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Brewer Adnams (ADB) reported a decline in first half revenues from £35.5m to £34.7m, while the loss increased from £840,000 to £1.15m. Beer volumes were 2% ahead, compared with a 1% decline in the market. Low alcohol beer sales grew. Gin sales fell because of greater competition. A fire at the Ship at Levington hampered the performance of the pubs business. Adnams made an underlying profit in 2018, thanks to a better second half performance. The new IT system went live in March and the implementation has been a distraction to management. The dividends are unchanged at 78p a share for each B share and 19.5p per A share.
Bruce Pubs (PUB) has decided to cancel trading in its 7.2% secured bonds, 31 March 2022. There are £20,000 worth of bonds admitted to the market and there have been no trades. Bruce Pubs had wanted to raise up to £20m from the bond issue. It is therefore not a surprise that Bruce Pubs believes it is not worth having a trading facility. The bonds can be redeemed early by the company.
NQ Minerals (NQMI) has produced 10,164 tonnes of lead concentrate, 7,431 tonnes of zinc concentrate and 46,863 tonnes of pyrite concentrate in the first half of 2019. An operating profit of A$3.6m was made on sales of A$23m.
TechFinancials (TECH) had $1.23m in the bank at the end of June 2019. A reduction in trade receivables meant that there was a small cash inflow from operating activities, but there was $402,000 capitalised developed on the blockchain ticketing system.
China-focused healthcare company MiLOC Group Ltd (ML.P) has raised £755,000 at 30p a share.
Queros Capital Partners (QCP) has gained a quotation for its bonds on the Frankfurt Stock Exchange
ICAMAP has acquired 7.94 million shares in easyHotel (EZH) at its offer price of 95p a share, taking its stake to 44.1%. This means that it is a mandatory cash offer.
Iofina (IOF) has launched IofinaEX Global to deal in hemp derived products in Central America and the Caribbean. Iofina will potentially link up with a government in the region that wants to develop its country as a hub for hemp derived products. There are no details of this potential partnership. The company believes that its regulatory expertise in the iodine market will be helpful in the CBD market. The US is likely to be a major market.
LightwaveRF (LWRF) has raised £1.3m at 7p a share. The smart homes equipment supplier wants the cash to finance further growth. There are also plans to secure a facility for stock.
Altitude (ALT) is considering the disposal of its Manchester-based promotion products supplier AdProducts.com. This would enable Altitude to concentrate on its AIM platform for promotional products suppliers.
Greatland Gold (GGP) has raised £4.2m at 1.85p a share and that will be used to finance exploration in the Paterson region of Australia. There has been positive exploration news from the Scallywag prospect in the Paterson region. A ground gravity survey starts this month and an induced polarisation survey next month. Then 3D modelling using the data will come up with drill targets.
Cyber security software and services provider Corero Network Security (CNS) says interim revenues are lower, but operating costs are unchanged. That means that the interim loss has increased. However, full year revenues are expected to be one-fifth higher, but higher investment in sales means that the loss will still be higher. Net cash was $3.6m at the end of June 2019.
Equals Group (EQLS) is raising up to £16m via a placing and open offer. The international payments company has raised £14m at 110p a share and up to £2m will come from the one-for-90 open offer. The cash will be used for acquisitions and working capital.
Tanfield (TAN) says that 49%-owned Snorkel International has moved back into profit in the second quarter of 2019, although the first half was still loss-making. Last year, the value of this investment in the access equipment supplier was cut from £36.3m to £19.1m.
Oil and gas producer President Energy (PPC) says that there should not be a material effect on its operations from a change in Argentinian president. Revenues are US dollar based and cash is held in the same currency, so the decline of the Argentinian peso should not be too much of a problem.
Anthony Laiker has subscribed £25,000 in Vela Technologies (VELA) at 0.1p a share. A general meeting has to approve the share issue to the executive director, as well as an issue of 6.25 million warrants exercisable at 0.15p. Approval of the conversion of £200,000 of loan notes plus interest into nearly 241 million shares will also require the company to be given the ability to issue more shares. Laiker would than own more than 301 million shares.
Gfinity (GFIN) is pulling out of its Australian joint venture because the esports company wants to focus its cash on the US and other important markets.
Workspace software provider Essensys (ESYS) says that its revenues were one-quarter higher at £20.5m in the year to July 2019. That was better than expected. Annual recurring revenues run rate is £17.3m.
Associated British Engineering (ASBE) made an increased loss of £1.81m, up from £582,000 the previous year. The company’s main pension fund remains a worry and there are ongoing discussions with the Pensions Regulator. There are net liabilities of £3.71m after the pension deficit of £4.98m.
Nanoco (NANO) generated revenues of £7.3m in the year to July 2019, more than double the previous year. The cadmium-free quantum dots developer had £7m in cash at the end of July and expects to have £6m at the end of 2019.
Highway Capital (HWC) has issued €30,000 of new convertible loan notes. These are convertible to a value in excess of 50% of the net asset value of the company at the time of conversion. The terms of an existing convertible loan note of £100,000 have been changed and the conversion price is 5p a share.
Shareholders in Avocet Mining (AVM) have voted against the resolution to wind up the company. This means that it is likely to go into administration unless there is a viable transaction that the board can assess.
Global Resources Investment Trust (GRIT) wanted shareholders to approve the voluntary liquidation of the company, but there is not enough support for the proposal. GRIT has sold 430 million shares in Kalia for £225,000 in order to provide working capital. A new board is being appointed to undertake a strategic review. James Normand will become chairman and Martin Lampshire as an executive director. Stephen Roberts will become a non-executive director.
IMC Exploration (IMC) has been awarded two additional licences in County Wexford. They adjoin an existing licence where there are indications of gold.
Book publisher Quarto (QRT) reduced its interim loss from $6.6m to $4m on flat revenues of $56.4m. There was a change in the mix of revenues with children’s books increasing revenues by14% and in geographic terms more of the revenues were in the US, which moved into profit. Net debt has fallen by 11% to $65m.
Zenith Energy (ZEN) says that drilling has commenced at well C-37 in the Jafarli oilfield.
Pendragon (PDG) is selling its Chevrolet dealership in California for £17.2m. GM can alternatively nominate another purchaser if it wants. The rest of the US business will be sold.
Inqo Investments Ltd (INQO) is investing in the South Lake Medical centre in Kenya. Other investors include Johnson and Johnson’s social impact fund. The total investment is $950,000, but Inqo’s contribution is not quantified. The medical centre was previously owned by a flower growing business and it caters for its workers.
Clean Invest Africa (CIA) has issued £130,000 worth of 8% convertible loan notes. They expire on 24 July 2020. The conversion price is 2.75p a share. Creditors have also agreed to accept payments of £54,000 in shares.
Sport Capital Group (SCG) had nearly £22,000 in the bank at the end of June 2019. There is also a 15% stake in Mighty Oak Exploration, which has exploration licences for cobalt and lithium in Uganda, and 2.4% in KKME, which has nickel and platinum prospecting licences in Botswana. A freehold property is in the books for £204,000.
Panther Metals (PALM) has raised £130,000 at 0.3p a share and the cash will help to finance the development of the company.
Parcel delivery business DX (DX.) says that figures for the year to June 2019 will be in line with expectations. That means that there will still be a small, but much reduced, loss. Revenues were 8% ahead at £322.5m. The loss of the passport delivery contract will hit this year but that will be offset by growth in the courier market. Net debt was £1.3m at the end of June 2019.
Cyber security services provider GRC International (GRC) has postponed its full year results because it is calculating deferred consideration payable for DQM Holdings. The expected deferred payment is £3.7m, which is higher than the original range. The deferred consideration should be 60% cash and 40% shares at 116.5p each. The share price has fallen to 49p. GRC wants to change the terms. GRC is loss-making and it wants to spread the cash payments. It may need to raise more cash.
Good news from Shield Therapeutics (STX) which has gained FDA approval for Feraccru in the US. The approval covers the treatment of iron deficiency, with or without anaemia, thanks to its high tolerability. This doubles the potential market for the treatment. Shield is in discussions with potential commercial partners. finnCap increased its target share price from 200p to 350p.
Safe credit card payments technology provider PCI Pal (PCIP) says that its full year loss will be in line with expectations of £4.6m. Total contract value in the US is £1.4m, which indicates that progress is being made in that important market. Net cash was £1.5m at the end of June 2019, although PCI Pal is awaiting a tax credit and some additional contract payments in the first quarter of this year. There could be scope to raise funds on the back of recurring revenues.
Document management software provider GetBusy (GETB) is growing its revenues internationally and its eponymous new software product GetBusy is reaching the point of a commercial launch. Net cash is £1.95m, which is plenty for the immediate requirements of the group.
Polarean Imaging (POLX) is raising £2.1m at 18p a share. Last December’s placing was at 14p a share. The medical imaging technology developer will use the cash to finance the phase III clinical trial for its technology, where patient enrolment should be complete in the third quarter of 2019, and preparations for a product launch. There will also be working capital to build polarisers for future orders.
Judges Scientific (JDG) says that order intake was 4% higher in the first half of 2019. Delivery times have also been reduced so the order book has fallen from 14 weeks to 132 weeks.
Tristel (TSTL) has acquired 80% of its Italian distributor for an initial £600,000. This should be earnings neutral this year. The disinfection products supplier generated revenues of £26m in the year to June 2019, which were 17% higher than last year. Underlying pre-tax profit will be £5.5m. Management is waiting for a response from the FDA in the US for the usability and human factors pilot.
Tri-Star Resources’ (TSTR) 40%-owned SPMP has produced the first antimony metal from its plant in Oman. There is expected to be a slow ramp up of production until full production is reached in 2020. The gold recovery circuit has yet to produce commercial levels of gold. SPMP needs to raise additional debt in order to cover the upcoming months prior to antimony production reaching breakeven levels. There are negotiations concerning the conversion of mezzanine debt into interest-free shareholder loans or shares. Tri-Star is expected to lose £500,000 this year. Although SPMP is not being consolidated, there will be a share of profit. That could eventually be as much as £10m a year.
CCTV technology provider Synectics (SNX) says that results will be second half weighted this year. Interim profit fell from £1.5m to £1.2m, but Shore still forecasts a rise in full year pre-tax profit from £2.9m to £4m. Net cash was £5.3m at the end of May 2019. The interim dividend was increased by 8% to 1.3p a share.
Trading in United Oil and Gas (UOG) shares has been suspended ahead of the conditional acquisition of the Egyptian oil and gas business of Rockhopper Exploration (RKH) for $16m, with an initial cash payment of $11m. The main asset is a 22% working interest Abu Sennan and share of production was 813 barrels of oil equivalent per day in 2018. Net book value was $13.8m at the end of 2018. United needs to raise cash for the deal and it is not expected to complete until the end of this year.
At the AGM of Trifast (TRI) the chairman said that the industrial fasteners supplier was growing strongly in the US, particularly in the electronics and automotive sectors. Debt facilities have been increased and management is seeking acquisitions. The uncertain economic environment in Europe has led to some delays in the production schedules of clients.
Pembridge Resources (PERE) says that its subsidiary Minto Explorations is getting a working capital facility from Sumitomo Corporation as part of an offtake agreement for 55,000 tonnes of copper concentrate. That lasts until the 55,000 tonnes is delivered or the end of 2020. There will be an advanced payment for 90% of the value of concentrate each month. There is an interest charge.
Zen Global has decided not to make a bid for World Trade Systems (WTS) because it could not come to an agreement with major shareholder Suzhou Weibao about buying its shares and convertibles in return for coins issued by ultimate holding company Zen Ltd. Zen wanted to use WTS to use as a shell in which to reverse its blockchain operations.
Spinnaker Opportunities (SOP) had cash of £880,000 at the end of June 2019. The company subsequently received a commitment to invest up to £1.4m from a single investor conditional on the deal to acquire medicinal cannabis company Kanabo Research. The deal documentation is being prepared.
Arbuthnot Banking (ARBB) improved its underlying pre-tax profit from £2.7m to £3.4m in the first half of 2019. The interim dividend has been raised from 15p a share to 16p a share. The recent residential mortgage portfolio acquisition was after the end of June. The strategy is to diversify the business and asset-based lending and specialist finance are being built up. Savings platform Arbuthnot Direct has recently been launched. The core private banking operations of Arbuthnot Latham are still growing, though. The shareholding in Secure Trust Bank has been sold down to below 10%, which means it is no longer consolidated. The change from associate led to a write down and NAV declined to £13.21 a share.
VI Mining (VIM) has so far paid $9.1m in cash to the vendors of the Minaspampa and Rosario projects in Peru. There is still $42.2m outstanding 18 months after the acquisition agreement was signed. Majority shareholder Sumner Group Holdings is raising money from a security token offering, which could be completed in the autumn. Some of the proceeds will be used to replace existing facilities and help to pay outstanding acquisition considering, pending renegotiation of the deal. Chief executive David Sumner has provided a $10m term loan, plus a £39m facility of which $3m has been drawn down. There is $1.2m outstanding on the Tassili Jewellery LLC loan facility.
AfriAg Global (AFRI) has completed its acquisition of a 2.325% stake in cannabis company Apollon Formularies. The Jamaican subsidiary has produced its first licensed medical cannabis oils for commercial sale on the island.
MetalNRG (MNRG) has published a prospectus for its move to a standard listing on 23 July. It has raised £193,000 at 0.3p a share.
Clean Invest Africa (CIA) says that its CoalTech subsidiary has signed a joint venture agreement with Creon Capital covering Russia and nearby countries. CoalTech is negotiating with other potential partners to set up operations in Europe, Indonesia and the US.
Tectonic Gold (TTAU) says its mining subsidiary has received approval for the R and D tax incentive scheme in Australia for 2018-19. A claim is being prepared.
Share trading has recommenced in Ganapati (GANP) after it published results for the year to January 2019. There was a cash outflow from operations of £23.8m. Since January, two new games have been generated each month.
Focusrite (TUNE) has acquired Germany-based studio monitor loudspeakers supplier Pro Audio for £16.2m in cash and it will still have £12m left in the bank. Pro Audio supplies ADAM branded products and made a pre-tax profit of €1m. This is an earnings enhancing acquisition. The businesses will operate separately but work together to develop cross-selling benefits.
Swallowfield (SWL) is selling its manufacturing business to the much larger US manufacturer Knowlton Development Corporation for £35m in order to concentrate on its portfolio of personal care and beauty brands. This should leave net cash of £23m in Swallowfield and this will be used to acquire more brands. The company is changing its name to Brand Architekts Group.
Lawyer Gateley (GTLY) grew all its main operations. Acquisitions helped revenues to increase by one-fifth to £103.5m in the year to April 2019, but there was still organic growth of 9.5%. Pre-tax profit improved from £15.4m to £18.1m. The dividend was raised from 7p a share to 8p a share. Corporate business grew more modestly than other parts of the business, but this was impressive given market conditions for corporate deals. A profit of £21m is forecast for this year.
Victoria (VCP) has raised €330m via an issue of 5.25% senior secured notes 2024. This offer was three times subscribed. The floorcoverings manufacturer is using the money to refinance existing debt and will have £80m of cash after the issue.
Packaging machinery supplier Mpac Group (MPAC) is trading significantly ahead of expectations. Equity Development has increased its 2019 operating profit forecast from £4.6m to £5.5m.
Adamas Finance Asia (ADAM) has completed a co-investment agreement with a Hong Kong-based family office for the investment in Japanese resort business Infinity Capital Group. The family office will pay Adamas $1m of the $2m already drawn by Infinity and the other $2m will be provided 50/50 by the two parties. The facility has a coupon of 17.5% per annum. This deal provides cash to invest in other opportunities. Adamas took advantage of a dip in the share price to buy back £30,400worth of shares at 38p each.
Velocys (VLS) has raised £7m at 3p a share on the back of news that Shell and British Airways will co-fund the development of the Immingham biorefinery project. The cash will be used for further technology development and to progress the Mississippi biorefinery project.
Block Energy (BLOE) has completed the increase from a 71.5% to 100% of its working interest in the West Rustavi field in Georgia. The cash and shares payment means tha Georgia Oil and Gas has increased its stake in Block to 7.7%. Miton has cut its stake from 9.17% to 4.73%.
Mortice (MORT) has decided to cancel its AIM quotation and is offering shareholders the chance to sell their shares for 12p each. A lack of liquidity and a weak share price making it difficult to finance acquisitions are the main reasons for leaving AIM.
Albert Technologies Ltd (ALB) also wants to leave AIM, but it is not offering an exit for shareholders. It believes it can attract investors, but they would prefer to invest in an unquoted company.
Science Group (SAG) has been buying more shares in Frontier Smart Technologies (FST) at the bid price of 35p each and it has built up a 39.9% stake. It also has 3.1% acceptances for its bid.
Mirada (MIRA) has integrated Netflix into its set-top box platform and this will make its technology even more attractive to broadcasters.
Bangladesh has brought in a law that all listed companies have to pay at least 30% of post-tax profit, or an extra 10% tax charge will be levied. Beximco Pharmaceuticals (BXP) is assessing the legislation and will consider how best to manage cash.
Novacyt (NCYT) has sold its loss-making clinical labs business for £400,000 and it will concentrate on diagnostics businesses Primerdesign and Lab21. The first instalment of £100,000 has been paid and £100,000 more is due in September, but the rest will be paid in three equal instalments on the first, second and third anniversaries of the deal.
Spinnaker Opportunities (SOP) has received a commitment to invest up to £1.4m from a single investor conditional on the deal to acquire medicinal cannabis company Kanabo Research. The investment will be for a maximum of 4.99% of the enlarged share capital, although if there is any of the £1.4m left it could be invested in a convertible loan note. The investment underpins the expected acquisition-related fundraising and a fee of 10% of the investment is payable.
General meeting resolutions to wind-up Avocet Mining (AVM) were withdrawn at its general meeting. This comes after discussions with shareholders. There is a few weeks cash left in the business and any potential transaction would have to come with finance to cover the costs of an acquisition process.
Dukemount Capital (DKE) has commenced construction of 17 specially developed apartments and retail space on its West Derby property.
Fashion On Screen has listed on the Vienna Stock Exchange, which has European Growth Market status by the HMRC. This means that there is no stamp duty. The company had previously considered a listing on the Nasdaq First North market in Copenhagen. Fashion On Screen has raised more than £3m prior to its listing. A film based on the kidnapping of racing driver Juan Fangio in Cuba in 1958 could start before the end of the year (for more about the background to the story listen to https://www.bbc.co.uk/programmes/p055fjfx).
AIM-quoted Aquis Exchange (AQX) is acquiring NEX Exchange from CME Group Inc, which bought it as part of its £3.9bn takeover of NEX Group. Aquis will pay £1, plus £2.7m for working capital requirements. The deal requires FCA approval so it is unlikely to complete before the autumn.
Arbuthnot Banking Group (ARBB) is purchasing a residential mortgage portfolio for £258m. The loan portfolio has £266m outstanding and the yield is 3.6%.
Equatorial Mining and Exploration (EM.P) is raising £1.3m via a share issue at 0.1p a share and loan notes worth £904,000, which are convertible at the same share price. The cash will be used to acquire Rwanda-based Eastinco.
MESH Holdings (MESH) has reached an early agreement to exercise the option to acquire Sentiance. MESH will issue 4,000 shares for each Sentiance share. Sentiance will have €19m in cash when the deal completes. More than 404 million MESH shares will be issued, which is nearly two-thirds of the enlarged share capital. Trading in the shares is suspended until a circular is published in order to gain shareholder approval.
The forecast 2018-19 loss for health and community care properties developer and modular buildings supplier Ashley House (ASH) has been increased from £1m to £1.6m following clarity about what deals were signed prior to the year end. A return to profit is expected this year.
Ace Liberty and Stone (ALSP) has announced a third interim dividend of 0.84p a share. The ex-dividend date is 11 July.
NQ Minerals (NQMI) has extended its A$4m loan facility to 5 September. The two month extension cost A$160,000.
Gunsynd (GUN) has invested a further $130,000 in Oyster Oil and Gas, taking its stake to 30%.
Trading in Ganapati (GANP) shares has been suspended because accounts for the year to January 2019 have not been published.
Wheelsure Holdings (WHLP) has appointed Cairn as its corporate adviser.
Science Group (SAG) has launched a 35p a share cash bid for Frontier Smart Technologies (FST) and that is higher than the indicative offer of 30p a share. Frontier advises that shareholders take no action and says that it has received approaches from other parties and there are discussions with one of them about the structure and pricing of any deal.
Independent directors of FFI Holdings (FFI) are recommending a bid of 25p a share, which values the film completion insurance provider at £39.5m. The mandatory offer comes two years after FFI floated at 150p a share.
IMImobile (IMO) continues to grow strongly in the Americas and Europe with 42% growth in revenues last year. The cloud and mobile services provider increased total revenues by 28% to £142.7m, with organic growth of 14% on a constant currency basis. Net debt was £7.5m at the end of March 2019 and cash generation is strong. Thee was £14.6m generated from operating activities last year.
Plastic components and packaging producer Synnovia (SYN) has refinanced its debt. The maximum amount available is £25.3m. The maturity has been extended from June 2021 to June 2023. The full year results will be published on 9 July.
Bango (BGO) has partnered with appScatter (APPS) in order to help the latter’s app development clients to grow in-app revenues.
Gfinity (GFIN) has generated better than expected revenues in the year to June 2019. The esports company expects to breakeven by 2021.
Mirriad Advertising (MIRI) is raising £14.18m via a placing at 15p a share, while an open offer could raise up to £3.94m. Revenues remain modest and the cash is required to cover continuing losses. Cash consumption is running at £1m a month and 2019 revenues of £1.1m are anticipated.
Churchill China (CHH) has generated higher than expected revenues in the hospitality sector, particularly in Europe. Full year trading will be ahead of expectations. The interims will be announced on 29 August.
Mirada (MIRA) is raising £2.1m from the sale of its Mirada Connect car park payment services business to part of VW. The business generated revenues of £633,000 and pre-tax profit of £122,000 in the year to March 2019. This will enable Mirada to concentrate on its digital TV business, where annual revenues are approaching $12m. Mirada had net debt of $4.9m at the end of March.
LightwaveRF (LWRF) has signed an agreement with Google to jointly market Lightwave compatible smart speakers that provide voice-controlled lighting.
Intelligent Ultrasound (MED) has secured its first OEM agreement for its AI-based imaging software and the share price nearly doubled on the back of the deal. The technology will be integrated into ultrasound systems. Initial royalties are expected in 2021.
Cellcast (CLTV) plans to sell its operating subsidiary to its management team, but it is unlikely to generate a good price because of its poor performance. The company will become a shell. Fraser Cropper of e-cigarette company Totally Wicked has taken a 3.7% stake.
InnovaDerma (IDP) has reassured investors that it is on course to more than double pre-tax profit to £1.5m in the year to June 2019. The pharma and beauty products supplier had £1.7m in the bank at the end of June 2019, which is better than expected. It is still down from £1.9m one year earlier.
Associated British Engineering (ASBE) has appointed FRP Advisory to find a buyer for loss-making British Polar Engines Ltd. There is a deficit of £1.35m on the pension scheme.
Argo Blockchain (ARB) has announced further outperformance by its crypto mining activities as the bitcoin price continues to recover. The company had £3.07m of crypto assets in the balance sheet at the end of June 2019, which is more than £200,000 more than expected. Additional equipment is being acquired.
Rainbow Rare Earths (RBW) is raising £4.3m at 3p a share. The money will finance production growth at the Gakara rare earth project. There should be some cash left to pay for additional drilling.
Papillon Holdings (PPHP) has revised its 2018 accounts. The original version did not reflect two transactions with director James Longley.
Gulf Keystone Petroleum (GKP) has paid an initial dividend of 5.68p a share with a further dividend double that level (depending on exchange rates) due to be paid after the interim figures are published.
Boston International Holdings (BIH) has returned from suspension following the termination of the reverse takeover of Cornhill FX, which was first announced in August 2017. Boston could not raise the cash required. Management is assessing future strategy. The costs of the proposed transaction mean that cash is below £150,000, which is less than 50% of share capital.
Renewable energy supplier Good Energy (GOOD) says that holding back on operating expenditure has offset the downturn in demand due to warmer weather. Profit will be weighted to the first half. Good is investing in electric vehicle platform Zap-Map.
Brewer Daniel Thwaites (THW) reported a more than halved pre-tax profit from £9.8m to £4.5m. Turnover improved from £92.2m to £96.9m and the profit decline was mainly due to a non-cash swing from gain to loss on swaps and a pension adjustment. Operating profit was flat at £12.9m. The Inns business improved its profit and individual pubs are making a higher profit contribution, but hotels profit declined. The total dividend was maintained at 3.36p a share. Net debt was £69.7m at the end of March 2019, while NAV was £180.7m. The pension liability has fallen from £34.9m to £24.8m.
KR1 (KR1) has sold 70,079 tokens in the Cosmos Network for $361,000. The average cost of the tokens was $0.10 each and they were sold for $5.14 each. KR1 has also generate a further 7,008 tokens from staking activities and these were sold for $6.93 each.
There was a sharp rise in the share price of TechFinancials Inc (TECH) but much of this gain was lost by the end of the week. There does not appear to be a reason for the rise. Full year results should be published this week. There will be an operating loss. There was $1.1m in the bank at the end of May 2019. The company is still waiting for approval from the Seychelles authorities for the €100,000 disposal of MarketFinancials. There will be write-downs of the value of diamond trading blockchain developer CEDEX and MarketFinancials.
EPE Special Opportunities Ltd (ESO) had a NAV of 272.02p a share at the end of May 2019. The company intends to start buying back shares and these purchases could exceed 25% of the average daily volume of ordinary shares.
Shareholders have approved the plan of Oyster Oil and Gas to distribute the shares of its main subsidiary to settle indebtedness and certain creditors. These include Gunsynd (GUN) although the exact shareholding has yet to be announced. Production sharing contracts in Madagascar and Djibouti are owned by the subsidiary. Gunsynd has raised £500,000 at 0.037p a share.
Trading in Via Developments (VIA1) debentures has recommenced following the publication of figures for 18 months to September 2018. The company has net liabilities of £329,000 with long-term debt of £5.68m offset by cash of £91,000. A subsidiary is securing debt and equity for a project that will generate management fees fir Via, but that won’t happen until September.
Clean Invest Africa (CIA) is holding a general meeting on 3 July in order to gain shareholder approval for the acquisition of the 97.5% of Coal Tech and its related business that it does not own for £27.2m in shares at 2.75p each. CoalTech transforms discarded coal into coal pellets.
Lombard Odier sold 1.65 million shares in Chapel Down Group (CDGP) at 75p a share, reducing its stake to 11.5%. Chief executive Frazer Thompson exercised 2.39 million options at 12.5p a share and finance director Richard Woodhouse exercised 200,000 options at 10p a share and all these shares were sold at 75p each.
Frontier Smart Technologies (FST) has received another bid approach. Previous potential bidder Science Group (SAG) has built up a 28.3% stake in Frontier so it is in a strong position. It says that it does not intend to sell the shares to another bidder and could block any move to cancel the AIM quotation.
Park Group (PARK) increased investment in the business last year and this knocked underlying pre-tax profit progress which was flat at £12.5m, before asset write-downs. The dividend was increased by 5% to 3.2p a share. There was a smaller contribution from Christmas savings, but growth from corporate promotions and incentives offset that. Increasingly, business is card-based. There was £36.9m of the company’s own cash at the end of March 2019. There will be a dip in profit this year due to higher overheads and profit growth should resume in 2020-21. Chief executive Ian O’Doherty has bought 30,000 shares at 69.5p each.
Stanley Gibbons (SGB) has resolved claims against former management at antique dealer Mallett and this will result in a cash inflow of £850,000 over 12 months.
Safestyle (SSTY) has acquired the freehold of a 161 bed hostel in Pisa for €3.25m. This takes the company’s portfolio to 14 hostels, including the Paris site that is under construction.
Last year was about OnTheMarket (OTMP) building up the number of agencies on its property portal and increasing the number of homebuyers looking at the properties advertised. The rival to Rightmove and Zoopla needs to convert these agencies into fee payers and that process has just started. OnTheMarket will continue to be loss-making this year with higher marketing spending likely to offset higher revenues. Cash is expected to fall from £15.7m to £6.6m at the end of January 2019.
NWF (NWF) did better than expected in the year to May 2019. The feeds business was slightly behind the previous year, but new business helped the food warehouse business to significantly improve its performance and fuels did better than expected despite the milder winter, although behind the previous year. The results will be published on 30 July.
Industrial equipment distributor HC Slingsby (SLNG) says that pressure on margin means that operating profit in the four months to April 2019 is lower, even though revenues are slightly higher. Uncertainty over Brexit is affecting levels of demand in the first half of 2019. Net debt was £1.3m at the end of May 2019.
The actuarial deficit on the Molins UK Pension Fund has been cut from £69.9m to £35.2m over a three-year period. Mpac (MPAC) believes the deficit should be eliminated by July 2024. That is based on maintained payments into the scheme.
Filta (FLTA) says that its figures will be more skewed towards the second half. This is partly down to the integration of the Watbio grease management business. There has been growth in the FiltaSeal business and the North American FiltaFry fryer management franchise business.
Avingtrans (AVG) has acquired the Booth Industries specialist door manufacturing business from the administrator of Redhall (RHL) for £1.8m in cash. Booth made a pre-tax profit of £300,000 last year.
Full year results from fasteners supplier Trifast (TRI) were slightly better than expected. Revenues were 6% ahead at £209m, while re-tax profit was a similar percentage higher at £23.5m. The dividend was increased by 10% to 4.25p a share. Trading remains tough.
Aquila Services (AQSG) has acquired education and sports consultancy Oaks Consultancy for up to £1.7m in cash and shares. In the year to March 2019, Oaks made a pre-tax profit of £254,000 on revenues of £909,000.
Bluebird Merchant Ventures Ltd (BMV) is converting $2.89m of loans into 121.5 million shares. Management made most of the loans and chief executive Colin Patterson will end up with 19.1% of Bluebird. Bluebird is debt-free.
Standard list shell Safe Harbour Holdings (SHH) lost £2.3m in 2018 due to overheads and due diligence costs. There is still £26.9m in the bank.
Cadence Minerals (AIM/NEX: KDNC; OTC: KDNCY) is pleased to announce that it has raised £1.3 million through a placing (“Placing”) of 866,666,663 new ordinary shares (“Placing Shares”) in the capital of the Company with new and existing investors. The Placing is being made at an issue price of 0.15 pence per share (“Placing Price”), representing approximately 21% discount to closing price of the Company’s ordinary shares on the business day prior to this announcement.
The Company expects to use the proceeds of this fundraise to fulfil the initial exploration expenditure on the Australian lithium assets, as announced on the 4 March 2019, ongoing due diligence and project review across several potential investments and for general working capital.
The Company has entered into a placing agreement (“Placing Agreement”) with WH Ireland pursuant to which terms WH Ireland agreed to arrange the Placing. The Company has given certain customary warranties and indemnities under the Placing Agreement in favour of WH Ireland. Completion of the Placing is subject to the satisfaction of the conditions contained in the Placing Agreement including, but not limited to, Admission.
Your attention is drawn to the detailed terms and conditions of the Placing set out in the Appendix to this Announcement (which forms part of this Announcement).
The Appendix to this Announcement contains the detailed terms and conditions of the Placing and the basis on which investors agreed to participate in the Placing. The Placing has not been underwritten by WH Ireland. Placees are deemed to have read and understood this Announcement in its entirety, including the Appendix, and to have made their offer on the terms and subject to the conditions contained herein and to have given the representations, warranties, undertakings and acknowledgements contained in the Appendix to this Announcement.
The Placing Shares will be issued, credited as fully paid, and will rank pari passu with the existing Ordinary Shares in issue in the capital of the Company, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of such shares after the date of their issue.
Admission and Settlement
Application will be made for the admission to trading on the AIM market (“AIM”) of London Stock Exchange plc (“LSE”) and to the NEX Exchange Growth Market (“NEX”) which is operated by NEX Exchange Limited (“NEXE”) of the Placing Shares (“Admission”). Admission is expected to occur on or around 08 April 2019. Following Admission, the Company will have 8,718,107,002 Ordinary Shares in issue. There are no shares held in treasury. The total voting rights in the Company is therefore 8,718,107,002 and Shareholders may use this figure as the denominator by which they are required to notify their interest in, or change to their interest in, the Company under the Disclosure Guidance and Transparency Rules.
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 the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.
– Ends –
For further information, please contact:
Cadence Minerals plc
+44 (0) 207 440 0647
WH Ireland Limited (NOMAD & Broker)
+44 (0) 207 220 1666
Novum Securities Limited (Joint Broker)
+44 (0) 207 399 9400
TERMS AND CONDITIONS OF THE PLACING
THE PLACING ANNOUNCEMENT (“ANNOUNCEMENT”) OF CADENCE MINERALS PLC (THE “COMPANY” OR “CADENCE”) WHICH ACCOMPANIES THESE TERMS AND CONDITIONS AND THE INFORMATION CONTAINED IN THE ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM A PROHIBITED JURISDICTION.
TERMS DEFINED IN THE ANNOUNCEMENT SHALL HAVE THE SAME MEANINGS IN THESE TERMS AND CONDITIONS, SAVE AS DEFINED OR PROVIDED FOR OTHERWISE.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THESE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 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 THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC (AS AMENDED BY DIRECTIVE 2010/73/EC)) AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY 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 AND ARE “INVESTMENT PROFESSIONALS” FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER”); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC”) OF THE ORDER; AND (C) PERSONS OUTSIDE OF THE UNITED KINGDOM TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED IN COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS OF THE STATE IN WHICH THEY ARE A NATIONAL AND/OR RESIDENT (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”).
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 THESE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THESE TERMS AND CONDITIONS DO NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THE ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THE ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.
EACH PLACEE (BEING THE PERSON PROCURED BY WH IRELAND LIMITED (“WH IRELAND”)) TO SUBSCRIBE FOR PLACING SHARES SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF ANY INVESTMENT IN PLACING SHARES.
Persons who are invited to and who choose to participate in the Placing, by making (or on whose behalf there is made) an oral or written offer to subscribe for Placing Shares (the “Placees”), will be deemed to have read and understood the Announcement, including these Terms and Conditions, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in these Terms and Conditions. In particular, each such Placee represents, warrants and acknowledges to WH Ireland and the Company that:
1. 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 in that capacity; and
2. in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (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 any Member State of the European Economic Area (the “EEA”) which has implemented the Prospectus Directive other than Qualified Investors or in circumstances in which the prior consent of WH Ireland has been given to the offer or resale; or (b) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons.
The Company and WH Ireland will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings. WH Ireland does not make any representation to any Placees regarding an investment in the Placing Shares referred to in the Announcement (including these Terms and Conditions).
This Announcement does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unauthorised or unlawful and any failure to comply with these restrictions may constitute a violation of applicable securities laws in such jurisdiction. This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in any jurisdiction in which it is unlawful to do so (“Prohibited Jurisdiction”). Persons (including, without limitation, custodians, nominees and trustees) into whose possession the Announcement and these Terms and Conditions may come are required by the Company to inform themselves about and to observe any restrictions of transfer of the Announcement. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.
In particular, the Placing Shares referred to in the Announcement have not been and will not be registered under the Securities Act or any laws of or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. No public offering of the Placing Shares or any other securities is being made in the United States. No money, securities or other consideration from any person inside the United States is being solicited pursuant to the Announcement or the Placing and, if sent in response to the information contained in the Announcement, will not be accepted. This Announcement is not an offer of securities for sale into the United States.
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 the 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; and the Placing Shares have not been nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of a Prohibited Jurisdiction. 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 a Prohibited Jurisdiction.
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; and (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 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 (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties (each as defined in MiFID II); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the 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 Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offer.
For the avoidance of doubt, the 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.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of these Terms and Conditions or the Announcement of which it forms part should seek appropriate advice before taking any action.
Terms defined elsewhere in the Announcement have the same meaning in these Terms and Conditions, unless the context requires otherwise.
Various dates referred to in the Announcement are stated on the basis of the expected timetable for the Placing. It is possible that some of these dates may be changed. The expected date for Admission is on or around 08 April 2019 and, in any event, the latest date for Admission is 25 April 2019 (the “Long Stop Date”).
WH Ireland has entered into a Placing Agreement with the Company under which WH Ireland has undertaken to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price, being 0.15 pence per Placing Share, on the terms and subject to the conditions set out in these Terms and Conditions. To the extent WH Ireland does not procure subscribers for Placing Shares as required, including those Placees procured by the Company, WH Ireland will not itself subscribe for such shares.
These Terms and Conditions give details of the terms and conditions of, and the mechanics of the participation of the Placees in, the Placing.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares in issue (“Existing Ordinary Shares”), including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of the Existing Ordinary Shares after the date of issue of the Placing Shares.
WH Ireland and the Company reserve the right to scale back the number of Placing Shares to be allotted to any Placee in the event of an oversubscription under the Placing. WH Ireland and the Company also reserve the right not to accept offers for Placing Shares or to accept such offers in part rather than in whole.
Each Placee will be required to pay to WH Ireland, on the Company’s behalf, an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee is required to be allotted in accordance with the terms set out in or referred to in these Terms and Conditions. Each Placee’s obligation to be allotted and pay for Placing Shares under the Placing will be owed to each of the Company and WH Ireland. Each Placee will be deemed to have read these Terms and Conditions in their entirety.
Neither WH Ireland nor or any shareholder, director, officer, employee or agent of WH Ireland or any of their group companies will have any liability (subject to applicable legislation and regulations) to Placees or to any person other than the Company in respect of the Placing.
Application for Admission to Trading on AIM
Application will be made to the LSE for the Placing Shares to be admitted to trading on AIM and on the NEX. It is expected that Admission will take place at 8.00 am on or around 08 April 2019 (or such later date as may be agreed between the Company and WH Ireland, provided that such date is no later than 25 April 2019 (the “Long Stop Date”).
Participation in, and principal terms of, the Placing
Participation in the Placing is only available to persons who may lawfully be, and are, invited to participate in it by WH Ireland.
1. WH Ireland is arranging the Placing as sole placing agent and broker of the Company.
2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by WH Ireland. WH Ireland and its respective affiliates are entitled to acquire Placing Shares as principal.
3. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion. The final allocations of the Placing Shares (including as to the identity of the Placees and the number of shares allocated to each Placee at the Placing Price) shall be determined by WH Ireland in their absolute discretion.
4. Each Placee’s allocation will be confirmed to Placees orally, or by email, by WH Irelandand a trade confirmation or contract note will be dispatched as soon as possible thereafter (the “Contract Note”). These Terms and Conditions will be deemed to be incorporated into the Contract Note. WH Ireland‘s oral or emailed confirmation to such Placee will constitute an irrevocable and legally binding commitment upon such person (who will at that point become a Placee) in favour of WH Ireland and the Company, under which it agrees to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in these Terms and Conditions (which are deemed to be incorporated in such trade confirmation or contract note) and in accordance with the Company’s articles of association (“Articles of Association”).
5. Any acquisition of Placing Shares will be made on the terms and subject to the conditions in these Terms and Conditions and will be legally binding on the Placee on behalf of which it is made and, except with WH Ireland‘s consent, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, to pay WH Ireland (or as WH Ireland may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares for which such Placee has agreed to subscribe. Each Placee’s obligations will be owed to WH Ireland.
10. Irrespective of the time at which a Placee’s allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under “Settlement”.
11. All obligations under the Placing will be subject to fulfilment of the conditions referred to below under “Conditions to the Placing” and to the Placing not being terminated on the basis referred to below under “Conditions to the Placing”.
12. By participating in the Placing, each Placee agrees 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.
13. To the fullest extent permissible by law and the applicable rules of AIM, neither WH Ireland not any of its respective affiliates shall have any liability to 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 WH Ireland shall not have any liability to the Placees for the failure of the Company to fulfil those obligations. In particular, neither WH Ireland nor any of its affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Placing.
14. In making an investment decision, Placees must rely on their own examination of the Company and its prospects and the terms of the Placing, including the merit and risks involved in investing in the Placing Shares.
15. Settlement will occur on a date to be advised but is expected to be on or around 08 April 2019 (“Closing Date”).
All such times and dates will be subject to amendment at WH Ireland’s discretion, except that in no circumstances will the date scheduled for Admission be later than the Long Stop Date.
The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require a prospectus in the United Kingdom or in any other jurisdiction. No offering document or prospectus has been or will be submitted to be approved by the Financial Conduct Authority, the LSE, NEXE or any other regulatory body in relation to the Placing and Placees’ commitments in respect of Placing Shares will be made solely on the basis of the information contained in the Announcement and the terms and conditions contained in these Terms and Conditions.
Settlement of transactions in the Placing Shares will take place inside the CREST system.
Settlement of transactions in the Placing Shares will, unless otherwise agreed, take place on a delivery versus payment basis within the CREST system administered by Euroclear UK and Ireland Limited (“CREST”).
The Company will procure the delivery of the Placing Shares to CREST accounts operated by WH Ireland for the Company and WH Ireland will enter its delivery (DEL) instructions into the CREST system. The input to CREST by each Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.
The Company reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to any Placee in any form it requires if, in WH Ireland’s opinion, delivery or settlement is not possible or practicable within CREST or would not be consistent with the regulatory requirements in the Placee’s jurisdiction.
Following the close of the Placing, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note stating the number of Placing Shares, the Placing Price and the subscription amount payable to be allocated to it and will be required to provide WH Ireland with funds sufficient to purchase such securities prior to the Closing Date.
Each Placee is deemed to agree that, if it does not comply with these obligations, the Company 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 Company’s account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee’s behalf.
It is expected that settlement will take place on or about 08 April 2019 in CREST on a T+10 basis in accordance with the instructions set out in the trade confirmation. Settlement will be through WH Ireland against CREST ID: 601 A/C: WRCLT.
Following the close of the Placing, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation(s) stating the number of Placing Shares to be allocated to it at the Placing Price and settlement instructions.
Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the applicable registration and settlement procedures, including if applicable, CREST rules and regulations and settlement instructions that it has in place with WH Ireland.
If the Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.
Trade date: 25 March 2019
Settlement date: 08 April 2019 (Electronic)
ISIN code for the Placing Shares: GB00B067JC96
No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee’s nominee provided that the Placing Shares are not issued to a person whose business is or includes issuing depositary receipts or the provision of clearance services or to an agent or nominee for any such person.
The agreement to settle a Placee’s subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, UK stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor WH Ireland 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 WH Ireland in the event that the Company or WH Ireland has 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 WH Ireland 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 by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.
WH Ireland has entered into the Placing Agreement with the Company under which WH Ireland has agreed on a conditional basis to use its reasonable endeavours as agent of the Company to procure Placees at the Placing Price for the Placing Shares. WH Ireland is granted standard placing commissions and broker warrant over ordinary shares.
Conditions to the Placing
The Placing is conditional on, among other things:
1. the Company having complied with its obligations and satisfying all conditions to be satisfied by them under the Placing Agreement or these Terms and Conditions which fall to be performed or satisfied on or prior to Admission;
2. the Placing Agreement not being terminated in accordance with its terms by WH Ireland;
3. Admission taking place by the relevant time and date to be stated in the Announcement; and
4. the Placing Agreement becoming unconditional in all other respects.
· any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived (if capable of being waived) by WH Ireland by the respective time or date where specified (or such later time or date as the Company and WH Ireland may agree);
· any of such conditions becomes incapable of being fulfilled; or
· the Placing Agreement is terminated in the circumstances specified below,
the Placing in relation to the Placing Shares will lapse and the Placee’s rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.
WH Ireland may, in its absolute discretion, upon such terms as it thinks fit, waive compliance by the Company with certain of the Company’s obligations in relation to the conditions in the Placing Agreement save that the certain conditions including the condition relating to Admission taking place may not be waived. Any such extension or waiver will not affect the Placees’ commitments as set out in the Announcement.
WH Ireland reserves the right to waive or extend the time and or date for the fulfilment of any of the conditions in the Placing Agreement to a time no later than 8.00 a.m. on the Long Stop Date.
If any condition in the Placing Agreement is not fulfilled or waived by WH Ireland by the relevant time, the Placing will lapse and each Placee’s rights and obligations in respect of the Placing will cease and terminate at such time.
Neither the Company nor WH Ireland 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 it 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 Company and WH Ireland.
The Placing Agreement may be terminated by WH Ireland at any time prior to Admission in certain circumstances including, among other things, following the Company failing to comply with its obligations under the Placing Agreement or the occurrence of certain force majeure events. The exercise of any right of termination pursuant to the Placing Agreement, any waiver of any condition in the Placing Agreement and any decision by WH Ireland whether or not to extend the time for satisfaction of any condition in the Placing Agreement will be within the absolute discretion of WH Ireland. Following Admission, the Placing Agreement is not capable of rescission or termination in respect of the Placing.
The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by WH Ireland of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of WH Ireland, and that WH Ireland need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise.
The offering of Placing Shares and the agreement arising from acceptance of the Placing is personal to each Placee and does not constitute an offering to any other person or to the public. A Placee may not assign, transfer, or in any other manner, deal with its rights or obligations under the agreement arising from the acceptance of the Placing, without the prior written agreement of WH Ireland in accordance with all relevant legal requirements.
A Placee’s entitlement to receive any Placing Shares under the Placing will be conditional on WH Ireland‘s receipt of payment in full for such Placing Shares by the relevant time to be stated in the written confirmation referred to above, or by such later time and date as WH Ireland and the Company may in their absolute discretion determine, and otherwise in accordance with that confirmation’s terms.
If any Placee fails to make such payment by the required time for any Placing Shares:
(1) the Company may release itself, and (if at its absolute discretion it decides to do so) will be released from, all obligations it may have to allot and/or issue any such Placing Shares to such Placee or at its direction which are then unallotted and/or unissued;
(2) the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any such Placing Shares to the full extent permitted under its Articles of Association or by law and to the extent that such Placee then has any interest in or rights in respect of any such shares;
(3) the Company or WH Ireland may sell (and each of them is irrevocably authorised by such Placee to do so) all or any of such shares on such Placee’s behalf and then retain from the proceeds, for the account and benefit of the Company relating to (or where applicable and in relation to (iii) below only, WH Ireland): (i) any amount up to the total amount due to it as, or in respect of, allotment monies, or as interest on such monies, for any Placing Shares, (ii) any amount required to cover any stamp duty or stamp duty reserve tax arising on the sale, and (iii) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale; and
(4) such Placee will remain liable to the Company and to WH Ireland for the full amount of any losses and of any costs which either of them may suffer or incur as a result of it (i) not receiving payment in full for such Placing Shares by the required time, and/or (ii) the sale of any such Placing Shares to any other person at whatever price and on whatever terms as are actually obtained for such sale by or for it. Interest may be charged in respect of payments not received by WH Ireland for value by the required time referred to above at the rate of two percentage points above the base rate of Barclays Bank plc.
Placees’ representations, warranties and undertakings to the Company and WH Ireland
By agreeing with WH Ireland to acquire Placing Shares under the Placing, each Placee (and any person acting on a Placee’s behalf) irrevocably acknowledges and confirms and represents and warrants and undertakes to, and agrees with, each of the Company and WH Ireland (in its capacity as placing agent) and each of its affiliates, in each case as a fundamental term of such Placee’s acceptance of its Placing participation and of the Company’s obligation to allot and/or issue any Placing Shares to it or at its direction, that:
(a) it has read the Announcement in full, including these Terms and Conditions, and agrees to and accepts all the terms set out in the Announcement, including these Terms and Conditions and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained therein;
(b) its rights and obligations in respect of the Placing will terminate only in the circumstances referred to in these Terms and Conditions and will not be subject to rescission or termination by it in any circumstances;
(c) it accepts that the content of the Announcement is exclusively the responsibility of the Company and that neither WH Ireland nor any person acting on its respective behalf has or shall have any liability for any information, representation or statement contained in the Announcement or any information previously published by or on behalf of the Company and will not be liable for any Placee’s decision to participate in the Placing based on any information, representation or statement contained in the Announcement or otherwise;
(d) the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in the Announcement and any information previously published by the Company by notification to a Regulatory Information Service, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by any WH Ireland or the Company or their respective directors, employees, officers or agents or any other person and neither of WH Ireland nor the Company, including employees or agents nor any person acting on behalf of any of WH Ireland or the Company will be liable for any Placee’s decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement;
(e) it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;
(f) it has not been, and will not be, given any warranty or representation in relation to the Placing Shares or to the Company or to any other member of its Group in connection with the Placing, other than (i) as included in the Announcement by the person(s) responsible for the Announcement, (ii) by the Company as included in this document, and (iii) by the Company to the effect that (1) the Announcement will comply with all relevant requirements of the AIM Rules for Companies at the time of its publication and (2) at the time that the Placee enters into a legally binding commitment to be allotted Placing Shares pursuant to the Placing the Company will not then be in breach of its obligations under the AIM Rules for Companies or applicable law to disclose publicly in the correct manner all such information as is required to be so disclosed by the Company;
(g) it has not relied on any representation or warranty in reaching its decision to be allotted Placing Shares under the Placing, save as given or made by the Company as referred to in the previous paragraph;
(h) it is not a client of WH Ireland in relation to the Placing and WH Ireland is not acting for it in connection with the Placing and will not be responsible to it in respect of the Placing for providing protections afforded to it or its clients under the rules of the FCA (the “FCA Rules”) or for advising it with regard to the Placing Shares and WH Ireland shall not be responsible to it or any other person for providing the protections afforded to its customers whether under the FCA Rules or otherwise, or for advising it or any other person in respect of or in connection with such arrangements. In addition any payment by it will not be treated as client money governed by the FCA Rules. It agrees that WH Ireland shall not be liable to it for any matter arising out of its role as placing agent or otherwise in connection with the Placing and that, where any such liability nevertheless arises as a matter of law, it will immediately waive any claim against WH Ireland which it may have in respect thereof;
(i) it (or any person acting on its behalf) will pay the full allotment amount at the Placing Price as and when required in respect of all Placing Shares for which it is required to be allotted under its Placing participation and will do all things necessary on its part to ensure that payment for such shares and their delivery to it or at its direction is completed in accordance with the standing CREST instructions (or, where applicable, standing certificated settlement instructions) that it has or puts in place with WH Ireland, failing which the relevant Placing Shares may be placed with other placees or sold as WH Ireland may, in its sole discretion and without liability to such Placee decide, and it will remain liable for the shortfall below the net proceeds of such sale and the placing proceeds of the Placing Shares, and may be required to bear any stamp duty or stamp duty reserve tax which may arise upon the placing or sale of such Placee’s Placing Shares on its behalf;
(j) its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to be allotted, and that the Company and/or WH Ireland may call upon it to be allotted a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
(k) it is entitled to be allotted Placing Shares under the laws of all relevant jurisdictions which apply to it and it has complied, and will fully comply, with all such laws (including where applicable, the Criminal Justice Act 1993 (“CJA”), Market Abuse Regulation EU No 596/2014 (“The Market Abuse Regulation”), money laundering and terrorist financing under the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2003, the Terrorism Act 2006, the Money Laundering Regulations 2007 and part VIII of the Financial Services and Markets Act 2000 (the “Regulations”)) and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such allotment, and it will provide promptly to WH Ireland such evidence, if any, as to the identity or location or legal status of any person which WH Ireland may request from it in connection with the Placing (for the purpose of complying with any such laws or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by WH Ireland on the basis that any failure by it to do so may result in the number of Placing Shares that are to be allotted and/or issued to it or at its direction pursuant to the Placing being reduced to such number, or to nil, as WH Ireland may decide at its sole discretion;
(l) unless paragraph (m) below applies, it has neither received nor relied on any inside information (for the purpose of and section 56 of the CJA) in relation to its participation in the Placing;
(m) if it has received any inside information (for the purposes of the Market Abuse Regulation and section 56 of the CJA) in relation to the Company and its securities, it confirms that it has not: (a) dealt (or attempted to deal) in the securities of the Company; (b) encouraged, recommended or induced another person to deal in the securities of the Company; or (c) unlawfully disclosed inside information to any person, prior to the information being made publicly available;
(n) that it has identified its clients in accordance with the Regulations and that it has complied fully with its obligations pursuant to the Regulations;
(o) it has observed the laws of all requisite territories, obtained any requisite governmental or other consents, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any territory and that it has not taken any action which will or might result in the Company, or WH Ireland acting in breach of the regulatory or legal requirements of any territory in connection with the Placing, application for Placing Shares or the admission to AIM and NEXE of the Placing Shares;
(p) it will not distribute any press announcement relating to the Placing or any other offering material, directly or indirectly, in or into a Prohibited Jurisdiction;
(q) it has complied and will comply with all applicable provisions of FSMA with respect to anything done or to be done by it in relation to any Placing Shares in, from or otherwise involving the United Kingdom and it has not made or communicated or caused to be made or communicated, and it will not make or communicate or cause to be made or communicated, any “financial promotion” in relation to Placing Shares in contravention of section 21 of FSMA;
(r) it is a Relevant Person and it is acting as principal only in respect of the Placing or, if it is acting for any other person (i) it is duly authorised to do so, (ii) it is and will remain liable to the Company and/or WH Ireland for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person), (iii) it is both an “authorised person” for the purposes of FSMA and a “qualified investor” as defined at Article 2.1(e)(i) of the Prospectus Directive acting as agent for such person, and (iv) such person is either (1) a Qualified Investor or (2) its “client” (as defined in section 86(2) of FSMA) that has engaged it to act as his agent on terms which enable it to make decisions concerning the Placing or any other offers of transferable securities on his behalf without reference to him;
(s) in the case of a Relevant Person who acquires any Placing Shares pursuant to the Placing acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, it represents and warrants that:
(i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons other than Relevant Persons or in circumstances in which the prior consent of WH Ireland has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Relevant Persons, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons;
(t) the Placee acknowledges that no offering document, admission document or prospectus has been, or will be, prepared in connection with the Placing and it has not received a prospectus, admission document or other offering document in connection therewith;
(u) it has not and will not make any offer to the public of the Placing Shares for the purposes of section 102B FSMA;
(v) it agrees to be bound by the terms of the Articles of Association;
(w) nothing has been done or will be done by it in relation to the Placing or to any Placing Shares that has resulted or will result in any person being required to publish a prospectus in relation to the Company or to any shares in the capital of the Company in accordance with FSMA or the UK Prospectus Rules or in accordance with any other laws applicable in any part of the European Union or the European Economic Area;
(x) (i) it is not, and is not acting in relation to the Placing as nominee or agent for, a person who is or may be liable to stamp duty or stamp duty reserve tax in respect of any agreement to acquire (or any acquisition of) shares or other securities at a rate in excess of 0.5% (including, without limitation, under sections 67, 70, 93 or 96 of the Finance Act 1986 concerning depositary receipts and clearance services), and the allocation, allotment, issue and/or delivery to it, or any person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any such section, (ii) the person whom it specifies for registration as holder of Placing Shares will be the Placee or the Placee’s nominee, and (iii) neither WH Ireland nor the Company will be responsible to it or anyone else for any liability to pay stamp duty or stamp duty reserve tax resulting from any breach of, or non-compliance, with this paragraph. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and WH Irelandin respect of the same on the basis that the Placing Shares will be allotted to the CREST account or its affiliate or agent who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
(y) it will not treat any Placing Shares in any manner that would contravene any legal or regulatory requirement applicable in any territory or jurisdiction and no aspect of its participation in the Placing will contravene any legal or regulatory requirement applicable in any territory or jurisdiction in any respect or cause the Company or WH Ireland or their respective directors, officers, employees or agents to contravene any such legal or regulatory requirement in any respect and it has obtained all governmental and other consents which may be required under the laws of the applicable territory or jurisdiction;
(z) if a Placee is a resident in the UK: i) it is a “qualified investor” within the meaning of Section 86(7) of FSMA; ii) it is a person of a kind described in Article 19 and/or Article 49 and/or 43 (2) of the Order and it understands that the information contained in these Terms and Conditions is only directed at any of the following: (A) persons falling within Article 19 of the Order having professional experience in matters relating to investments; (B) persons falling within Article 49 of the Order (including companies and unincorporated associations of high net worth and trusts of high value); or (C) persons to whom it would otherwise be lawful to distribute it; and that, accordingly, any investment or investment activity to which these Terms and Conditions relates is available to it as such a person or will be engaged in only with it as such a person;
(aa) if a Placee is an investor located within a member state of the European Economic Area, it is: (i) a “qualified investor” within the meaning of Article 2(1)(e) of the Prospectus Directive; and (ii) a “professional client” or an “eligible counterparty” within the meaning of Article 4(1)(11) and Article 24(2), (3) and (4), respectively, of Directive 2004/39/EC as implemented into national law of the relevant EEA state;
(bb) (applicable terms and expressions used in this paragraph have the meanings that they have in Regulation S made under the US Securities Act) (i) the Placing Shares have not been and will not be registered under the US Securities Act or under the securities laws of any State of or other jurisdiction within the United States, (ii) the Placing Shares will not be offered or sold, resold, or delivered, directly or indirectly, into or within the United States or to, or for the account or benefit of, any US person (as defined in Regulation S under the US Securities Act), (iii) it has not offered, sold or delivered and will not offer sell or deliver any of the Placing Shares to persons within the United States, directly or indirectly, (iv) neither it, its affiliates, nor any persons acting on its behalf, has engaged or will engage in any directed selling efforts with respect to the Placing Shares, (v) it will not be receiving Placing Shares with a view to resale in or into the United States, and (vi) it will not distribute this document or any offering material relating to Placing Shares, directly or indirectly, in or into the United States or to any persons resident in the United States;
(cc) it is not and, if different, the intended beneficial owner of the Placing Shares allocated to it is not, and at the time the Placing Shares are acquired will not be, a resident or national of a Prohibited Jurisdiction or a corporation, partnership or other entity organised under the laws of a Prohibited Jurisdiction, and the Placing Shares have not been and will not be registered under the securities legislation of a Prohibited Jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, in or into a Prohibited Jurisdiction;
(dd) the Placee has consented to receive information in respect of securities of the Company and other price-affected securities (as defined in FSMA) which makes it an “insider” for the purposes of Part V of FSMA and the Market Abuse Regulation, and it agrees not to deal in any securities of the Company until such time as the inside information (as defined in FSMA) of which it has been made aware has been made public for purposes of FSMA or it has been notified by WH Ireland or the Company that the proposed Placing will not proceed and any unpublished price sensitive information of which the Placee is aware has been publicly announced, and, other than in respect of its knowledge of the proposed Placing, it has neither received nor relied on any confidential price sensitive information concerning the Company or the Placing Shares;
(ee) where the Placee is acquiring Placing Shares for one or more managed accounts, it represents and warrants that it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgments, undertakings and agreements in these Terms and Conditions; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by WH Ireland;
(ff) WH Ireland may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any other WH Ireland person to do so;
(gg) time is of the essence as regards its obligations under these Terms and Conditions;
(hh) each right or remedy of the Company and WH Ireland provided for in these Terms and Conditions is in addition to any other right or remedy which is available to such person and the exercise of any such right or remedy in whole or in part will not preclude the subsequent exercise of any such right or remedy;
(ii) 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 WH Ireland:
(jj) nothing in these Terms and Conditions will exclude any liability of any person (i) for any contents of the Announcement as a result of such person being responsible for such contents pursuant to the AIM Rules for Companies or applicable law or (ii) for fraud on its part, and all times and dates in these Terms and Conditions are subject to amendment at the discretion of WH Ireland except that in no circumstances will the date scheduled for Admission be later than the Long Stop Date;
(kk) none of its rights or obligations in respect of the Placing is conditional on any other person agreeing to be allotted any Placing Shares under the Placing and no failure by any other Placee to meet any of its obligations in respect of the Placing will affect any of its obligations in respect of the Placing;
(ll) it has substantial experience in evaluating and investing in shares of companies similar to the Company such that it is capable of evaluating the merits and risks of an investment in the Company, it has such knowledge and experience in financial and business matters as to be capable of protecting its own interests and evaluating the merits and risks of an investment in the Company and it is able to bear the economic risk of a complete loss of its investment in the Company;
(mm) it has made an investigation of the pertinent facts relating to the operation of the Company to the extent it deems necessary in order to be fully informed with respect thereto;
(nn) it will indemnify on an after tax basis and hold the Company and WH Ireland and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in these Terms and Conditions and further agrees that the provisions of these Terms and Conditionsshall survive after completion of the Placing;
(oo) WH Ireland does not have any duty to it similar or comparable to rules of “best execution”, “suitability” and “risk warnings” as set out in the Conduct of Business Sourcebook of the FCA;
(pp) it accepts that it is not relying on WH Ireland to advise whether or not the Placing Shares are in any way a suitable investment for it;
(qq) it is entitled to subscribe for or purchase the Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities;
(rr) it irrevocably appoints any director or employee of WH Ireland as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the Placing Shares being issued to it;
(ss) it is not presently acting in concert, as defined in the City Code on Takeovers and Mergers, with any existing shareholder or other Placee;
(tt) each right or remedy of the Company and WH Ireland provided for in these Terms and Conditions is in addition to any other right or remedy which is available to such person and the exercise of any such right or remedy in whole or in part shall not preclude the subsequent exercise of any such right or remedy;
(uu) none of its rights or obligations in respect of the Placing is conditional on any other person agreeing to acquire any Placing Shares under the Placing and no failure by any other Placee to meet any of its obligations in respect of the Placing shall affect any of its obligations in respect of the Placing;
(vv) WH Ireland does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement; and
(ww) the Placee agrees that the Company and WH Ireland will rely upon the truth and accuracy of the foregoing conformations, representations, warranties, acknowledgements undertakings and agreements which are given by each Placee (or persons acting on their behalf) to WH Ireland and the Company and are irrevocable.
The terms set out in the Announcement (including these Terms and Conditions) and the allocation of Placing Shares (including the subscription amount payable) as confirmed to a Placee, constitute the entire agreement to the terms of the Placing and a Placee’s participation in the Placing to the exclusion of prior representations, understandings and agreements between them. Any variation of such terms must be in writing.
Governing Law and Jurisdiction
The agreement arising out of acceptance of the Placing and any dispute or claim arising out of or in connection with the Placing or formation thereof (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England. Each Placee irrevocably agrees to submit to the exclusive jurisdiction of the courts of England to settle any claim or dispute that arises out of or in connection with the agreement arising out of acceptance of the Placing or its subject matter or formation (including non-contractual disputes or claims).
Good Energy (GOOD) increased full year revenues from continuing operations from £104.5m to £116.9m, helped by last winter’s cold weather and a price increase, and pre-tax profit recovered from £700,000 to £1.7m. The renewable electricity supplier and generator has increased its dividend from 3.3p a share to 3.5p a share. Net debt was £40.1m at the end of 2018. Energy supply volumes increased by 3%, but domestic volumes were 1.2% lower in an increasingly competitive market. The growth came in the business side, which increased volumes by 23%. Good Energy generates energy from six solar sites and two wind farms. The company expects to continue to grow business volumes and invest in digital technology. Non-executive director Nemone Wynn-Evans has bought 9,500 shares at 105p each.
Trading in PCG Entertainment (PCGE) shares has been suspended because it is in talks to acquire VOX Markets and Align Research.
Karoo Energy (KEP) has been told by its potential nominated adviser does not believe its is suitable for an AIM quotation. This also means that the planned fundraising cannot go ahead. A refinancing is required. There are trade creditors of around £300,000. Trading in the shares has been suspended.
Primorus Investments (PRIM) has maintained its 3.4% stake in Fresho by participating in its latest fundraising, which was at a 76% premium to the price paid for the initial investment. The investment is worth A$673,000.
Dana Group International Investments Ltd (DANA) reported swing from loss of $129,000 to a profit of $95,000 in the six months to December 2018, due to other income of $276,000.
Tectonic Gold (TAU) says that roc chip samples from the Clermont project in Queensland show up to 8.01g/t gold, 140g/t silver and 6.32% copper.
Panther Metals (PALM) has completed the acquisition of Parthian Resources and its former shareholders own 16.1% of Panther.
Inqo Investments Ltd (INQO) has raised a further £225,000 at 90p a share.
Imperial X (IMPP) has changed its focus to medicinal cannabis. There was a small cash outflow in the six months to the end of December 2018. There was nearly £70,000 in the bank with net cash of £19,000. There are net liabilities and more cash will be required later this year.
Steve Howson is stepping down as chief executive of SG Recruitment Ltd (SGRL) and he will become a non-executive director. Majority shareholder David Sumner will be interim chief executive.
Footasylum (FOOT) has recommended a 82.5p a share bid from JD Sports Fashion (SPD) which values the footwear retailer at £90.1m. JD Sports was buying shares between 50p and 75p and built up a 18.7% stake. The bidder promises to maintain the separate commercial identity. Footasylum floated in November 2017 at 164p a share.
Diaceutics (DXRX) ended the week at 97.5p, having floated at 72p. The company provides data analysis and advisory services to pharma companies seeking to develop and commercialise diagnostic tests. There were £15.2m of placing proceeds net of expenses and £5.5m will be spent on the acquisition of data, while the rest will be used to pay off debt and develop AI analysis technology. There is limited liquidity in the shares because they are tightly held.
Wynnstay Group (WYN) warns that trading in the second quarter is weak because of the warmer winter weather. There has also been a weakening in farmgate prices. Interim figures will be well below the first half of last year and the full year will be below forecast. Peel Hunt argues that it has already factored these elements into its forecast for rival feed supplier NWF (NWF) and it is not changing its forecasts.
Pelatro (PTRO) has launched a data monetisation platform with a revenue share contract with an existing client, which is worth $500,000 in the first year. This is a product that can be sold to other customers.
Financial trading platform Aquis Exchange (AQX) reported 2018 revenues ahead of expectations and it doubled its market share during the year. The subscription-based model means that higher trading levels by a trader lead to subscription income levels going up. Aquis will continue to be loss-making this year, but the relatively fixed cost base means that once this is covered the profit should grow significantly as revenues grow.
Scientific instruments supplier Judges Scientific (JDG) increased is cash generation from operations from £10.9m to £15.7m in 2018. There was 5.5% organic growth in revenues and underlying operating profit rose by just over one-third to £14.7m. The cash balance has increased to £15.7m, which provides firepower for acquisitions. Shore Capital has edged up its earnings per share forecast from 188.8p to 190p.
Volvere (VLE) says full year revenues from continuing operations will rise from £16.2m to £18.6m. There was a £23.1m gain on the sale of Impetus Automotive. There was an underlying loss on continuing activities, but the frozen pie maker Shire Foods improved its profit contribution. There is £34.1m of cash in the Volvere balance sheet.
Frontier IP (FIPP) says that the outcome for the year to June 2019 is likely to be ahead of management expectations. A deal by investee company Exscientia, which is involved in AI-based drug discovery, with Celgene Corporation should result in a substantial uplift in its valuation.
Science in Sport (SIS) had a 25-day contribution from the profitable PhD Nutrition business in 2018. The group’s underlying loss increased last year, but PhD will help to reduce the loss and the cash outflow from operations, which was £6.42m last year. There is £8m in the bank and even with capital investment requirements that should be enough to cover requirements this year.
Ceramic products supplier Portmeirion Group (PMP) increased its 2018 pre-tax profit by 10% to £9.7m and a further rise to £10.3m is forecast for this year. Online sales are growing rapidly from a relatively low base. The home fragrance business is doing well, and capacity is being added. The total dividend is 8% higher at 35.7p a share.
Share (SHRE) improved its significantly improved its profitability in the second half of 2018, although trading levels weakened towards the end of the year. That weakness has continued into the early months of this year. Evan so, Cenkos forecasts a rise in pre-tax profit from £700,000 to £1.3m, upgraded from £1.1m, in 2019.
Clear Leisure (CLP) has placed its 50%-owned data mining operation in Serbia on a care and maintenance basis. This is due to the fall in the price of cryptocurrency. Legal actions and negotiations continue concerning a number of past investments. Clear has paid £76,000 for a 10% stake in PBV, which provides data services for the Italian legal sector. At the end of 2018, there were €2.1m of bonds converted into shares.
Andrew Perloff has increased his stake in 600 Group (SIXH) from 6.19% to 8.85%.
Midatech Pharma (MTPH) has changed the ratio of its ADRs from two shares for each ADR to 20 shares for each ADR. This is a way of getting the trading price of the ADRs on NASDAQ back above $1.
EQTEC (EQT) could be a beneficiary of the deal done by its largest shareholder EBIOSS with Urbaser for the collection, treatment and possible conversion of waste to energy. Urbaser is conducting due diligence on EQTEC’s gasification technology and this could be used for any waste to energy plant if all three parties come to an agreement on a specific opportunity. Projects could be in Bulgaria, Greece, Macedonia and Romania.
A local authority report has placed a five year reserve status on the Plymouth Airport site where Sutton Harbour (SUH) has a 135 year lease. The local authorities are keen that the site should be used for general aviation, but a viable business plan needs to be put together. Sutton Harbour would like to develop the site.
Tau Capital (TAU) has sent a circular to shareholders concerning a capital return of $1.19m or 2.42 cents a share, raise $150,000 via a placing at 0.1 cents a share and change its name to UK Onshore. Reverse takeover candidates are being assessed. Gerwyn Williams and Nigel Burton will join the board.
Synectics (SNX) has won a £1m order from the oil and gas sector. This is the largest order for its surveillance systems from this sector for a number of years. Synectics reported a rise in full year revenues from £70.1m to £71.2m and pre-tax profit slipped from £3.02m to £2.86m. The full year dividend is increased from 4p a share to 4.7p a share.
Athelney Trust (ATY) has responded to the letter from former director Dr Pohl, who wants to regain his place on the board along with Simon Moore and remove David Lawman. Dr Pohl has acquired more than 100,000 shares in the past month, and this means that five shareholders own more than 50% of the investment company putting its investment trust status at risk. As long as there is more than 35% of the company held by the public this is not a problem, but it would be if Dr Pohl joined the board. There have been £90,000 of extra costs because of disputes between the two major shareholders. The plan remains to bring Gresham House on board as fund manager
WideCells Group (WDC) is changing its name to Iconic Labs and moving into digital marketing and technology. The management of this business previously built up social publisher Unilad. In the first 12 months, an agency consulting division will be launched to assists clients to develop brands. There are plans to build up a distribution and publishing division through acquisitions and launch content licensing and e-commerce divisions. There is little indication of what will happen to the stem cell operations, although management appears to believe that the insurance business could be worth pursuing. Historic liabilities are being resolved. The convertible loan note holder continues to convert a proportion of the loan note that is below 30% and then sell the shares. There are 785.6 million shares in issue with more to come.
Bluebird Merchant Ventures (BMV) has raised £436,500 at 2.25p a share. The cash will be used for the pre-construction phase of the South Korean gold projects. An agreement has been made with a local landowner for the use of land outside the main entrance of the Kochang mine.
Highlands Natural Resources (HNR) has raised £1.56m at 8.5p a share via an offer through PrimaryBid.com. This cash will fund a move by the natural resources company into the organic cannabidiol market. It has established Zoetic Organics in the US and it believes that hydrogen produced by Highland in Kansas can be used as a fertiliser with potential to increase the size of the plant. First revenues could be achieved in the summer.
Standard list shell Stranger Holdings (STHP) claims that Alchemy Utilities Ltd has sabotaged the proposed reverse takeover by refusing to provide audited accounts. Stranger is trying to get back the £300,000 it lent to Alchemy as well as its reverse takeover costs of £450,000. Stranger believes that the Alchemy management team may have misrepresented its financial status. An alternative acquisition is being lined up, but Stranger had negative net assets at the end of September 2018 and there are additional costs since then.
Standard list shell Hertsford Capital (HERT) still had £2.88m in cash at the end of 2018.
Telecoms services provider Toople (TOOP) is growing its gross profit but EBITDA is similar to the same period last year, which was around £650,000.
PV Crystalox Solar (PVCS) has ended its wafer production activities in Germany and it intends to apply its wire sawing expertise to cutting non-silicon materials. There are plans to return £38.5m to shareholders, which is equivalent to 24p a share and that is not far short of the current market price. That could still leave more than €10m of cash. Management is considering whether to maintain a listing.
Sure Ventures (SURE) says 23%-owned Suir Valley Ventures has maintained its 10% stake in WarDucks, which is developing an AR game, by participating in a €3.3m fundraising.
Peel Hunt forecasts a dip in Shepherd Neame (SHEP) pre-tax profit from £11.8m to £11.2m in the year to June 2019. The broker still expects the total dividend to be increased from 29.2p a share to 30p a share.
Etaireia Investments (ETIP) has suspended Ian Fellman as a non-executive director pending investigation into certain matters. The mortgagee of two units at Whitehouse Business park in Peterlee has enforced security and sold the properties and these have been written off the Etaireia balance sheet. David Barnett, who owns 37.8% of the company, has requisitioned a general meeting in order to have himself appointed to the board.
European Lithium (EUR) expects to commence drilling in the second quarter in order to convert the resource in zone one of the Wolfsburg lithium project into measured and indicated categories. The company is part of a syndicate applying for grant funding for building up battery production in Germany. Lithium hydroxide is expected to continue to rise in price until 2022 and then fall back. European Lithium is in talks with lithium battery plant operators in Europe about an offtake agreement. The company had £3.3m of cash and financial assets at the end of 2018, as well as a convertible note of £2.56m, with more available to draw down. There was a cash outflow of £2.6m in the six month period. European Lithium is also ASX-listed and is considering a listing in Vienna.
Sandal (SAND) has decided to leave the NEX Exchange growth market after four years. Management says that share trading is limited, and the company has not been able to raise the cash it wanted to. They believe it would be easier to raise funds as an unquoted company. The company already has the backing of enough shareholders to make a general meeting pointless. The last day of trading is 10 April.
Primorus Investments (PRIM) has already made a significant gain on its stake in Greatland Gold (GGP) after the miner announced a $65m farm-in agreement with Newcrest for the Havieron gold copper project in Western Australia. Newcrest, which will ear up to 70% of the project, also has first right of refusal over the rest of the Paterson project area. The Greatland stake cost 1.71p a share. Even after some profit-taking, the Greatland share price is 2p, which represents a gain of more than £100,000 on the Primorus investment. Primorus has invested £875,000 in WeShop Ltd and has a 3.5% stake worth more than £1m. WeShop has developed new branding for its platform, added to its product range and enhanced the management team. The number of WeShop retailers has trebled to more than 9,000. The technology provides access to more than 20,000 merchants around the world. Vela Technologies (VELA) has a 1.42% stake in WeShop, which cost £100,000 and is valued at £427,000. Two Shields Investments (TSI) invested at a later date and has a 1.2% stake valued at £350,000.
Barkby Group (BARK) made a small interim loss on revenues of £1.82m. The three gastropubs operated by the company were profitable before central overheads and exceptionals. There was £37,000 in the bank at the end of 2018 and a VAT refund is expected. This period is before the acquisition of Centurian Automotive, which was acquired for shares.
Gunsynd (GUN) has sold its stake in UK Oil and Gas (UKOG) at 1.405p a share. The 31.17 million shares raised £438,000. Gunsynd had net assets of £2.18m at the end of January 2019, including £543,000 in cash. The flotation of FastBase Inc has been delayed and Gunsynd is no longer advising the company. Human Brands International Inc, where Gunsynd has a £300,000 convertibles investment, is on course for a standard listing.
Coinsilium Group Ltd (COIN) has incorporated a subsidiary in Gibraltar and it is applying for a business licence.
Ganapati (GANP) says that its subsidiary GanaEight Coin Ltd, which is developing and operating a blockchain-based online casino platform, has launched a virtual token private pre-sale of its initial virtual financial asset offering.
Gavin Burnell has bought 5.83 million shares in Hot Rocks Investments (HRIP) and that takes his stake to 22.3%. His fellow director Charles Vaughan bought 750,000 shares, taking his shareholding to 1.67%. Non-executive chairman Brian Rowbotham bought the same number of shares, taking his stake to 3.09%. The shares were all acquired at 0.136p each.
Tectonic Gold (TTAU) has commenced gold mining under the joint venture agreement with VAST Mineral Sands in Australia, where it has a 50% economic interest. Tectonic has provided the initial funding. Tectonic is considering moving to the standard list.
First Sentinel (FSEN) has taken a 3.48% stake in standard listed coal bed methane company Curzon Energy (CZN). Brian Kinane has resigned as a director of Curzon.
Driver Group (DRV) disappointed the market with a warning because of delayed expert witness contracts in the first half. The construction consultancy services provider has not made the expected progress in the Middle East and south east Asia and full year underlying pre-tax profit will be slightly lower than the £3.5m originally forecast. There is a strong pipeline of potential business, but this has to be secured in order to reassure investors about the full year outcome. There is still £5.1m in the bank. Driver will spend up to £500,000 buying back shares and it has already spent £124,000 at 55p a share. The directors have also been buying shares.
Bowmark Capital has increased its bid for Tax Systems (TAX) from 110p a share to 115p a share, valuing the company at £102.3m. The subsequent general meeting voted in favour of the scheme of arrangement.
Cyber security services provider ECSC (ECSC) increased its revenues from £4.12m to £5.38m, while the loss was cut by two-thirds to £1m. The loss should be much lower in 2019 and cash should be generated so that net cash exceeds £1m. Demand for cyber security continues to grow and the consulting division is getting business from existing and new clients. This is also feeding through to additional managed services business.
Marshall Motor (MMH) managed to edge up its underlying pre-tax profit to £25.7m even though trading conditions remain tough for car dealers. There was a strong last quarter for the used cars division. A small dip in profit to £24.1m is expected for 2019.
Franchise Brands (FRAN) had a full 12-month contribution from the Metro Rod business acquired in 2017, although the full benefits of the restructuring of the business and IT investment are still to come through. These changes should help to generate organic growth this year. Allenby forecasts a rise in pre-tax profit from £2.9m to £3.5m in 2019. The group is in a position to seek more acquisitions, particularly ones that add to the services provided by Metro Rod.
Microsaic Systems (MSYS) grew its full year revenues by 69% to £578,000 and gross margin improved. The protein identification product ProteinID will be launched later this month. There was still £5.4m in the bank at the end of 2018. This is enough to cover the expected cash requirements.
Standard list shell Safe Harbour Holdings (SHH) has appointed James Brotherton as finance director. He was previously finance director at Tyman, where he was involved in acquisitions, and he earned £568,000 in 2017. Fully listed Tyman, which was previously on AIM, made an underlying pre-tax profit of £72.7m in 2018. The acquisition Safe Harbour is seeking will be in distribution and business services. WSP founder Chris Cole was recently appointed as independent non-executive director. There was £28.1m in the bank at the end of June 2018.
Immupharma (IMM) is seeking partners for its lupus treatment Lupuzor and is also seeking to commence a managed access programme in Europe for the treatment. An extension study from the original phase III trial has commenced.
RedT Energy (RED) is raising up to £3.2m via a placing and open offer at 2p a share, ahead of a strategic review to decide how to finance the business. Last October, the energy storage equipment developer raised £5.03m at 7p a share. The company could generate $1m from the sale of its US business and costs are being cut. The plan is to cut the monthly cash costs to less than £500,000. Discussions continue with strategic partners.
SimplyBiz Group (SBIZ) has signed a five-year contract with insurer Aviva, which will use the company’s Zest employee benefits technology platform to deliver a new benefits product for smaller clients. This follows a three-year contract with Taylor Wimpey, which will use Zest to deliver employee benefits to its 5,000 plus employees.
Concepta (CPT) is supplying its myLotus fertility test to Walgreens Boots Alliance.
Proton Power Systems (PPS) has signed a letter of intent with Skoda for the development of fuel cell electric buses using Proton’s HyRange systems. The plan is to build 10 buses by the first quarter of 2020.
i3 Energy (I3E) has raised £16m via a placing at 16p a share, although it is partly dependent on shareholder approval for the issue of additional shares. Existing shareholders are being given the opportunity to subscribe up to £2m through an open offer. Along with a £24m loan, the cash will fund the drilling of three wells. Two will be on the Liberator oil field and the other will be on the Serenity prospect.
Paragon Entertainment Ltd (PEL) has raised £150,000 at 0.8p a share, which was a 23% discount to the market price. Management and an existing shareholder bought the shares.
Urals Energy (UEN) failed to replace Allenby as nominated adviser and the quotation has been cancelled.
Mereo BioPharma (MPH) expects its merger with OncoMed Pharmaceuticals Inc to close in the second quarter of 2019.
Touchstone Exploration Inc (TXP) achieved crude oil sales of 1,994 barrels per day in January and 2,179 barrels per day in February. The realised prices were $52/barrel and $56.84/barrel for each month respectively. Current estimated production is 2,358 barrels per day.
Quarto Group (QRT) reported a 51% recovery in underlying 2018 pre-tax profit to $5.9m, although the publisher’s revenues were slightly lower. The best performance was in children’s publishing. Net debt fell by 6% to $60.4m.
Local Shopping REIT (LSR) has responded to the bid by Thalassa (THAL) and it continues to find it opportunistic. The company is committed to returning cash to shareholders and it argues that they will get more cash than the £9m on offer as part of the cash and shares bid. The offer is 14.64p in cash and 0.26 of a Thalassa share for each Local Shopping REIT share.
Path Investments (PATH) has withdrawn from the proposed transaction with ARC Marlborough after due diligence. The plan was to acquire ARC, which has a nickel and cobalt project in Queensland.
European High Growth Opportunities Securitization Fund has converted more of its bonds into shares in WideCells Group (WDC) having sold most of the recently converted shares. A further 115 million shares have been issued in return for £115,000 of bonds and a penalty payment of £172,500.
Bluebird Merchant Ventures (BMV) has submitted an application for a permit to develop the Kochang Mine in South Korea. The application for the Gubong mine should get a response by 23 March.
Western Selection (WESP) has reported a 22% decrease in NAV to 75p a share, due to the decline in smaller quoted company share prices. The NAV has recovered to 79p a share. The investment in Swallowfield (SWL) declined by nearly one-third and the value of the Bilby (BILB) stake fell by two-fifths in the six months to December 2018. Net debt was £1.25m at the end of 2018. The interim dividend is maintained at 1.1p a share.
Early Equity (EEQP) has acquired a 60% stake in MEI Home, a ecommerce platform for household, health and food products, for £282,000. The Malaysia-based business was profitable in the first financial year. The founder will retain a 40% stake and he also owns 6.12% of Early Equity. He also promises that annual pre-tax profit will be at least £95,000 in each of the next two financial years.
Tectonic Gold (TTAU) has taken a 50% stake in a joint venture with Vast Mineral Sands covering diamond mining concessions at the government-owned Alexkor diamond mine in South Africa. This should generate cash, through planned production of 900 carat per month, to invest in other projects. Tectonic is paying $650,000 in shares at 2.2p each. A year long research study has confirmed that there is an interaction of two styles of mineralisation at Mount Cassidy prospect in Queensland, Australia. There is stratabound copper and zinc, gold and silver mineralisation and epizonal to epithermal gold and silver mineralisation.
MiLOC Group Ltd (ML.P) has extended the life of its convertible bond by one year to 19 January 2020. The annual coupon increases from 6% to 7.2%. The conversion into shares can take place if an alternative quotation on a recognised stock exchange is secured.
First Sentinel (FSEN) has completed a £4m bond issue. These 7% bonds 2023 are due to start trading on NEX.
Michelmersh Brick (MBH) has made its first acquisition outside of the UK. Michelmersh is paying up to €9.9m (£8.7m) for Antwerp-based Floren and Co in a deal that should be immediately earnings enhancing. A placing raised £5m at 90p a share. In 2018, Floren generated EBITDA of €1.75m on revenues of €5.7m. Michelmersh is planning to increase production levels from 19.5 million bricks a year. The acquisition includes 120 acres of land, of which 60 acres is used in production.
IP legal services provider Murgitroyd Group (MUR) is acquiring Southampton-based Chapman IP for £6.6m and Helga Chapman has been appointed a non-executive director. Net cash was £2.03m at the end of November 2018. Interim pre-tax profit edged up from £1.67m to £1.7m. The interim dividend was increased by 8% to 7p a share. Edward Murgitroyd is retaining his role as chief executive and handing over the role of finance director Keith Young.
Carpets and hard flooring manufacturer Victoria (VCP) continued to sacrifice margins in order to add market share in a declining flooring market in the UK in the second half of the financial year to March 2019. Full year EBITDA should be between £95m-£97m, with underlying pre-tax profit of at least £55m. This is not as much as previously forecast. There are additional inventories ahead of Brexit. Restructuring measures and capital investment should add more than £14m to pre-tax profit for the year to March 2020.
JD Sports Fashion (JD.) has acquired 21.3% of Footasylum (FOOT) and it says it may acquire up to 29.9%. FIL Ltd’s stake has fallen below 5%. Artemis has sold its 5.74% stake.
Angling Direct (ANG) expects to report full year revenues of £42m, up from £30.2m. Three new stores have been added to the group, taking the total to 24. International sales doubled. The full year results will be published on 13 May. Angling Direct is considering the acquisition of Glasgow-based Chapmans Angling Ltd, which is a subsidiary of The Glasgow Angling Centre Ltd.
Egdon Resources (EDR) has competed drilling at Biscathorpe-2 in Lincolnshire. There are signs of an effective petroleum system even though the sands were poorly developed. The reservoir may be better developed to the north of the well. Egdon owns 35.8% of the exploration licence and Union Jack Oil (UJO) owns 22%.
Trinidad-focused oil and gas producer and explorer Touchstone Exploration Inc (TXP) has raised £3.8m at 12p a share in order to finance the 9,000 feet of exploration drilling at Ortoire.
Pelatro (PTRO) has gained a contract to supply its mViva contextual marketing service to Vietnam-based Vinaphone. The deal with the telecoms company should be worth $1.5m over three years. Pelatro gets a fixed monthly fee plus a share of incremental revenues generated. This provides additional confidence that the 2019 revenue forecast of $10.5m can be met. That is expected to generate pre-tax profit of $6m because of the high operational gearing of the business.
SkinBioTherapeutics (SBTX) has raised £1.5m at 16p a share from Seneca Partners. There was £2.52m in the bank at the end of 2018. The cash will be invested in further development of products and commercialise them.
Duke Royalty (DUKE) has provided £10m of royalty finance to recreational vehicle parts wholesaler Miriad Products. The monthly payments are expected to provide a yield the equivalent of 13% a year.
Biopesticide products developer Eden Research (EDEN) has a second approved product thanks to its commercial partner Eastman Chemical Company. Nematicide formulation Cedroz has received authorisation in Malta and Eastman will apply to gain approvals in individual EU member states. The full benefit of these approvals is likely to show through next year.
EKF Diagnostics (EKF) has received US FDA clearance for the use of the Quo-Test glycated haemoglobin analyser in clinical laboratories.
It has been a mixed start to the financial year for Gooch and Housego (GHH) with softer demand in microelectronics, due to trade tariffs, but the second half improvement in subsea cable business has continue. The AGM statement has led to a reduction in the underlying profit forecast for this year from £21.5m to £19m, which is slightly higher than last year’s outcome.
Social housing software provider Castleton Technology (CTP) has acquired its software development partner in India for £350,000 in cash and shares.
eServGlobal (ESG) says that its 35.7%-owned mobile transfer payments joint venture HomeSend increased its average transaction value by 35% in the second half following a change in strategy to focus on account-to-account transactions rather than remittances.
Beximco Pharmaceuticals (BXP) is acquiring eight abbreviated new drug applications in the US from Sandoz Inc. This takes the number of US approved drugs to 14, with four currently being exported to the US.
Haydale Graphene Industries (HAYD) has raised £4m at 2p a share and wants to raise up to £4m more through a seven-for-one open offer closing on 11 March. If these shares are all issued they will account for 93% of the total shares in issue. Haydale needs cash to invest in its inks business as well as to cover continuing losses. Keith Broadbent will become chief executive.
Reach4Entertainment (R4E) has acquired the arts and entertainment advertising agency trading as Sold Out for an initial £3.94m in cash and £250,000 in shares. The total purchase price is dependent on performance in the period from 1 June 2017 to the end of 2021 and is capped at £10m. In the year to May 2018, Sold Out made a pre-tax profit of £1.3m.
Paragon Entertainment (PEL) has sold its current administration offices in York for £550,000. The relocation to other group premises should save £100,000 a year. The cash will pay off the mortgage of £134,000 and reduce the overdraft from £1.04m. The overdraft limit will be cut from £1.2m to £882,000. A creditor owing £168,000 has filed for protection from creditors. Management want to raise additional capital.
Medical devices supplier Inspiration Health (IHC) says revenues for the year to January 2019, will be £15.5m, which is £1m below forecast, and pre-tax profit will be slightly lower than forecast at £1.2m.
Holders Technology (HDT) has more than trebled its full year pre-tax profit of £177,000 thanks to a reduced LED loss and improved profitability at the printed circuit board materials business. There was still a cash outflow from operations. The dividend has been increased by 50% to 0.75p a share.
Arc Minerals Ltd (ARCM) has raised £2.2m at 3p a unit. The unit includes a share and one warrant exercisable at 4.5p each and lasting for 36 months. The cash will finance exploration and development at the Zamsort copper project in Zambia. Arc has also sold its 18.5% stake in Andiamo Exploration for $250,000.
Malvern International (MLVN) has raised £606,000 at 4p a share. This is more than the education services provider originally asked for in order to cover working capital requirements and investment in a new college in Brighton and online course material.
AIM-quoted blockchain and technology investment company Vela Technologies (VELA) is taking advantage of the discount to cash by buying 500,000 shares in cryptocurrency mining services provider Argo Blockchain (ARB) at 3.072p a share. This compares with cash of 5p a share. Vela has 3 million shares in Argo, equivalent to 1.02%. The rest of the shares were bought prior to Argo’s standard listing and cost 8p each, compared with the flotation price of 16p a share. The average cost is 7.17p a share, so the average cost exceeds the value of cash in the business. Argo is refocusing on its own currency mining. Ongoing costs will be cut by one-third, although there will be some one-off cash costs. Net cash is £15m and that is much more than the market capitalisation of Argo.
ReNeuron (RENE) has released early data on three patients in phase I/IIa clinical trial the human retinal progenitor cell product. There have been significant improvements in vision for the patients, but this is a small sample size over a short time. Cash should last until the end of 2019.
Pires Investments (PIRI) has received a requisition notice for a general meeting in order to make changes to the company’s board.
Best of the Best (BOTB) has received tenders for just over 4 million shares, which is 5.6 times the number that it was tendering for. Best of the Best will pay £3.5m for 721,327 shares (485p a share).
FAIRFX Group (FFX) has become a direct participant in the UK faster payments scheme. It is the fourth non-bank to be a direct settling member.
Crossword Cybersecurity (CCS) says Kinnerton Confectionery will be using its Rizikon Assurance secure third party assurance platform.
Former AIM company Lionsgold Ltd (LION) is changing its name to Tally Ltd. Mobile banking app Tally is in beta testing and could be released by the end of February. Once this has been released the company will seek to gain a new quotation. The exercise of warrants, mostly by directors, at 1.2p a share has generated £288,000.
Packaging group Macfarlane Group (MACF) increased its pre-exceptional profit by one-fifth to £11.2m in 2018. Both distribution, helped by acquisitions, and manufacturing divisions increased their profit contributions. Manufacturing sales grew fastest but margins fell. The dividend was increased by nearly 10% to 2.3p a share. Net debt was £13.2m and there are plenty of unused bank facilities to fund any further acquisitions. The pension deficit was reduced by £2m to £9.8m.
In the six months to December 2018, Avation (AVAP) reported doubled earnings per share thanks to the gain on the sale of a A321-200 aircraft. The NAV is 288p. The aircraft fleet continues to increase, particularly turboprop aircraft. Although full year pre-tax profit is set to rise even more than originally forecast, earnings per share are likely to be flat at 31.7 cents. Next year’s profit will be lower, assuming no aircraft disposals.
InnovaDerma (IDP) reported interims in line with expectations and there are plans for a mid-March launch for Skinny Tan in Boots. This will help the second half performance, which is normally stronger. Full year pre-tax profit is expected to more than double to £1.5m, a downgrade of 10%. Net cash was £700,000 at the end of 2018. A cash inflow is expected in the second half, but fluctuations in cash in terms of working capital requirements, such as Boots order levels, during the period could lead to InnovaDerma deciding to raise more money.
Anglo African Agriculture (AAAP) reported a reduction in turnover from £2.13m to £1.74m in the year to October 2018. Even so, gross margins improved and the pre-tax loss edged up from £550,000 to £573,000. Net cash was £856,000. The company is assessing acquisitions outside of the agriculture sector.
Trading in the shares of daVictus (DVT) has been suspended ahead of finalisation of a deal where the standard list shell will buy the rights to a restaurant concept from Typical Dutch NV for £100,000. This is deemed to require a prospectus before the company can be readmitted to the standard list. The Havana Rolled Cigar Music Café concept has been developed at a site in Aruba. daVictus had £431,000 in the bank at the end of June 2018.
Offshore support vessels operator Gulf Marine Services (GMS) has sent out the document for its requisitioned general meeting on 18 March. Rival Seafox International wants to remove the chairman and appoint three new directors. Ithmar Capital Partners wants to appoint another director.
National Milk Records (NMRP) increased its interim revenues from £10.5m to £11.7m, although some of this was due to seasonal factors and one-off testing business. Pre-tax profit improved from £0.96m to £1.13m. Net debt was £2.06m at the end of December 2018. Every part of the business grew its revenues. Milk volumes are set to be strong in the second half, although milk margins are been squeezed by a decline in the milk price and higher feed costs.
Barkby (BARK) has completed the acquisition of Centurian Automotive for an initial payment of £201,000 in shares at 4.775p each, with up to £251,000 more based on performance over three years. Operating profit in each of the years is required to be at least £200,000 in order to achieve the full payment. The consideration represents a discount to net assets and will be equivalent to up to 20% of Barkby. In the year to March 2018, the automotive dealer made a pre-tax profit of £123,000 on revenues of £5.6m.
Sandal (SAND) says there was a significant increase in Energie MiHome sales in December, particularly later in the month, but trading is still below expectations because of a lack of cash to spend on marketing. The stock overhang has been unwound. A Wi-Fi adapter plug has been added to the range, which is being rolled out in Denman’s Electrical Wholesale branches.
Sport Capital Group (SCG) owned Palermo Football Club for less than one month before selling it back to the previous management team. It was bought for a nominal sum and is being sold for a nominal value, following further due diligence. The company’s representatives joined the board in December and resigned last week. Debt will be settled at the same time. Sports Capital had been trying to raise up to £20m over the next few months.
Trading has recommenced in the shares of EcoVista (EVTP) after it published its results for the year to August 2018. There was a £142,000 property revaluation gain and net assets were £1.39m. There are plans to launch a €10m Eurobond issue to fund further property site acquisitions in London, Hertfordshire and Essex.
Gold explorer Tectonic Gold (TTAU) has completed stage one drilling on the Specimen Hill project in Queensland and each hole drilled intersected gold. Geological modelling results will be available in March. A further 7,500 metres of drilling is being planned.
Auxico Resources Canada Inc (AUAG) has raised $400,000 at 20 cents a unit (one share and one-half warrant). The expenses of the placing were $28,000. The cash will be used for assessing coltan opportunities in Colombia and Brazil. NQ Mining (NQMI) has raised £54,000 at 11p a share.
Panoply Holdings (TPX) has made its third acquisition since floating in December. UK-based GreenShoot Labs provides digital services using artificial intelligence technology. There is no initial consideration and any payment will depend on performance.
Marketing and media services provider Ebiquity (EBQ) traded in line with expectations last year. The disposal of the advertising intelligence was completed on 2 January. This cut net debt to around £8m. The continuing business is expected to continue to grow at 8% a year.
Online merchandising software and services provider ATTRAQT Group (ATQT) increased its 2018 revenues by 26% to £17.1m and the loss declined from £4.1m to £2.7m. The largest customer has renewed for two years. Annual recurring revenues are £16m.
GRC International (GRC) has acquired data consulting business DQM Group for an initial £5.9m with up to £5m in deferred consideration, although it is not expected to be more than £3.5m. This is a significantly earnings enhancing deal.
Cabot Energy (CAB) is consolidating 100 shares into one new share and raising up to £2.85m at 10p per consolidated share. The cash will pay off trade creditors. The main focus is Canada but Cabot believes its Italian oil and gas exploration assets could still be valuable even though the Italian government has suspended exploration work and is reviewing the situation.
The administrator has sold most of the businesses of Patisserie Holdings (CAKE) but there will be no money for shareholders. Dublin-based Causeway Capital has acquired Patisserie Valerie and AF Blakemore acquired Philpotts for a total of £13m, of which £3m is deferred. Baker and Spice was sold to the Department of Coffee and Social Affairs for £2.5m. The AIM quotation will be cancelled on 25 February. Paul Mumford of Cavendish Asset Management believes that the company’s banks should have supported a rescue and been more attentive to what was happening at the company. He thinks that shareholders should seek compensation from the banks.
Malvern International (MLVN) has confirmed that it moved into profit in 2018. The education business has doubled its London-based revenues and this made up for difficult trading in Malaysia.
Realm Therapeutics (RLM) is selling is hypochlorous acid assets for $10m and intends to leave AIM. Realm already had $18.8m in the bank at the end of 2018. The plan is to use the cash to complete a strategic transaction in the life sciences sector. The ADSs will continue to be listed on Nasdaq.
Stride Gaming (STR) has started a strategic review. The choices are acquisitive or organic expansion or the sale of the online gaming company.
Renalytix AI (RENX) has secured a joint venture with laboratory and clinical trials operator AKESOgen and this will enable Renalytix AI to provide additional services in the US. The artificial intelligence-based kidney diagnostics already has a presence in New York and the new joint venture is based in Georgia.
Administrators have been appointed to Utilitywise (UTW) but none of the subsidiaries is in administration. Shareholders are not likely to get anything from the administration process. Unitlitywise was unable to raise the cash it required to keep going and meet liabilities.
Heavitree Brewery (HVT) improved full year revenues from £7.3m to £7.61m and pre-tax profit grew from £1.55m to £2.25m, although that included profit on the sale of pubs and other property of £824,000, up from £6,000. The previous year had benefited from the write-back of a bad debt provision. The final dividend is being increased from 4p a share to 4.25p a share. Heavitree no longer has to cover a pension scheme deficit because three people transferred out of the scheme.
Bowmark Capital has launched a 110p a share recommended cash bid for Tax Systems (TAX) and MXC Capital Ltd (MXC) has accepted with its 25.6% stake. The bid values the tax software provider at £100.6m.
Kodal Minerals (KOD) has published the results of the drilling programme at the Bougouni lithium project. These will be used to update the JORC resource, which should happen by the end of February. Kodal has met with the Mali authorities to update them.
Insignals Neurotech is the third Portuguese spin out for Frontier IP (FIPP) and it will hold a 33% stake. Insignals is developing technology for brain stimulation surgery.
Scientific Digital Imaging (SDI) has made another scientific instruments acquisition and it has raised £2.5m at 34p a share to help finance it. A further £100,000 was raised via PrimaryBid. Graticules manufactures reticules and graticules and fits with the digital imaging division. It cost £3.4m and has added 6% to next year’s earnings per share.
Strategic Minerals (SML) has announced a trebled resource at Redmoor, in which it has a 50% stake. There is an inferred tin equivalent contained metal of 137,000 tonnes.
James Latham (LTHM) has acquired the timber merchant that has the rights to sell Accoya wood in Ireland. Abbey Woods will cost an initial €1.825m with a further €300,000-€400,000 depending on completion accounts. Further deferred consideration of up to €400,000 depending on performance over two years. Last year, Abbey Woods generated EBITDA of €379,000 on revenues of €7.5m and it has operations in Dublin and Cork.
Vast Resources (VAST) says that the tranche B offtake finance from Mercuria Energy Trading did not happen. This means that the planned December and January repayments of the loan from Sub Sahara Goldia Investments have not been made Talks continue with potential finance providers to replace the cash to invest in 80%-owned copper, silver, gold, zinc, lead, tungsten, molybdenum Baita Plai project. Bergen Global Opportunities Fund is pausing the second tranche of the $3m bridge facility because the share price has been below 0.2p for two days. A placing has raised £896,000 at 0.135p a share and this will repay the £525,000 owed to Bergen. There are discussions with a potential cornerstone investor for a diamond project in Zimbabwe.
RiverFort Global Opportunities (RGO) has subscribed for shares in Pires Investments (PIRI), that will give it a 24.3% stake. RiverFort is taking nearly 50% of the shares issued in a placing that raised £782,000 at 2.4p a share for Pires. The cash will be used for new investments.
Trading in the shares of African Battery Materials (ABM) will resume on Monday 18 February following the issue of 200 million shares at 0.5p each. The cash will be used to pay creditors and leave enough to finance the business for 12 months. Andrew Bell has been appointed executive chairman and Paul Johnson as executive director.
Windar Photonics (WPHO) will undershoot the 2018 forecast, but there should be higher orders from Vestas and another manufacturer next year. Even so, 2019 forecasts are likely to be reduced. Total 2018 revenues were 59% ahead at €3.5m and higher gross margins meant that the loss before interest, tax, depreciation and amortisation fell from €1.22m to €360,000. The end of year order book was worth €1m.
Nostra Terra Oil and Gas (NTOG) has more than trebled its proved and probable reserves to 2.43 million barrels of oil. Net proved reserves are 764,030 barrels of oil.
President Energy (PPC) has updated the reserves position. The Argentina and Louisiana reserves are valued at almost $300m, which is equivalent to 21p a share. That is more than twice the market capitalisation. Production is predominantly oil but gas production will increase this year.
Harwood Wealth Management (HW.) has acquired IFA Castleton Financial Planning for up to £1.6m.
Trading in the shares of Urals Energy (UEN) has been suspended following the resignation of Allenby as nominated adviser. A general meeting, which will be held on 22 February, has been called by Adler Impex SA in order to remove three directors and appoint four other directors. Oil production was 1,690 barrels/day in January. Loans made without board approval have meant that the company is short of cash.
Waste-to-energy technology developer PowerHouse Energy (PHE) is confident that it could sign up a customer in the next quarter. There is increasing interest and six potential sites are being assessed. Potential engineering, procurement and construction contractors have approached PowerHouse. Development partner Waste2Tricity is in negotiations with Toyota Tsusho, which would be a way of entering the Japanese market.
Braveheart Investment Group (BRH) has reduced its stake in Remote Monitored Systems (RMS) from 5.9% to 1.32%. Stephen Jones increased his stake from below 3% to 14.5% in just over one month.
Dewscope Ltd, where Mark Horrocks is a director, has cut its stake in Sabien Technology (SNT) from 12.7% to less than 3%. Chris Akers has also reduced his stake from 16.9% to less than 3% and Brendan Adams has cut his shareholding from 4.2% to under 3%. These stakes were acquired on 14 December, when the mid-price was 0.11p. On 11 February, when the shares were sold, the share price increased from 0.145p to 0.175p. Sabien reported a decline in interim revenues from £462,000 to £342,000, but the loss was reduced from £233,000 to £207,000 due to cost reductions.
TV programme producer DCD Media (DCD) expects to report revenues of £7.3m and a small EBITDA in 2018. Trading has started well in 2019 helped by business that was delayed from last year.
HaloSource (HAL) is seeking shareholder approval for the disposal of assets to Strix (KETL) for $1.3m. The cash will pay creditors and fund the winding down of the business. The AIM quotation will be cancelled on 12 March.
WANdisco (WAND) has raised $17.5m at 546p a share to provide cash to support relationships with partners. WANdisco has become an advanced technology partner with Amazon Web Services.
Adamas Finance Asia Ltd (ADAM) is issuing 6.1 million shares to China Aerospace for a 6.8% stake in Hong Kong Mining Holdings, where Adamas already has a 84.8% stake. This is a complicated deal, but Adamas can tell China Aerospace where to transfer these shares. It means that Adamas will not necessarily increase its shareholding in the mining company. Sorting out what was effectively a stock overhang should make it easier to do a deal that will unlock cash for Adamas.
NetScientific (NSCI) has concluded its strategic review and it has decided to cancel its AIM quotation. The remaining cash will be spent on the investee companies with the best prospects of providing a return before the company runs out of money.
Angus Energy (ANGS) is repaying the £1.5m initial advance from YA II and RiverFort Global Opportunities. Angus has raised £2.2m at 4p a share.
The University of British Columbia has ordered a polariser system from Polarean Imaging (POLX).
Begbies Traynor (BEG) has made the earnings enhancing acquisition of profitable Newcastle insolvency practice KRE. The initial payment is £450,000 with up to £150,000 more based on revenue targets over 12 months.
Full year figures will be lower than expected at IFA Tavistock Investments (TAVI) but a maiden dividend is still on the cards.
Crossword Cybersecurity (CCS) will report a 45% increase in 2018 revenues, with most of the growth coming from software.
Cryptocurrency mining services provider Argo Blockchain (ARB) is refocusing its business. All existing contracts will be terminated by the beginning of April. The focus will be Argo’s own currency mining. Ongoing costs will be cut by one-third. Net cash is £15m and that is much more than the market capitalisation of Argo. The cash outflow should be stemmed in the second half of 2019. Hadron Capital recently increased its stake to 7.6%.
Trading is in line at fasteners supplier Trifast (TRI) even though the UK automotive market is weak. More than two-thirds of sales are overseas. Additional UK stocks for Brexit are worth around £2m.
Commercial aircraft leasing company Avation (AVAP) expects to report a doubled interim profit on revenues that have risen from $52.4m to $58m.
Outdoor digital media company Grand Vision Media Holdings (GVMH) has signed a partnership agreement with Rakuten Bank in Japan to add to the one it signed with CY Group in South Korea. GVMH’s marketing services will help its partners promote themselves to Chinese tourists. GVMH has glasses-free 3D technology.
Helen Sachdev has been appointed as a non-executive director of Athelney Trust (ATY) and Frank Ashton has taken on the role of executive chairman. Discussions continue with Gresham House Asset Management about taking over the management of the company’s investments.
Future (FUTR) has secured a new £90m revolving credit facility and it is acquiring CyclingNews.com and Procycling Magazine, which generate annual revenues of £2m. This deal widens the sports publishing activities.
REA Holdings (RE.) significantly increased palm oil production in 2018, even though extraction rates were lower than expected. The Kota Bangun coal concession is heading towards reopening the mine, although there are local disputes.