Proposed Acquisition of Tascomi Ltd

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN IDOX PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF IDOX PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (“MAR”). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

Idox plc
(“Idox”, “the Company” or “the Group”)
Proposed Acquisition of Tascomi Ltd
Proposed, associated Fundraising of £7.0 million via accelerated bookbuild

Idox plc (AIM: IDOX), a leading supplier of specialist information management solutions and services, is pleased to announce the proposed acquisition of Tascomi Limited (“Tascomi”) for up to £7.15m and its intention to undertake a placing via an accelerated bookbuild to raise net proceeds of c. £7.0 million at 28.5 pence per share (the “Placing Price“) to fund the transaction.

Highlights

The Company has entered into a share sale and purchase agreement (the “Acquisition Agreement“) to acquire Tascomi for a total consideration of up to £7.15m on a cash-free, debt-free basis, of which c. £5.43 million will be satisfied immediately in cash, c. £1.15m will be payable by the Company to extinguish all existing debt in Tascomi and with a further £0.57m which may be payable within seven months depending on settlement of various completion matters (the “Acquisition“)
The Company also announces a proposed fundraise to raise net proceeds of c. £7.0 million by way of a placing (the “Placing“) of a total of 25,964,912 new Ordinary Shares (the “Placing Shares“) at 28.5 pence per New Ordinary Share to fund the Acquisition.
The Placing is to be conducted by way of an accelerated bookbuild process by Nplus1 Singer Advisory LLP (“N+1 Singer”) which will be launched immediately following this Announcement in accordance with the Terms and Conditions set out in this Announcement
The Placing Price represents a discount of 3.1 per cent. to the Company’s closing share price on 30 July 2019
Tascomi is a Northern-Ireland based software business that offers web and cloud based software solutions to local authorities and Government departments in UK and Ireland.
The Acquisition will accelerate the Group’s strategy, and will strongly enhance the Group’s technological capabilities and market leading positions.
The Enlarged Group combines Tascomi’s platform and product with Idox’s deep domain knowledge and account management model that will allow us to deliver the next generation of solutions to customers in our public sector markets and drive enhanced shareholder value and service to customers.
The directors believe that the combination of Tascomi’s platform and product with Idox’s deep domain knowledge and account management model will:
accelerate the Group’s strategy and strongly enhance the Group’s technological capabilities and market leading positions;
establish the leading next generation of products and solutions in Idox’s core markets;
avoid substantial and lengthy redevelopment costs by acquiring a modern, proven platform to grow Idox’s public sector and other businesses;
improve offering to customers with new ’born in the cloud’ technologies;
grow Annualised Recurring Revenues;
realise operational savings as the new platform replaces existing Idox products; and
provide opportunities to generate revenues in new but adjacent public sector software markets.
The Acquisition is expected to be earnings enhancing in the first full year of ownership, being the year ending 31 October 2020 (“FY20“).
Completion of the Acquisition is expected to occur on 12 August 2019, following completion of the Placing.

A further announcement will be made on the closing of the Placing, which is expected to occur later today.

Certain of the Directors of the Company have indicated their intention to subscribe for Placing Shares. Further details of the Placing and any participation by such Directors and their consequent interests, will be set out in the announcement to be made on the closing of the Placing which is expected later today.

David Meaden, CEO of Idox, commented:

“The addition of Tascomi’s technology platform to Idox’s deep domain knowledge and account management model will be a powerful combination that will allow us to deliver the next generation of software solutions to customers in our core public sector markets and drive enhanced shareholder value and service to customers.

This Acquisition offers a sound strategic fit as we look to enhance our overall cloud offering in conjunction with growing our SaaS revenue base. It will also build on the significant operational progress our Group has made in the last year, reshaping our Board and senior management team, and establishing sound business models to drive great value from the assets we have in our business”.

For further information please contact:

Idox plc +44 (0) 870 333 7101
Chris Stone, Non-Executive, Chairman
David Meaden, Chief Executive
Rob Grubb, Chief Financial Officer

N+1 Singer (NOMAD and Broker) +44 (0) 20 7496 3000
Shaun Dobson / Jen Boorer
Tom Salvesen (Corporate Broking)

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

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

About Idox plc

For more information see www.idoxplc.com @Idoxgroup

Additional information

Introduction

The Company has entered into an agreement to acquire Tascomi for consideration of £7.15m on a cash-free, debt-free basis, of which c. £5.43 million will be satisfied immediately in cash, c. £1.15m will be payable by the Company to extinguish all existing debt in Tascomi and with a further £0.57m which may be payable within seven months depending on settlement of various completion matters (the “Acquisition“)

The Company also announces its intention to undertake the placing of up to 25,964,912 Placing Shares at a price of 28.5 pence per Placing Share to raise net proceeds of c. £7.0 million to fund the Acquisition. The Placing will be conducted by way of an ABB by N+1 Singer and will open immediately following the release of this Announcement. The Appendix to this Announcement contains the terms and conditions of the Placing. Should the balance of the consideration be payable in full, the excess consideration above the Placing proceeds will be met by the Groups existing resources and funding facilities.

Proposed acquisition of Tascomi

Tascomi currently serves 55 public sector customers across the UK and Ireland through a modern, proven, scalable cloud-enabled SaaS platform. The business has achieved strong new customer wins in the delivery of building control solutions and is becoming an emerging presence in delivering solutions that cater for Land and Property administration.

Tascomi has 33 staff and is based in Northern Ireland. It was established by Richard Martin, its current Managing Director, and supported by a number of senior staff establishing and delivering cloud-enabled SaaS technologies to customers. Mr Martin will be resigning his position and leaving the business following completion of the Acquisition, with the remaining Tascomi staff joining the enlarged Group.

In the year ended 31 March 2019, Tascomi generated revenue of approximately £1.9m (2018: £1.5m), delivering adjusted EBITDA of £0.7m (2018: £0.2m). These amounts are restated for Idox accounting policies. Current annual recurring revenue (“ARR“) is £1.8m.

Background to and reasons for the Acquisition and Placing

In its interim results for the six months ended 30 April 2019 on 22 July 2019 the Company announced that it was continuing to explore ways to accelerate the Group’s strategy and enhance its technological capabilities and market leading positions as well as build its recurring SaaS revenue profile.

During the past twelve months the Group has undergone significant transformation, including replacing five of the six Board members, and a number of senior management staff. This has involved establishing the relevant operational and financial disciplines necessary for a business of Idox’s stature and complexity. The foundations that have now been embedded across the business leave Idox well positioned in the short term and will also support future progress against Idox’s strategic objectives.

The future of the Idox business is in cloud provisioned software and related services. Strides have been made to accelerate a move into Software-as-a-Service (SaaS) product offerings and the Group has had success in both its Social Care and EIM businesses over the past six months. Part of the Group’s strategy is to continue to accelerate its new ‘cloud first’ strategy, growing recurring income streams and future earnings visibility.

The directors believe that the combination of Tascomi’s platform and product with Idox’s deep domain knowledge and account management model will:
accelerate the Group’s strategy and strongly enhance the Group’s technological capabilities and market leading positions;
establish the leading next generation of products and solutions in Idox’s core markets;
avoid substantial and lengthy redevelopment costs by acquiring a modern, proven platform to grow Idox’s public sector and other businesses;
improve offering to customers with new ’born in the cloud’ technologies;
grow Annualised Recurring Revenues;
realise operational savings as the new platform replaces existing Idox products; and
provide opportunities to generate revenues in new but adjacent public sector software markets.

The Acquisition is expected to be earnings enhancing in the first full year of ownership, being the year ending 31 October 2020 (“FY20”).

Terms of the Acquisition

The sellers have provided warranties and indemnities appropriate to a transaction of this nature. The Directors expect that the Acquisition will complete on 12 August 2019.

The CEO and existing owner of Tascomi Richard Martin will be stepping down from his role on completion and leaving the business. The existing Tascomi senior management team are committed to Tascomi and the Acquisition and will join Idox’s senior management team on completion.

Conditional Placing

The Company intends to fund the Acquisition by way of the Placing. The Company is proposing to raise approximately £7.4 million (before expenses) by way of a placing of 25,964,912 Placing Shares at the Placing Price with certain institutional and other investors.

The Placing will be conducted by N+1 Singer on behalf of the Company in accordance with the terms and conditions set out in the Appendix to this Announcement. The Placing is being conducted through an accelerated bookbuilding process (the “Bookbuild”) which will commence immediately following this Announcement.

The Bookbuild will determine final demand for and participation in the Placing. The Bookbuild is expected to close not later than 5.30 p.m. (London) today, but may be closed at such earlier or later time as N+1 Singer, in its absolute discretion (following consultation with the Company), determines. The number of Placing Shares, the Placing Price and the making of allocations will be agreed between the Company and N+1 Singer and will be confirmed orally or by email by N+1 Singer following the closure of the Bookbuild. A further announcement will be made following the completion of the Bookbuild and pricing of the Placing.

The Placing (which is not being underwritten) is conditional, amongst other things, upon:

the Placing Agreement becoming unconditional in all respects as regards the Placing (subject to Admission occurring) and not having been terminated in accordance with its terms prior to Admission;
the Acquisition Agreement not having lapsed, withdrawn or otherwise terminating in accordance with its terms prior to Admission; and
Admission of the Placing Shares becoming effective on or before 8.00 a.m. on 6 August 2019 or such later date as the Company and N+1 Singer may agree, being no later than 8.00 a.m. on 31 August 2019.

The Placing Shares, upon issue, will represent approximately 6 per cent. of the Enlarged Share Capital immediately following Admission. The Placing Shares will rank in full for all dividends with a record date on or after the date of Admission and otherwise equally with the Existing Ordinary Shares in issue from the date of Admission.

Idox has entered into a placing agreement (the “Placing Agreement“) with N+1 Singer which acted as sole bookrunner in relation to the Placing. Further details of the Placing Agreement can be found in the terms and conditions of the Placing contained in the Appendix to this Announcement (which forms part of this Announcement).

In order to effect the Placing, the Company intends to utilise the authorities granted to it at its Annual General Meeting held on 29 March 2019 which enable it to issue up to (i) 20,770,847 new Ordinary Shares (representing approximately 5 per cent. of its issued share capital of the Company as at 5 March 2019) and (ii) a further 20,770,847 new Ordinary Shares (representing approximately 5 per cent. of its issued share capital of the Company as at 5 March 2019) in connection with a proposed acquisition in accordance with the Pre-Emption Group’s statement of principles on a non pre-emptive basis.

Further information on the Placing and Admission is included in the section headed ‘Additional Information’ above. Attention is also drawn to the section headed ‘Important Information’ of this Announcement and the terms and conditions of the Placing (representing important information for Placees only) in the Appendix to this Announcement.

Capitalised terms used but not defined in this Announcement shall have the meanings given to such terms in the section headed ‘Definitions’ below save that any capitalised term defined in the Appendix shall have such meaning in the Appendix to the exclusion, in the Appendix only, of any definition of such term elsewhere in this Announcement.

Important Notice

N+1 Singer is acting as nominated adviser and broker and as agent for and on behalf of the Company for the Placing. N+1 Singer is authorised and regulated by the Financial Conduct Authority (the “FCA“) in the United Kingdom. N+1 Singer is acting exclusively for the Company and no one else in connection with the Placing and N+1 Singer will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by N+1 Singer or by any of its 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.

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.

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

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

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

This Announcement 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, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company’s profitability and ability to access capital and credit, a decline in the Company’s credit ratings; the effect of operational risks; and the loss of key personnel. 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. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates 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 statement is based.

This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it (other than the Appendix in relation to Placees) form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company. In particular, the Placing Shares have not been, and will not be, registered under the United States Securities Act of 1933 as amended or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Canada, Australia, the Republic of South Africa, or Japan and, subject to certain exceptions, may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of Canada, Australia, the Republic of South Africa or Japan.

The distribution or transmission of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted or prohibited by law or regulation. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken by the Company or N+1 Singer that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and N+1 Singer to inform themselves about, and to observe, such restrictions. In particular, this announcement may not be distributed, directly or indirectly, in or into the United States, Canada, the Republic of South Africa, Australia or Japan. Overseas shareholders and any person (including, without limitation, nominees and trustees), who have a contractual or other legal obligation to forward this document to a jurisdiction outside the UK should seek appropriate advice before taking any action.

APPENDIX – TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE INFORMATION CONTAINED HEREIN (TOGETHER THE “ANNOUNCEMENT”) IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (“EEA”) WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED (“QUALIFIED INVESTORS”), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(e) OF DIRECTIVE 2003/71/EC AS AMENDED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMENDING DIRECTIVE (DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE “PROSPECTUS DIRECTIVE”); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”).

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

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN “OFFSHORE TRANSACTIONS” WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.

EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.

No action has been taken by the Company, N+1 Singer Advisory LLP (“N+1 Singer“) or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.

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

All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) (the “FSMA“) does not apply.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

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

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (and any person acting on such person’s behalf) (a “Placee“) will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

In particular, each such Placee irrevocably represents, warrants, undertakes, agrees and acknowledges (amongst other things) to each of the Company and N+1 Singer (for their own be

Rule 26
Information last updated: 31 July 2019

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