Acquisition of Syntec Holdings Limited and Launch of ABB

15 Dec 2021

Eckoh plc

(“Eckoh”, or the “Company”, or the “Group”)

Acquisition of Syntec Holdings Limited and Launch of ABB

Proposed Acquisition of Syntec for a total consideration of £31.0m
Proposed Placing to raise up to approximately £13.7m via accelerated bookbuild (ABB)
Supports Eckoh’s strategy to be the market leader in Customer Engagement Payment Security

Eckoh, the global provider of secure payment products and customer contact solutions, announces it has today entered into an agreement to acquire the entire issued share capital of Syntec Holdings Limited (“Syntec”), a provider of Secure Payments solutions, for a total consideration of £31.0m through a combination of cash and new Eckoh shares (the “Acquisition”).

The cash consideration payable under the Acquisition is £24.7m (“Cash Consideration”) with the balance of £6.3m payable in new Eckoh shares (“Consideration Shares”). £8.0m of the Cash Consideration is from Eckoh’s existing cash resources with the balance to be funded by a placing and a new debt facility (further details of which can be found below).

To partially fund the Cash Consideration, the Company today announces a proposed non pre-emptive placing of up to 25,377,600 new Ordinary Shares (the “Placing Shares”) at a price of 54 pence per Placing Share (the “Placing Price”) to raise up to approximately £13.7m before expenses (the “Placing”), fully utilising existing authorities to allot shares on a non-pre-emptive basis. The Placing Shares represent up to approximately 9.96 per cent. of the Company’s ordinary shares in issue carrying voting rights.

Highlights of the Proposed Acquisition

Consolidates market leading position in Customer Engagement Data and Payment Security - enhances Eckoh’s position as the largest provider of Contact Centre Secure Payment products in the key US market allowing the Group to capitalise on structural trends in a key growth market
Complementary Operations - proven, successful and profitable UK business with strong recurring revenues, product offering and enterprise client relationships. Fast growing activity and revenues in the US, for both on site and cloud deployment. A number of clients operating in multiple territories through cloud delivery
Attractive technology and IP - complementary services to existing product suite protected by 11 international patents
Synergistic cost and revenue benefits - opportunity to rationalise cloud platforms, combine central functions and leverage combined tech as well as cross-sell Eckoh portfolio and gain access to larger target market and aggregate Telco volumes
Attractive, earnings accretive acquisition – earnings-enhancing in first full year of ownership before synergies. Significantly earnings enhancing in first full year post-synergies

Information on Syntec

Syntec is an Ofcom-regulated UK network operator, based in the UK, with an extensive patent portfolio in the UK, US, EU and Australia. Syntec is a provider of secure payment solutions (under the brand CardEasy) with additional telecom and contact centre services provided predominantly in the UK. As at 11 November 2021, Syntec has 31 employees, 29 of whom are based in the UK and 2 in the US, and serves over 100 clients, with 85% of its revenue coming from clients with payment solutions. Syntec has clients in the US, UK and in broader markets across Europe. Notable clients include Wayfair, Miele, Staples, AIB and Hiscox with approximately 70% of new customers US based.

The Board believes that the acquisition of Syntec is highly complementary to Eckoh’s strategy of having a market leading position in Customer Engagement Data and Payment Security in a global market.

Further information on the financial performance and position of Syntec can be found in the Further Information section.

Launch of the Placing
The Placing is being conducted by means of an accelerated bookbuild process (“ABB”), which will be launched immediately following the publication of this Announcement.
Singer Capital Markets Securities Limited (“Singer Capital Markets”) and Canaccord Genuity Limited (“Canaccord Genuity”) are acting as the Company’s joint bookrunners (together the “Joint Bookrunners”) in connection with the Placing.

The Placing Price of 54 pence represents a discount of 12.2 per cent. to Eckoh’s closing mid-price on 14 December 2021 of 61.5 pence and a premium of 6.4 per cent. to Eckoh’s 60 Day VWAP to 14 December 2021 (being the last practicable day prior to the publication of this Announcement).

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.

The Placing is subject to the terms and conditions set out in the Appendix (which forms part of this Announcement). The Placing is conditional on the Acquisition having become unconditional in all respects (save for any conditions relating to the Placing having become unconditional in all respects).

Rationale for the Placing and Use of Proceeds

The net proceeds of the Placing will be used to part-fund the Cash Consideration portion of the Acquisition together with associated transaction costs.

Expected Timetable of Principal Events

2021

Date of this Announcement - 15 December
Announcement of the results of the Bookbuild -15 December
Admission and commencement of dealings in the Placing Shares on AIM - 8.00 a.m. on 22 December
Completion of the Acquisition - 22 December

For more information, please contact:

Eckoh PLC
Nik Philpot, Chief Executive Officer
Chrissie Herbert, Chief Financial Officer
Tel: +44 (0) 1442 458 300
www.eckoh.com

FTI Consulting LLP
Ed Bridges / Jamie Ricketts / Tom Blundell
Tel: +44 (0) 203 727 1017
eckoh@fticonsulting.com

Singer Capital Markets (Nomad & Joint Broker)
Shaun Dobson / Tom Salvesen / Alex Bond / Kailey Aliyar
Tel: +44 (0) 20 7496 3000
www.singercm.com

Canaccord Genuity Limited (Joint Broker)
Simon Bridges, Andrew Potts
Tel: +44(0) 20 7523 8000
www.canaccordgenuity.com

FURTHER INFORMATION

Excellent fit with Eckoh’s clear growth strategy

Eckoh’s primary goal is to become the global leader in its areas of expertise, and in particular, Customer Engagement data and payment security.

The Directors believe the Acquisition is highly complementary to Eckoh’s strategic objectives:

Being the market leader for Customer Engagement data and payment security;
Capitalising on the structural developments in the global market for technology solutions that help protect customer data;
Maximising client value and retention through cross-selling to generate higher levels of recurring income;
Making cloud our primary platform and use cloud technologies to develop and enhance our proprietary solutions; and
Evaluating acquisition opportunities that can support our growth strategy in Customer Engagement data and payment security.

Consolidates Eckoh’s market leading position in Customer Engagement data and payment security

The acquisition of Syntec reinforces Eckoh’s market leading position in Customer Engagement data and payment security and Syntec is one of Eckoh’s largest three competitors in the market.

The Directors believe the Acquisition will enable Eckoh to further capitalise on the structural trends that are shaping a significant growth market in Customer Engagement security. The combined capabilities and complementary operations of the two companies will ensure Eckoh is strongly positioned to provide multiple solutions to clients that are facing challenges including evolving regulatory pressures, the growing risk of data breaches and fraud, and the widespread migration to a greater level of remote working following the impact of the COVID-19 pandemic.

Complementary operations to Eckoh

Syntec has a proven, successful UK business, with strong contracted revenues, an innovative product offering and a broad and growing network of client relationships. Eckoh’s recent performance in the UK has been resilient as the market has continued to recover from the pandemic and the company has seen continued improvement in transactional volumes, reaching pre-pandemic levels in September this year. The Directors believe Syntec’s product capabilities and client network will enable Eckoh to accelerate this momentum and bolster its new business pipeline as the UK market continues to normalise.

In the US, Syntec has seen fast growing levels of activity and accelerating revenues for both on site and cloud deployment products. Syntec has achieved considerable new business success in the US with a limited headcount in-market in comparison to Eckoh’s significant US team of 44 people. Syntec has shown proven capability in winning new business through remote selling and the Directors believe the Acquisition will enable Eckoh to combine this remote model with its sales strategy in-market to create a strengthened pipeline of new business opportunities that utilises both approaches.

Syntec has a number of clients operating in multiple territories through cloud delivery. The company generates significantly more revenue from markets in the ‘rest of the world’ than Eckoh generates currently outside of its core US and UK markets. The Directors believe the Acquisition will enable Eckoh to build presence in these other territories and utilise Syntec’s existing network to build a new business pipeline outside of the US and UK.

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Attractive IP

Syntec has an extensive and attractive portfolio of 11 patents that will bring additional, valuable IP to Eckoh’s current product set. Eckoh recently strengthened its own patent portfolio with two further patents for Reverse Contact Centre Authentication, taking the total number of international patents that support Eckoh’s IP to 17. The Directors believe Syntec’s portfolio is complementary to Eckoh’s existing patents and will further expand the capabilities of its product set.

Patent protection is increasingly important given current dynamics in the competitive market landscape. The Acquisition further strengthens Eckoh’s IP with new, protected products that have the potential to provide significant up-sell and cross-sell opportunities for the company.

Provides cross-selling opportunities across established customer bases

The Acquisition will give Eckoh additional breadth in how it can sell, deliver, and deploy its product solutions. Syntec brings additional technology to Eckoh’s current business that will build on the company’s current product offering without incurring significant overhead costs.

The Directors believe that Syntec and Eckoh’s products are inherently complementary in the capabilities they offer users. Demand for Eckoh’s security products is primarily driven by technological need, regulatory pressures, and PCI DSS compliance. Syntec wins new business on the basis of overall customer and contact centre experience, driven by factors including call handling times and customer satisfaction levels. The Acquisition will enable Eckoh to meet the different needs and requirements of these customer sets, providing significant opportunities for cross-selling and up-selling different products and offerings.

Integration

The Company has formulated an integration plan for Syntec into the Group to ensure the benefits of the Acquisition are realised swiftly. Management will initially identify, agree and implement central function cost savings, assess office requirements and start to evaluate the combined product offering to determine what rationalisation or adaptation is required.

In the short to medium term, management will evaluate Syntec’s technical infrastructure and establish a plan to amalgamate the Group’s global cloud platforms, initiate cross-selling initiatives and leverage combined technology solutions.

In the medium term, the Company aims to manage the transition of Syntec and CardEasy brands, keeping the latter separate from the Company’s brand initially.

Favourable industry trends

The Company’s target market both in the UK and US is any sizeable enterprise or organisation that either transacts or engages with its customers at scale and at volume. This activity will usually be supported either by an in-house or outsourced contact centre provider. The greater the volume of payment transactions or customer engagement activity that the organisation has, the more attractive they are to Eckoh, and the larger the contact centre operation supporting the organisation is likely to be.

Eckoh targets organisations that utilise contact centres with more than 50 agent seats, and this represents over 2,510 in the UK and 12,050 in the US. With so little of the large target market in which the Company operates currently addressed, patented technology and with, the Directors believe, limited competition to our offering, this represents a huge opportunity for Eckoh in the coming years.

With regulation tightening and the financial impact of data breaches and fraud growing, the Directors believe that organisations are increasingly looking for ways to move beyond the requirement of merely being compliant in favour of securing themselves more comprehensively, leading to broadening information security budgets and remits. Moreover, the current crisis and the consequent reliance on more contact centre agents working remotely are only likely to accentuate these security requirements. We see the trend of remote working becoming a permanent feature, and this can only benefit Eckoh as our payments proposition enables companies to effectively further reduce or remove the risk of data breaches arising from one of the most challenging parts of their businesses.

Substantial Transaction

The Acquisition represents a Substantial Transaction pursuant to AIM Rule 12.

Financial Information on Syntec

Syntec’s most recent audited accounts reflect trading results for the 15 months to 30 June 2020 and the 6 months to 31 December 2020:

£’000	6 months to 31 December 2020	15 months to 30 June 2020
Revenue	3,614	6,252
Gross Profit	2,529	4,128
Margin (%)	70%	66.0%
Reported Operating Profit	1,001	393
Margin (%)	27.7%	6.3%

Annualised recurring revenue in Syntec’s Secure Payments division had grown at a compounded annual growth rate of 39% over six years to £3.5m as at 31 December 2020.

Unaudited management accounts for the twelve months to 30 June 2021 indicate that Syntec earned 51% of its revenues in the UK, 36% in the USA and the remainder throughout the rest of the world. Pre IFRS 15 revenues totalled approximately £6.8m, compared to £5.2m for the twelve months ended 30 June 2020, with recurring revenues in the Secure Payments division comprising 76 per cent. of total revenues. From a divisional perspective, 49% of revenues were earned from its Secure Payments Solution only, 36% from a combined solution and 15% from customer contact only.

On a post IFRS 15 basis, unaudited revenues increased from £4.6m to £5.8m for the twelve months ended 30 June 2021, with recurring revenues in the Secure Payments division comprising 83 per cent of revenues (12 months ended 30 June 2020: 90%)

The net assets of Syntec upon acquisition amount to approximately £1.4m. The business will be acquired inclusive of net cash of approximately £2.0m (expected to reduce to £1.5m after requisite working capital adjustments following completion).

New Debt Facility

In conjunction with the Acquisition, Eckoh has secured a new £10m debt facility with Barclays, which comprises a £5m overdraft and a £5m revolving credit facility (“Debt Facility”). The overdraft facility is dated 17 November 2021 and the revolving credit facility is dated 14 December 2021.

Financial effects of the Acquisition

The Company expects the Acquisition to be earnings enhancing in the first full year of ownership and significantly earnings enhancing in first full year of ownership post synergies. This statement is not meant or intended to be a profit forecast and should not be interpreted to mean that the earnings per share of Eckoh following completion of the Acquisition will necessarily be above or below the historical published earnings per share.

Current Trading

There has been no change to Eckoh’s current trading or outlook since the update provided in the Company’s interim results, published on 2 December 2021.

The Company’s net cash position as at 30 November 2021 stood at £11.0m.

Terms of the Acquisition

On 15 December 2021, the Company entered into conditional agreements to acquire the Syntec Group, through its acquisition of the entire issued share capital of Syntec from the Sellers for total consideration of £31.0m.

The cash consideration payable pursuant to the Acquisition is £24.7m with the balance of £6.3m payable in new Eckoh Consideration Shares. £8m of the Cash Consideration is to be funded from Eckoh’s existing cash resources, with the balance to be funded from the Debt Facility and the proceeds of the Placing.

For the purpose of implementing the Acquisition, the Company entered into a share purchase agreement (the “Majority SPA”) with the majority shareholders of Syntec (the “Majority Sellers”) and a series of minority seller share purchase agreements (the “Minority SPAs”) with the minority shareholders of Syntec (the “Minority Sellers”).

Pursuant to the terms of the Majority SPA, certain of the Majority Sellers (the “Warrantors”) have agreed to give customary warranties and a tax covenant. The liability of the Warrantors pursuant to the general warranties and the tax covenant is capped at £1 and therefore the Company has purchased an appropriate warranty and indemnity insurance policy to act as the Company’s recourse in the event of a claim arising pursuant to the general warranties and tax covenant.

As a result of the Acquisition, the Syntec Group will need to undertake certain migration actions to align the Syntec’ Group’s operations with, and adopt procedures more consistent with, those of the Company. As security for potential liabilities associated with this migration, the Warrantors have agreed that £5m of the Cash Consideration will be retained in an escrow account (jointly held by the Company and one of the Warrantors) (the “Escrow Account”) pending completion of these migration actions. It is anticipated that £4m of this retention will be released within a short period of time, once a certain milestone of the migration has been reached, with the remaining £1m to be released sometime during the two years following completion of the Acquisition (“Completion”).

In addition, the Majority SPA contains a limited number of specific indemnities which are not covered by the warranty and indemnity policy and therefore the Warrantors have agreed that, in addition to the retention referred to above, the Company will retain a further £2.1m of the Cash Consideration in the Escrow Account for up to two years following Completion. During this two-year period, amounts will be released from the Escrow Account to the Warrantors and/or the Company depending on claims or liability arising pursuant to these indemnities.

The Majority SPA also includes other terms customary for a transaction of this nature, including a restrictive covenant. The terms of the lock-in arrangements described below are also set out in the Majority SPA.

Pursuant to the terms of the Minority SPA, the Minority Sellers have agreed to give certain standard warranties as to title and capacity, as well as a customary restrictive covenant. The Minority Sellers have also agreed, for a period of six months, to only dispose of their interests in the Consideration Shares through the Company’s brokers so as to maintain an orderly market in the Company’s shares.

The current board of directors of Syntec will step down at Completion and it is intended that the current operating management team of Syntec will continue in the Syntec Group’s business under the leadership of the Board.

Completion is conditional on the satisfactory completion of the Placing prior to the longstop date of 24 January 2022.

Lock-in Arrangements

The Sellers will receive in aggregate 10,825,040 Consideration Shares (representing a price of 58.2 pence per Consideration Share) as part of the consideration payable in respect of the Acquisition. These Consideration Shares will be subject to certain lock-in arrangements which are set out below.

Colin Westlake (Chief Executive and Syntec co-founder), Danny Creswell (Chief Sales and Marketing Officer) and James Campbell (Chief Operations Director and Syntec co-founder), who on completion of the Acquisition will, together with their affiliates, hold, in aggregate, 7,745,600 Consideration Shares, will each be subject to a 12-month lock-in from the date of Admission. Following the end of this lock-in period, each of them will be subject to a 12-month orderly market arrangement which will restrict each of them to disposing of a maximum of 25% of Consideration Shares held by them in any three-month period.

The other Sellers, who on Completion will hold, in aggregate, 3,079,440 Consideration Shares, will each be subject to a 6-month orderly market arrangement from the date of Admission.

All of the lock-in and orderly market arrangements will be subject to customary exclusions.

Colin Westlake and Danny Cresswell have each also agreed to remain with the enlarged business, as employees, for a minimum period of 2 years. James Campbell has agreed to remain with the enlarged business to implement the migration and Jonathan Graham (Chief Compliance Officer), John Butler (Chief Finance Officer) and Simon Beeching (Non-Executive Chairman) will each leave the enlarged business after a short handover period. All other employees will continue to be employed by the Group following the Acquisition.

Details of the Placing

The Placing is subject to the terms and conditions set out in the Appendix.

The Joint Bookrunners will commence the Bookbuild immediately following the publication of this Announcement. The book will open with immediate effect following the publication of this Announcement. The timing of the closing of the Bookbuild, pricing and allocations are at the absolute discretion of the Joint Bookrunners and the Company. Details of number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild. The Placing is not being underwritten.

The Placing is not conditional upon the approval of the Company’s shareholders. The Company acknowledges that it is seeking to issue new Ordinary Shares representing in aggregate up to approximately 9.96 per cent. of its existing issued ordinary share capital on a non pre-emptive basis and has therefore consulted, where possible, with the Company’s major institutional shareholders ahead of this Announcement. The fundraise structure has been chosen as it minimises cost, time to completion and use of management time. The consultation has confirmed the Board’s view that the Placing is in the best interests of Shareholders, as well as wider stakeholders, of Eckoh plc.

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

Admission, settlement and CREST

In the event the Bookbuild completes, Application will be made for the Placing Shares and Consideration Shares to be admitted to trading on AIM. The Placing is conditional upon, inter alia, Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms. The Company will provide a further update to the market in due course.

The Appendix sets out further information relating to the Bookbuild and the terms and conditions of the Placing. Persons who have chosen to participate in the Placing, by making an oral, electronic or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the “Important Notices” section of this Announcement.

IMPORTANT NOTICES

Neither this Announcement, nor any copy of it, nor the information contained in it, is for publication, release, transmission, distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which publication, release or distribution would be unlawful (or to any persons in any of those jurisdictions). This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, Japan or the Republic of South Africa or any other state or jurisdiction (or to any persons in any of those jurisdictions). This Announcement has not been approved by the London Stock Exchange. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

The Placing Shares have not been, and will not be, registered under the US Securities Act or with any securities regulatory authority or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. No public offering of securities is being made in the United States. The Placing Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan or the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan or the Republic of South Africa.

No public offering of the Placing Shares is being made in the United States, United Kingdom or elsewhere. All offers of the Placing Shares will be made pursuant to an exemption from the requirement to produce a prospectus under the Prospectus Regulation or the UK Prospectus Regulation.
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 United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

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 or UK Prospectus Regulation) to be published. Members of the public are not eligible to take part in the Placing. This Announcement (including the terms and conditions contained in this Announcement) is for information purposes only and (unless otherwise agreed by the Joint Bookrunners) is directed only at: (a) persons in member states of the EEA who are qualified investors within the meaning of Article 2(e) of the Prospectus Regulation (“EEA Qualified Investors”); (b) persons in the United Kingdom, who are qualified investors, being persons falling within the meaning of Article 2(e) of the UK Prospectus Regulation, and who (i) have professional experience in matters relating to investments falling within the definition of “investment professionals” in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); or (ii) are persons falling within article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc”) of the Order; or (c) persons to whom it may otherwise lawfully be communicated, (each such persons in (a), (b) and (c) together being referred to as “Relevant Persons”). This Announcement (including the terms and conditions set out in 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 (including the terms and conditions set out herein) relates is available only to, and will be engaged in only with, Relevant Persons.

This Announcement has been issued by, and is the sole responsibility of, the Company. No responsibility or liability is or will be accepted by, and no undertaking, representation or warranty or other assurance, express or implied, is or will be made or given by any of the Joint Bookrunners, or by any of their respective partners, directors, officers, employees, advisers, consultants or affiliates as to, or in relation to, the accuracy, fairness or completeness of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested person or its advisers, and any liability therefore is expressly disclaimed. The information in this Announcement is subject to change.

Singer Capital Markets, which is authorised and regulated in the United Kingdom by the FCA is acting solely for the Company and no-one else in connection with the Placing and the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or the transactions and arrangements described in this Announcement. Singer Capital Markets is not responsible to anyone other than the Company for providing the protections afforded to clients of Singer Capital Markets or for providing advice in connection with the contents of this Announcement, the Placing or the transactions and arrangements described herein.

Singer Capital Markets Advisory LLP (“SCM Advisory”), which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser to the Company for the purposes of the AIM Rules and no-one else in connection with the Placing and the transactions and arrangements described in this Announcement and will not be responsible to any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or the transactions and arrangements described in this Announcement. SCM Advisory is not responsible to anyone other than the Company for providing the protections afforded to clients of SCM Advisory or for providing advice in connection with the contents of this Announcement, the Placing or the transactions and arrangements described herein. SCM Advisory’s responsibilities as the Company’s nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person.

Canaccord Genuity, which is authorised and regulated in the United Kingdom by the FCA, is acting solely for the Company and no-one else in connection with the Placing and the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or the transactions and arrangements described in this Announcement. Canaccord Genuity is not responsible to anyone other than the Company for providing the protections afforded to clients of Canaccord Genuity or for providing advice in connection with the contents of this Announcement, the Placing or the transactions and arrangements described herein.

None of the information in this Announcement has been independently verified or approved by either of the Joint Bookrunners or any of their respective partners, directors, officers, employees, advisers, consultants or affiliates. Save for any responsibilities or liabilities, if any, imposed on the Joint Bookrunners by FSMA or by the regulatory regime established under it, no responsibility or liability whatsoever whether arising in tort, contract or otherwise, is accepted by either of the Joint Bookrunners or any of their respective partners, directors, officers, employees, advisers, consultants or affiliates whatsoever for the contents of the information contained in this Announcement (including, but not limited to, any errors, omissions or inaccuracies in the information or any opinions) or for any other statement made or purported to be made by or on behalf of either of the Joint Bookrunners or any of their respective partners, directors, officers, employees, advisers, consultants or affiliates in connection with the Company, the Placing Shares or the Placing or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement or its contents or otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Placing. Each of the Joint Bookrunners and their respective partners, directors, officers, employees, advisers, consultants and affiliates accordingly disclaim all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by either of the Joint Bookrunners or any of their respective partners, directors, officers, employees, advisers, consultants or affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Joint Bookrunners or any of their respective affiliates that would permit an offering of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to the 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 Joint Bookrunners to inform themselves about, and to observe, such restrictions.

Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement (or any part thereof) should seek appropriate advice before taking any action.

In connection with the Placing, the Joint Bookrunners and any of their respective affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts or otherwise deal for their own account in such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Joint Bookrunners and any of their respective affiliates acting in such capacity. In addition, the Joint Bookrunners and any of their respective affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Joint Bookrunners and any of their respective affiliates may from time to time acquire, hold or dispose of shares. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

This Announcement may contain and the Company may make verbal statements containing “forward-looking statements” with respect to certain of the Company’s plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as “aim”, “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “seek”, “may”, “could”, “outlook” or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. These forward-looking statements reflect the Company’s judgment at the date of this Announcement and are not intended to give any assurance as to future results and the Company cautions that its actual results of operations and financial condition, and the development of the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this Announcement and/or information incorporated by reference into this Announcement. The information contained in this Announcement is subject to change without notice and except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates, supplements or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company’s expectations with regard thereto or any changes in events, conditions or circumstances on which any such statements are based, except where required to do so under applicable law.

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 the Joint Bookrunners. This Announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for, purchase, otherwise acquire, sell or otherwise dispose of any such securities. Recipients of this Announcement who are considering acquiring Placing Shares pursuant to the Placing are reminded that they should conduct their own investigation, evaluation and analysis of the business, data and property described in this Announcement. The price and value of securities can go down as well as up and past performance is not a guide to future performance. The contents of this Announcement is not to be construed as legal, business, financial or tax advice. Each investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

No statement in this Announcement is intended to be a profit forecast or estimate, 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.

References in this Announcement to other reports or materials, such as a website address, have been provided to direct the reader to other sources of information on the Company which may be of interest. Neither the content of the Company’s website (or any other website) nor the content of any website accessible from hyperlinks on the Company’s website (or any other website) is incorporated into or forms part of this Announcement.

The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM.

The Appendix to this Announcement (which forms part of this Announcement) sets out further information relating to the terms and conditions of the Placing and the Bookbuild. Persons who choose to participate in the Placing, by making an oral or written offer to subscribe for Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions in this Announcement and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix.

Information to Distributors

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained within Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK Product Governance Rules”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any ‘manufacturer’ (for the purposes of the UK Product Governance Rules) 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 paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (the “UK Target Market Assessment”). Notwithstanding the UK Target Market Assessment, distributors 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 UK 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 UK Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS 9A and COBS 10A, respectively; 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.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; (c) local implementing measures (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 the 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 MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “EU Target Market Assessment”). Notwithstanding the EU Target Market Assessment, distributors 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 EU 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 EU Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of 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.

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY

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

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND UNLESS OTHERWISE AGREED BY THE JOINT BOOKRUNNERS ARE DIRECTED ONLY AT: (A) IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (“EEA”), PERSONS WHO ARE “QUALIFIED INVESTORS” AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION; (B) IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS, BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION WHO ARE: (I) “INVESTMENT PROFESSIONALS” WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”); OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC”) OF THE ORDER; AND (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT (ALL SUCH PERSONS IN (A), (B) AND (C) TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”).
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) COMES ARE REQUIRED BY THE COMPANY AND THE JOINT BOOKRUNNERS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF, OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE, ANY SECURITIES IN THE COMPANY.

THE SECURITIES REFERRED TO HEREIN ARE BEING OFFERED OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE “US SECURITIES ACT”).
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.

THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE APPROVED, DISAPPROVED OR RECOMMENDED BY THE US SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE PLACING, THE OFFERING OF PLACING SHARES OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
NEITHER THE COMPANY NOR ANY OF THE JOINT BOOKRUNNERS MAKES ANY REPRESENTATION TO PERSONS WHO ARE INVITED TO AND WHO CHOOSE TO PARTICIPATE IN THE PLACING REGARDING AN INVESTMENT IN THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT UNDER THE LAWS APPLICABLE TO SUCH PLACEES. EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE SHARES.

THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN REVIEWED BY ANY REGULATORY AUTHORITY IN THE UNITED KINGDOM OR ELSEWHERE. YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE PLACING. IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX), YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE.

By participating in the Bookbuild and the Placing, each Placee will be deemed to have read and understood this Announcement in its entirety and to be participating in the Placing on the terms and conditions, and to be providing the representations, warranties, indemnities, acknowledgements and undertakings, contained in this Announcement.

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

(a) it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; and

(b) in the case of a Relevant Person in a member state of the EEA or in the UK who acquires any Placing Shares pursuant to the Placing:

(i) it is a Qualified Investor within the meaning of Article 2(e) of the Prospectus Regulation or the UK Prospectus Regulation, as applicable; and

(ii) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation or the UK Prospectus Regulation, as applicable:

(A) 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 a member state of the EEA other than EEA Qualified Investors or persons in the United Kingdom other than Relevant Persons, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or

(B) where Placing Shares have been acquired by it on behalf of persons in a member state of the EEA other than EEA Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons; or

(C) where Placing Shares has been acquired by it on behalf of persons in the UK other than Relevant Persons, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons; and

(c) 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 and agreements contained in this Announcement; and

(d) it understands (or, if acting for the account of another person, such person understands) the resale and transfer restrictions set out in this Appendix; and

(e) it (and any account referred to in paragraph (c) above) is outside the United States, and will be outside the United States at the time the Placing Shares are acquired by it, and acquiring the Placing Shares in an “offshore transaction” as defined in and in accordance with Regulation S.

The Company and the Joint Bookrunners will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements. Each Placee hereby agrees with the Joint Bookrunners and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued. A Placee shall, without limitation, become so bound if any of the Joint Bookrunners confirms to such Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be contractually committed to subscribe for the number of Placing Shares allocated to it at the Placing Price and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, dissemination, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the US Securities Act or the applicable laws of other jurisdictions.

Details of the Placing

The Company and the Joint Bookrunners have entered into a Placing Agreement, under which the Joint Bookrunners have undertaken, on the terms and subject to the conditions set out therein, to use their respective reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price. The Placing is not being underwritten by the Joint Bookrunners or any other person.
The number of Placing Shares will be decided at the close of the Bookbuild following the delivery by the Joint Bookrunners of the Term Sheet. The timing of the closing of the book and allocations are at the discretion of the Joint Bookrunners in consultation with the Company. Details of the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild.
The total number of Ordinary Shares to be issued pursuant to the Placing shall not exceed 25,377,600 Ordinary Shares, representing up to approximately 9.96% of the Company’s existing issued Ordinary Share capital, excluding treasury shares.

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

The Placing Shares will trade on AIM under Eckoh plc, symbol ECK, with ISIN GB0033359141.

Lock-up

The Company has undertaken to the Joint Bookrunners that, between the date of the Placing Agreement and 180 days after Admission, it will not, without the prior written consent of the Joint Bookrunners, enter into certain transactions involving or relating to the Ordinary Shares, subject to certain customary carve-outs agreed between the Joint Bookrunners and the Company.
By participating in the Placing, Placees agree that the exercise by the Joint Bookrunners of any power to grant consent to waive the undertaking by the Company of a transaction which would otherwise be subject to the lock-up under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and that they need not make any reference to, or consult with, Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

Application for admission to trading of the Placing Shares

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will take place on or before 8 a.m., on 22 December 2021 and that dealings in the Placing Shares will commence at the same time.

Placing and Bookbuild

The Joint Bookrunners will today commence an accelerated bookbuilding process to determine demand for participation in the Placing by Placees. The book will be open with immediate effect. This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
The Joint Bookrunners and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, agree between them.

Principal terms of the Bookbuild and Placing

Singer Capital Markets and Canaccord Genuity are acting severally, and not jointly, or jointly and severally, as Joint Bookrunners of the Company in connection with the Bookbuild and the Placing.
The Bookbuild and the Placing shall be conducted by way of accelerated bookbuild to establish the number of Placing Shares to be allocated to Placees.
Participation in the Placing is only available to persons who are lawfully able to, and have been invited to, participate by the Joint Bookrunners. The Joint Bookrunners and their respective affiliates and/or their agents are entitled, acting for their own account, to participate in the Placing as principal.
The number of Placing Shares to be issued will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild but, in any event, the number of Placing Shares will not be more than 25,377,600 Placing Shares. The results of the Bookbuild will be released via a RIS following the completion of the Bookbuild.
Each Placee will be required to pay an amount equal to the Placing Price in respect of each Placing Share issued to it.
The Bookbuild is expected to close no later than 8.00 a.m. on 16 December 2021 but may be closed earlier or later at the discretion of the Joint Bookrunners. The Joint Bookrunners may, in agreement with the Company, accept bids received after the Bookbuild has closed.
To bid in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at Singer Capital Markets or Canaccord Genuity. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Placing Price. Bids may be scaled down by the Joint Bookrunners on the basis referred to below. The Joint Bookrunners are arranging the Placing as agents of the Company.
A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and, except with the consent of the Joint Bookrunners, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Joint Bookrunners (as agents of the Company), to pay to the relevant Joint Bookrunner (or as the relevant Joint Bookrunner may direct) in cleared funds 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.
The Joint Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined in consultation with the Company and the Joint Bookrunners reserve the right: (i) to scale back the number of Placing Shares to be subscribed for by any Placee in the event of the Placing being over-subscribed on such basis as they consider appropriate; (ii) not to accept offers for Placing Shares or to accept such offers in part rather than in full; (iii) to allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and/or (iv) to allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The Company reserves the right to reduce the amount to be raised pursuant to the Placing, in agreement with the Joint Bookrunners.
Each Placee’s allocation of Placing Shares will be confirmed to Placees orally, or in writing (which may include email), by Singer Capital Markets or Canaccord Genuity (each as an agent of the Company) following the close of the Bookbuild and a trade confirmation or contract note has been or will be dispatched thereafter. Singer Capital Market’s or Canaccord Genuity’s oral or written confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of the relevant Joint Bookrunner and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Placing Price and otherwise on the terms and subject to the conditions set out in this Announcement and in accordance with the Company’s articles of association. The terms and conditions of this Announcement will be deemed to be incorporated in that trade confirmation, contract note or such other (oral or written) confirmation and will be legally binding on the Placee on behalf of which it is made. All obligations under the Bookbuild and Placing will be subject to fulfilment of the conditions referred to below under “Conditions of the Placing”. By participating in the Bookbuild, 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.
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”.
Except as required by law or regulation, no press release or other announcement will be made by the Joint Bookrunners 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.
To the fullest extent permissible by law and the applicable rules of the FCA, none of the Joint Bookrunners nor any of their respective affiliates shall have any liability to the Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and the Joint Bookrunners and their respective affiliates shall have no liability to the Placees for the failure of the Company to fulfil those obligations. In particular, none of the Joint Bookrunners nor any of their respective affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners’ conduct of the Placing or the Bookbuild.

Conditions of the Placing

The Joint Bookrunners’ obligations under the Placing Agreement are conditional on, inter alia:

The release of the Placing Results Announcement through a RIS by no later than 8.00 a.m. on 16 December 2021 (or such other time and/or date as the Company and the Joint Bookrunners may agree);
the warranties on the part of the Company being true and accurate and not misleading as of the date of the Placing Agreement, the date of the Term Sheet and the date of Admission, as though they had been given and made on such dates by reference to the facts and circumstances then subsisting, and no matter having arisen prior to Admission which might reasonably be expected to give rise to a claim under the Placing Agreement;
the Acquisition Agreements: (i) having been duly executed by the parties thereto by or on the date of this Announcement; (ii) remaining in full force and effect and not having been modified, or rescinded, lapsed or been terminated (in whole or in part) prior to Admission; and (iii) having become unconditional in all respects save for any conditions relating to Admission and to the Placing Agreement not having been terminated and having become unconditional in all respects;
the Facilities Agreement becoming unconditional in all respects (save for any customary certain funds conditions and conditions relating solely to Admission or completion of the Acquisition Agreements) and the Facilities Agreement not being terminated or rescinded prior to Admission; and
Admission taking place not later than 8.00 a.m. on 22 December 2021 or such later date as is agreed in writing between the Company and the Joint Bookrunners, but in any event not later than 8.00 a.m. on the Long Stop Date.

If: (i) any of the conditions contained in the Placing Agreement, including those described above, is not fulfilled or (where applicable) waived by the Joint Bookrunners (acting jointly) by the respective time and date (if any) specified (or such later time and/or date (if any) as the Joint Bookrunners may notify to the Company); or (ii) any of such conditions becomes incapable of being fulfilled, the Placing will not proceed and the Placees’ rights and obligations as set out in this Announcement in relation to the Placing Shares 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. The Joint Bookrunners (acting jointly) may, at their absolute discretion and subject to any conditions they consider appropriate, waive the satisfaction of any condition (other than the occurrence of Admission) by giving notice to the Company. The Joint Bookrunners (acting jointly) and the Company may agree in writing to extend the period for compliance by the Company with the whole or any part of any of the Company’s obligations in relation to the conditions in the Placing Agreement save that the period for satisfaction of the condition relating to Admission shall not be extended beyond the Long Stop Date. Any such extension or waiver will not affect Placees’ commitments as set out in this Announcement.

None of the Joint Bookrunners, nor the Company nor any of their respective affiliates shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners. Placees will have no rights against any of the Joint Bookrunners, the Company or any of their respective partners, members, directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.

Right to terminate the Placing Agreement
Any Joint Bookrunner is entitled to terminate their participation in the Placing by notice to the Company in certain circumstances, including, inter alia, if at any time before Admission:

any of the warranties given by the Company in the Placing Agreement being untrue, inaccurate or misleading when made, or having become untrue, inaccurate or misleading at any time between the date of the Placing Agreement and Admission by reference to the facts and circumstances subsisting from time to time;
in the opinion of the relevant Joint Bookrunner (acting in good faith), a Material Adverse Change (as defined in the Placing Agreement) whether or not foreseeable at the date of the Placing Agreement;
the occurrence of a suspension or cancellation by the London Stock Exchange of trading in the Company’s securities;
the Company has failed to comply with any of its obligations under the Placing Agreement such failure being, in the opinion of the relevant Joint Bookrunner, material in the context of the Placing or Admission; or
a change in market conditions having occurred or the occurrence of certain force majeure events, which in each case, in the opinion of the relevant Joint Bookrunner would or would be likely to prejudice materially the Company or the Placing or makes the success of the Placing doubtful or makes it impracticable or inadvisable to proceed with the Placing, or render the creation of a market in the ordinary share capital of the Company temporarily or permanently impracticable.

If participation in the Placing is terminated by either of the Joint Bookrunners prior to Admission then the Placing will not occur and the Company and the Joint Bookrunners shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement.

The rights and obligations of the Placees will not be subject to termination by the Placees or any prospective Placees at anytime or in any circumstances. By participating in the Placing, Placees agree that the exercise by any of the Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the relevant Joint Bookrunner and that the Joint Bookrunners need not make any reference to Placees in this regard and that none of the Joint Bookrunners nor any of their respective affiliates shall have any liability to Placees whatsoever in connection with any such exercise or failure so to exercise

No Admission Document or Prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and have not been nor will be offered in such a way as to require the publication of an admission document or prospectus in the United Kingdom or any equivalent document in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or the London Stock Exchange in relation to the Placing, and Placees’ commitments will be made solely on the basis of the information contained in this Announcement, the announcement of the results of the Placing through a RIS and the business and financial information that the Company is required to publish in accordance with the AIM Rules (the “Exchange Information”) or has published via a RIS (“Publicly Available Information”) (save that in the case of Exchange Information and Publicly Available Information, a Placee’s right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph). 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 and/or Publicly Available Information), representation, warranty or statement made by or on behalf of the Company or the Joint Bookrunners or any other person and none of the Joint Bookrunners, nor the Company nor any other person will be liable for any Placee’s decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by any of the Joint Bookrunners, the Company or any of their respective officers, directors, partners, employees or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company nor any of the Joint Bookrunners are making any undertaking, representation or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the Placing Shares will, unless otherwise agreed, take place on a delivery versus payment basis within CREST. 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 Singer Capital Markets or Canaccord Genuity in accordance with the standing CREST settlement instructions which they have in place with the relevant Joint Bookrunner.

Settlement of transactions in the Placing Shares (ISIN: GB0033359141) following Admission will take place within the CREST system provided that, subject to certain exceptions, the Joint Bookrunners reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means as they may deem necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee’s jurisdiction.

It is expected that settlement of the Placing Shares will be on 22 December 2021 unless otherwise notified by the Joint Bookrunners. Admission is expected to occur by 22 December 2021 or otherwise at such later time as may be agreed between the Company and the Joint Bookrunners, not being later than the Long Stop Date.

Each Placee is deemed to agree that, if it does not comply with these obligations, Singer Capital Markets or Canaccord Genuity may sell any or all of the Placing Shares allocated to that Placee on such Placee’s behalf and retain from the proceeds, for the relevant Joint Bookrunners’ account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due (chargeable daily on payments not received from Placees on the date due). The relevant Placee will, however, remain liable and shall indemnify the relevant Joint Bookrunner on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee’s behalf. By communicating a bid for Placing Shares, each Placee confers on the Joint Bookrunners such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which any of the Joint Bookrunners lawfully take in pursuance of such sale. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until it has fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that any form of confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee’s name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. None of the Joint Bookrunners nor the Company will be liable in any circumstances for the payment of any stamp duty, stamp duty reserve tax or securities transfer tax in connection with any of the Placing Shares. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person acting on such Placee’s behalf) will be deemed to make the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to each of the Joint Bookrunners and the Company, that:

it has read and understood this Announcement in its entirety and that its acquisition of and subscription for 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;
it acknowledges no offering document or prospectus or admission document has been or will be prepared in connection with the Placing or is required under the Prospectus Regulation or the UK Prospectus Regulation and it has not received and will not receive a prospectus, admission document or other offering document in connection with Admission, the Bookbuild, the Company, the Placing or the Placing Shares;
it acknowledges that the Ordinary Shares are traded on AIM and that the Company is therefore required to publish the Exchange Information 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 similar statements for preceding financial years and that it has reviewed such Exchange Information and that it is able to obtain or access such Exchange Information;
acknowledges that its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;
it has made its own assessment of the Placing Shares 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 neither of the Joint Bookrunners nor the Company nor any of their respective affiliates, agents, 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 this Announcement or the Publicly Available Information; nor has it requested any of the Joint Bookrunners, the Company, any of their respective affiliates, agents, directors, employees or officers or any person acting on behalf of any of them to provide it with any such information;
neither of the Joint Bookrunners nor any person acting on behalf of them nor any of their respective 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 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 subscribe for the Placing Shares is contained in 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 Publicly Available Information;
neither of the Joint Bookrunners, nor the Company (nor any of their respective affiliates, agents, directors, officers and 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 the Publicly Available Information;
neither of the Joint Bookrunners, (nor any of their respective affiliates, agents, directors, officers and employees) accepts any responsibility for any acts or omissions of the Company or any of the directors of the Company or any other person (other than the relevant Joint Bookrunner) in connection with the Placing;
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;
it has not relied on any investigation that the Joint Bookrunners or any person acting on their behalf may have conducted with respect to the Company, the Placing or the Placing Shares;
the content of this Announcement and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither of the Joint Bookrunners nor any persons acting on their 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 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 Publicly Available Information or otherwise. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;
it is not, and at the time the Placing Shares are acquired will not be, a resident of United States, Australia, Canada, Japan or the Republic of South Africa;
the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, Australia, Canada, Japan or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, Canada, Japan or the Republic of South Africa or in any country or jurisdiction where any such action for that purpose is required;
it has not been offered to purchase or subscribe for Placing Shares by means of (i) any “directed selling efforts” as defined in Regulation S, or (ii) any form of “general solicitation” or “general advertising” within the meaning of Rule 502(c) of Regulation D in connection with any offer or sale of Placing Shares in the United States;
it, and any prospective beneficial owner for whose account or benefit it is purchasing the Placing Shares: (i) is not a US Person (as defined in Regulation S) and is, and at the time the Placing Shares are subscribed for will be, located outside the United States and is acquiring the Placing Shares in an “offshore transaction” as defined in, and in accordance with, Regulation S; (ii) is aware of the restrictions on the offer and sale of the Placing Shares pursuant to Regulation S, including that Rule 904 of Regulation S regarding “Offshore Resales” is not applicable to “affiliates” (as defined in Rule 405 under the Securities Act) of the Company; and (iii) has not been offered to purchase or subscribe for Placing Shares by means of any “directed selling efforts” as defined in Regulation S;
it understands that the Placing Shares have not been, and will not be, registered under the US Securities Act and may not be offered, sold or resold in or into or from the United States or to, or for the account or benefit of, US Persons (as defined in Regulation S) except pursuant to an effective registration under the US Securities Act, or pursuant to an exemption from the registration requirements of the US Securities Act and in accordance with applicable state securities laws;
it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted, and will not, directly or indirectly, distribute, forward, transfer or otherwise transmit, any presentation or offering materials concerning the Placing or the Placing Shares to any persons within the United States;
no action has been or will be taken by any of the Company, the Joint Bookrunners or any person acting on behalf of the Company or the Joint Bookrunners 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;
it has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees 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 the Joint Bookrunners determine;
it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;
(b) has fully observed such laws and regulations;
(c) 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
(d) 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 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 subscription for Placing Shares;
neither of the Joint Bookrunners, their respective 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 either of the Joint Bookrunners and that no Joint Bookrunner has any 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;
that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities and that it has not taken any action or omitted to take any action which will or may result in the Joint Bookrunners, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;
it will make payment to the relevant Joint Bookrunner for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement, failing which the relevant Placing Shares may be placed with others on such terms as the relevant Joint 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) 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 Company 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;
the person who it specifies for registration as holder of the Placing Shares will be:
(a) the Placee; or
(b) a nominee of the Placee, as the case may be;
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 in the United Kingdom, that it is a Relevant Person and it 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;
if it is acting as a financial intermediary, as that term is used in Article 2(d) of the Prospectus Regulation or the UK Prospectus Regulation, as the case may be, that the Placing Shares acquired 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 other than EEA Qualified Investors or persons in the United Kingdom other than Relevant Persons, or in circumstances in which the prior consent of the Joint Bookrunners and the Company has not been given to the proposed offer or resale;
that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the EEA, except to EEA Qualified Investors or otherwise in circumstances which have not resulted and which will not result in an offer to the public in any member state in the EEA within the meaning of Article 2(d) of the Prospectus Regulation;
that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to Relevant Persons 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 Article 2(d) of the UK Prospectus Regulation;
that any offer of Placing Shares may only be directed at persons in member states of the EEA who are EEA Qualified Investors and represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to EEA Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Regulation;
if in a member state of the EEA and except as disclosed in this Announcement under “Details of the Placing”, that it is (i) an EEA Qualified Investor and (ii) a “professional client” or an “eligible counterparty” within the meaning set out in MIFID II, as implemented into national law of the relevant EEA state;
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 and it acknowledges and agrees that this Announcement has not been approved by any of the Joint Bookrunners in their capacity as an authorised person under section 21 of the 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;
it has complied and it will comply with all applicable laws 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 confidential price sensitive information about the Company in advance of the Placing, it has not:
(a) dealt in the securities of the Company;
(b) encouraged or required another person to deal in the securities of the Company; or
(c) disclosed such information to any person, prior to the information being made publicly available;
none of the Joint Bookrunners, the Company nor any of their respective affiliates, agents, directors, officers or employees nor any person acting on behalf of the Joint Bookrunners or their respective 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 Joint Bookrunners’ rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
each Joint 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 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 Joint Bookrunners and/or any of their respective affiliates acting as an investor for its or their own account(s). Neither of the Joint Bookrunners 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 with its obligations under the Criminal Justice Act 1993, MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof (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;
in order to ensure compliance with the Regulations, each Joint 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 relevant Joint 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 relevant Joint Bookrunner’s absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the relevant Joint 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 relevant Joint Bookrunner (for itself and as agent on behalf of the Company) or the Company’s registrars have not received evidence satisfactory to them, the relevant Joint 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 set out in this Announcement will continue notwithstanding any amendment that may in future be made to the terms and conditions 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 Joint Bookrunners’ 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 subscribing for 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, and not upon any view expressed or information provided by or on behalf of the Joint Bookrunners;
it irrevocably appoints any duly authorised officer of each Joint 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 for which it agrees to subscribe for upon the terms of this Announcement;
the Company, the Joint Bookrunners and others (including each of their respective affiliates, agents, directors, officers and employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to each Joint 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 this Appendix;
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 Joint Bookrunners;
acknowledges that its commitment to subscribe for Placing Shares on the terms set out in this Announcement 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;
the Placing Shares will be issued subject to the terms and conditions of this Appendix; and
these terms and conditions in this Appendix and all documents into which 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 Bookbuild and/or 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 or matter arising out of 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 Joint Bookrunners 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.

Miscellaneous

The Company, the Joint Bookrunners and their respective affiliates will rely upon the truth and accuracy of each of the foregoing representations, warranties, acknowledgements and undertakings which are given to each of the Joint Bookrunners for itself and on behalf of the Company and are irrevocable.
The rights and remedies of the Joint Bookrunners and the Company under the terms and conditions in this Announcement are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
By participating in the Placing, each Placee (and any person acting on such Placee’s behalf) agrees to indemnify on an after tax basis and hold the Company, the Joint Bookrunners and 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 Appendix or incurred by the Joint Bookrunners, the Company or any of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placees’ obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive after completion of the Placing.

The provisions of this Announcement may be waived, varied or modified as regards specific Placees or on a general basis by the Joint Bookrunners.

The agreement to settle a Placee’s subscription and/or purchase (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor either of the Joint Bookrunners 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 the Joint Bookrunners in the event that any of the Company and/or the Joint Bookrunners 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 the Joint Bookrunners accordingly.

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

This Announcement has been issued by, and is the sole responsibility, of the Company. No representation or warranty, expressed or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any of the Joint Bookrunners or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

On application, each Placee may be asked to disclose, in writing or orally to either of the Joint Bookrunners: i) if he is an individual, his nationality; or ii) if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

Any documents sent will be at the Placee’s risk. They may be sent by post to such Placees at an address notified to the relevant Joint Bookrunner.

In the case of a joint agreement to acquire Placing Shares, references to a “Placee” in these terms and conditions are to each of such Placees and such joint Placees’ liability is joint and several.
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DEFINITIONS

In this Announcement:
“Acquisition Agreement” means the Majority SPA and the Minority SPAs dated 15 December 2021 for the acquisition by the Company of the entire issued share capital of Syntec Holdings Limited;
“Act” means the Companies Act 2006, as amended from time to time;
“Admission” means the admission of the Placing Shares to trading on AIM becoming effective in accordance with rule 6 of the AIM Rules;
“AIM” means AIM, a market of the London Stock Exchange;
“AIM Rules” means the rules for companies and accompanying guidance notes published by the London Stock Exchange governing, inter alia, admission to and the operation of AIM, as amended and reissued from time to time;
“Announcement” means this announcement (including the appendix to this announcement);
“Appendix” means the appendix to this Announcement;
“Application” means the application by or on behalf of the Company for Admission in accordance with rule 5 of the AIM Rules;
“Board” means the board of directors from time to time;
“Bookbuild” means the accelerated bookbuild process in relation to the Placing, on the terms described in the Placing Agreement, which will establish the number of Placing Shares to be issued and allotted pursuant to the Placing;
“CREST” means the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the CREST Regulations);
“CREST Regulations” means the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended from time to time;
“Directors” means the directors of the Company for the time being;
“Facilities Agreement” means, together, the overdraft facility dated 17 November 2021 and the revolving credit facility dated 14 December 2021 between the Company and Barclays Bank PLC.
“FCA” means the Financial Conduct Authority of the United Kingdom;
“FSMA” means the Financial Services and Markets Act 2000, as amended;
“Joint Bookrunners” means, together, Singer Capital Markets and Canaccord Genuity;
“London Stock Exchange” means London Stock Exchange plc;
“Long Stop Date” means 24 January 2022;
“MAR” means the EU Market Abuse Regulation (EU) 596/2014 and all delegated or implementing regulations relating to that Regulation as amended and transposed into the laws of the United Kingdom pursuant to the European Union (Withdrawal) Act 2018;
“Ordinary Shares” means ordinary shares of 0.25 pence each in the capital of the Company;
“Placee” means any person who agrees to subscribe for the Placing Shares pursuant to the Placing;
“Placing” means the placing of the Placing Shares by the Joint Bookrunners, on behalf of the Company, with Placees pursuant to the Placing Agreement;
“Placing Agreement” means the agreement dated on or around the date of this Announcement for the placing of up to 25,377,600 Placing Shares of the Company;
“Placing Price” means 54 pence per Placing Share;
“Placing Results Announcement” means the announcement of the results of the Bookbuild via a RIS;
“Placing Shares” means up to 25,377,600 new Ordinary Shares to be allotted and issued by the Company pursuant to the Placing;
“Prospectus Regulation” means Regulation (EU) 2017/1129 (as amended and supplemented from time to time);
“Regulation S” means Regulation S under the US Securities Act
“RIS” means a Regulatory Information Service that is on the list of approved Regulatory Information Services maintained by the FCA;
“Sellers” means the persons selling shares in Syntec Holdings Limited under the Acquisition Agreements;
“Shareholders” means holders of Ordinary Shares;
“Term Sheet” means the term sheet to be entered into by the Company and the Joint Bookrunners pursuant to the Placing confirming, inter alia, the number of Placing Shares to be issued pursuant to the Placing;
“UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018;
“United Kingdom” or “UK” means the United Kingdom of Great Britain and Northern Ireland;
“United States” or “US” means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia; and
“US Securities Act” means the US Securities Act of 1933, as amended.