company, Numis and Berenberg);
"Prospectus Directive" - the Directive of the European Parliament and of the Council of the European Union 2003/71/EC, as amended;
"QIB" - a qualified institutional buyer, as defined in Rule 144A;
"Rule 144A" means Rule 144A under the Securities Act;
"Securities Act" - the United States Securities Act of 1933, as amended;
"United Kingdom" or "UK" - the United Kingdom of Great Britain and Northern Ireland; and
"United States" or "US" - United States of America, its territories and possessions, any State of the United States, and the District of Columbia.