REG - Portmeirion Group - Proposed Placing to raise at least £15 million
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RNS Number : 8971G Portmeirion Group PLC 03 June 2026
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
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THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF
THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK
VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 ("UK MAR").
For immediate release
3 June 2026
Portmeirion Group plc
("Portmeirion" or the "Company")
Proposed Placing to raise at least £15 million
Proposed Retail Offer to raise up to £2 million
Portmeirion Group plc (AIM: PMP), the global homeware brands group, announces
that it intends to raise, in aggregate, at least £15 million by way of a
Placing and up to £2 million in a Retail Offer (both as defined below).
Highlights:
· The Company is undertaking an equity fundraise which consists of:
o a proposed conditional placing of new ordinary shares of 5 pence each in
the capital of the Company (the "Placing Shares") to raise at least £15
million (before fees and expenses) (the "Placing") at an issue price of 50
pence per Placing Share (the "Issue Price"); and
o a proposed retail offer to raise up to £2 million (before fees and
expenses) at the Issue Price (the "Retail Offer" and together with the
Placing, the "Fundraise").
· The net proceeds of the Fundraise will be used:
o to transform the Group's balance sheet and facilitate completion of the
ABL Facility (as further described below) (approximately 80 per cent. of
Placing proceeds);
o to invest in the Group's US Amazon business which has recently been
brought in-house (working capital and marketing) (approximately 10 per cent.
of Placing proceeds); and
o for a pipeline of small bolt-on acquisition opportunities which are
focused on new product development, margin enhancement and supply chain
security (approximately 10 per cent. of Placing proceeds);
· All the Directors have indicated an intention to participate in the
Placing. In aggregate, such intentions, amount to gross proceeds of
approximately £250,000 at the Issue Price.
· In aggregate, irrevocable undertakings to vote in favour of the
Resolutions approving the Fundraise have been received from Shareholders who,
in aggregate, hold 6,996,120 Existing Ordinary Shares, representing 49.90 per
cent. of the Existing Ordinary Shares.
· Assuming completion of the Placing and assuming no proceeds from the
Retail Offer, the Board expects that FY26 year-end net debt will be low single
digit to mid-single digit £ million. Any net proceeds from the Retail Offer
will be used to further reduce the FY26 year-end net debt. In addition, the
Group is pursuing a number of actions and opportunities to enable it to
deliver on its near-term target of achieving a net cash position as soon as
possible.
· Shore Capital Stockbrokers Limited ("SCS") is acting as sole
bookrunner in connection with the Placing and Shore Capital and Corporate
Limited ("SCC") is acting as nominated adviser to Portmeirion.
Unless the context otherwise provides, capitalised terms used in this
announcement (including the appendix (the "Appendix" and together, this
"Announcement")) have the meanings ascribed to them in the section headed
"Definitions" at the end of this Announcement.
Rationale for the Fundraise
The Group has a long track record of profitability, generating an average EBIT
margin of 5.6 per cent. between FY19 to FY24. However, recent performance has
been impacted by a number of challenges and FY25 was a loss-making year. These
challenges include a number of one-off factors in 2025 such as US tariffs and
related disruption, UK energy pricing and yields impacted by the industry
introduction of non-lithium glaze. In addition, there have been a number of
headwinds impacting performance which include employment tax changes, having
to operate with a constrained balance sheet, inefficient factory economics and
over reliance on the US and Korea markets.
The Company implemented a transformation plan in March 2025 to simplify the
Group's operating model to deliver more attractive financial performances and
return the Group to growth. The plan is ongoing and good progress has been
made with encouraging results so far. The key elements to the 'Portmeirion:
Elevated' transformation plan are as follows:
· Drive higher returns: strengthen the Group's balance sheet; optimise
inventory; and drive increased gross margin returns (targeting 300-500 basis
points gross margin improvement).
· Focused expansion: have a brand mindset with a focus on hero brands
of Spode and Portmeirion alongside a relaunch of Royal Worcester; a clear
approach to product and pricing; international expansion - prioritising 5
markets of China, India, South America, Japan and Australia; enhance own
eCommerce offering; and pursue further licensing opportunities.
· Excellence everywhere: 'Made in Stoke' brand led strategy; optimise
the talent and organisational design; and use data and AI more effectively.
On 6 May 2026, the Company announced the appointment of Michael Scheepers as
the Company's new chief executive officer. The Board believes that Mr
Scheepers has the qualities, skills and experience to successfully lead the
next stage of the transformation plan alongside the recently strengthened
wider leadership team.
The transformation plan will be underpinned by the creation of a 'Fortress
Balance Sheet'. The Fundraise is an important part of this and the Directors
believe it will provide the financial platform necessary to execute the
Group's strategic initiatives and deliver enhanced shareholder value over the
medium term.
Through the transformation plan, the Group is targeting a return to
sustainable growth and profitability, with a target of reduced losses for FY26
compared to FY25 and a return to profit before tax in FY27 with growth
thereafter.
Alongside the ambition to create a global brand of £300 million of brand
sales, the Board is introducing new targets to guide the next stage of
transformation and these are: (a) sales growth of 4 per cent. to 6 per cent.
per annum; (b) 6 per cent.to 8 per cent. EBIT margin; and (c) 40 to 60 per
cent. cash conversion.
As part of the Group's forward-looking plans, in the future the Board intends
to change the Company's name to Spode PLC, reflecting the global reach,
heritage and resonance of the Spode brand in our markets, intellectual
property considerations and increasing simplicity in a digital world. This
name change will only impact the listed company name and there is no intention
to change any brands within the brand portfolio such as Portmeirion, Spode,
Royal Worcester, Pimpernel, Nambe and Wax Lyrical. Transactional customer
facing websites will remain the same.
In addition, the Company's financial year end is expected to be changed from
31 December to a year end more appropriate to our business and trading
seasonality and the Company expects to provide a further update at its half
year results announcement.
Fundraise Terms
· Conditional placing of at least 30,000,000 Placing Shares at the
Issue Price to raise gross proceeds (before fees and expenses) of at least
£15 million.
· A separate Retail Offer of up to 4,000,000 new Ordinary Shares (the
"Retail Offer Shares" and together with the Placing Shares, the "New Ordinary
Shares") at the Issue Price on the Bookbuild Platform to raise gross proceeds
(before fees and expenses) of up to £2 million. The Retail Offer will provide
existing retail Shareholders in the United Kingdom with an opportunity to
participate in the Fundraise at the same price as the Placing. A separate
announcement will be made in due course regarding the Retail Offer and its
terms. For the avoidance of doubt, the Retail Offer is not part of the
Placing.
· The Fundraise is conditional, inter alia, upon the Resolutions being
passed at the General Meeting and it is expected that the Placing Shares and
the Retail Offer Shares will be admitted to trading on AIM on 24 June 2026.
· As set out in the highlights section above, the net proceeds of the
Placing, will be used, inter alia, to transform the Group's balance sheet and
facilitate completion of the ABL Facility. The Placing is not conditional on
the completion of the ABL Facility, which is expected to occur following
completion of the Placing. While the ABL Facility has been entered into with
pre-completion conditions expected to be satisfied, there can be no certainty
that the ABL Facility will be completed.
· The Issue Price represents a discount of approximately 47 per cent.
to the closing mid-market price of 94.5 pence per Existing Ordinary Share on 2
June 2026, being the latest practicable date prior to the publication of this
Announcement. The Issue Price was determined through a pre-launch market
sounding exercise and in close consultation with a number of the Group's key
shareholders and following careful consideration of the prevailing market
conditions. The Board is also mindful of the significant Fundraise size
compared to the Company's current market capitalisation.
· A circular (the "Circular") containing details of the Fundraise and
convening a general meeting of the Company proposed to be held at the
Company's registered office, being London Road, Stoke On Trent, Staffordshire,
ST4 7QQ, at 10:00 a.m. on 23 June 2026 (the "General Meeting") in order to
pass the Resolutions to approve the Fundraise, is expected to be posted to
Shareholders after the closure of the Bookbuild (as defined below). The
Circular, once published, will be available on the Company's website at
https://www.portmeiriongroup.com/investors/aim-rule-26
(https://www.portmeiriongroup.com/investors/aim-rule-26) .
· In aggregate, irrevocable undertakings to vote in favour of the
Resolutions have been received from Shareholders who, in aggregate, hold
6,996,120 Existing Ordinary Shares, representing 49.90 per cent. of the
Existing Ordinary Shares.
The Group acknowledges that it is seeking to issue new Ordinary Shares
significantly in excess of 10 per cent. of its existing issued share capital
on a non-pre-emptive basis, in accordance with its existing authorities. The
Board has carefully considered the size of the Fundraise and all the available
funding options. In the context of the importance of the Fundraise to the
Group, the transformation plan and facilitating the ABL Facility, the Board
concluded that the Fundraise size is necessary. It also believes a Placing
represents the most appropriate funding approach as it provides a higher
degree of certainty whilst minimising execution risk and costs. The Board has
decided to incorporate a £2 million Retail Offer at the Issue Price alongside
the non-pre-emptive issue to facilitate broader participation in the
Fundraise.
Details of the Placing
SCS (the "Bookrunner") is acting as sole bookrunner in connection with the
Placing. SCC (together with SCS, "Shore Capital") is acting as nominated
adviser to Portmeirion.
The Placing will be effected by way of an accelerated bookbuild (the
"Bookbuild") at the Issue Price. The Bookbuild will open with immediate effect
following the release of this Announcement in accordance with the terms and
conditions set out in the Appendix.
The Placing is conditional upon, inter alia, the passing of the Resolutions
and the placing agreement between the Company and Shore Capital (the "Placing
Agreement") not having been terminated in accordance with its terms. The
Retail Offer is conditional on the completion of the Placing, but the Placing
is not conditional on the completion of the Retail Offer.
The timing for the close of the Bookbuild and allocation of the Placing Shares
shall be at the absolute discretion of the Bookrunner, in consultation with
the Company. The final number of Placing Shares to be issued pursuant to the
Placing will be agreed by the Bookrunner and the Company at the close of the
Bookbuild. The results of the Placing will be announced as soon as practicable
thereafter. The Placing is not being underwritten. The Placing Shares are not
part of the Retail Offer.
Directors' participation in the Placing
All the Directors have indicated that they intend to participate in the
Placing as set out below. Further details will be set out in the announcement
regarding the results of the Placing.
Director Position Amount (£)
Angela Luger Senior Non-Executive Director 15,000
Jeremy Wilson Non-Executive Director 20,000
Jonathan Hill Group Finance Director 50,000
Michael Scheepers Chief Executive Officer 50,000
Peter Tracey Non-Executive Chairman 115,000
Total 250,000
Admission, settlement and dealings
Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on the AIM market of the London Stock
Exchange ("Admission").
Admission is expected to take place at 8.00 a.m. on 24 June 2026 and dealings
in the New Ordinary Shares are expected to commence at 8.00 a.m. on 24 June
2026 or, in each case, such later time and/or date as the Bookrunner and the
Company agree (being in any event no later than 8.00 a.m. on 30 June 2026).
The New Ordinary Shares, when issued, will be credited as fully paid and will
rank pari passu in all respects with the Existing Ordinary Shares, including
the right to receive all dividends and other distributions declared, made or
paid after the date of issue.
The Placing Shares and the Retail Offer Shares will be in registered form and
will be capable of being held in either certificated or uncertificated (i.e.
in CREST) form. Accordingly, following Admission, settlement of transactions
in the New Ordinary Shares may take place within the CREST system if a
Shareholder so wishes. Shareholders who wish to receive and retain share
certificates are able to do so.
The ISIN number of the New Ordinary Shares is GB0006957293. The TIDM is PMP.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement and the "Further information relating to the
Fundraise" section. The Appendix to this Announcement sets out further
information relating to the terms and conditions of the Placing. It is
intended that the Retail Offer Shares will be subscribed for on the basis of
the terms and conditions of the Retail Offer, rather than pursuant to the
terms and conditions of the Placing contained in the Appendix to this
Announcement.
The person responsible for arranging the release of this Announcement on
behalf of the Company is Jonathan Hill, a Director of the Company.
ENQUIRIES:
Portmeirion Group PLC:
Peter Tracey, Non-Executive Chair Via Houston PR
Michael Scheepers, Chief Executive Officer
Jon Hill, Group Finance Director
Houston portmeiriongroup@houston.co.uk
(PR advisers)
Kate Hoare +44 (0)204 529 0549
Charlie Barker +44 (0)773 303 2695
Shore Capital:
(Nominated Adviser and Sole Bookrunner): +44 (0) 207 408 4090
Patrick Castle
Lucy Bowden
Isobel Jones
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2026
Announcement of the Placing 3 June
Announcement of the Retail Offer 4 June
Announcement of the results of the Placing 4 June
Publication and posting of the Circular (including the Notice of General 5 June
Meeting)
Closing of Retail Offer 4:30 p.m. on 9 June
Announcement of the results of the Retail Offer 7:00 a.m. on 10 June
Latest time and date for receipt of completed Forms of Proxy and receipt of 10:00 a.m. on 19 June
electronic proxy appointments via the CREST system
General Meeting 10:00 a.m. on 23 June
Announcement of results of General Meeting 23 June
Admission and commencement of dealings in the New Ordinary Shares on AIM from 8:00 a.m. on 24 June
CREST accounts credited in respect of the New Ordinary Shares in On or soon after 8:00 a.m. on 24 June
uncertificated form
Expected date for dispatch of definitive share certificates in respect of the Within 10 Business Days of Admission
New Ordinary Shares to be issued in certificated form (if applicable)
Notes:
1. All references to times in this Announcement are to London
time.
2. The dates and times set out in the above timetable and in
the rest of this Announcement are indicative only and may be subject to
change. If any such dates and times should change, the revised times and/or
dates will be notified by the Company by announcement via a Regulatory
Information Service.
3. All events in the above timetable scheduled to take place
after the General Meeting are conditional on the approval by the Shareholders
of the Resolutions.
FURTHER INFORMATION RELATING TO THE FUNDRAISE
Current Trading and Prospects
The Company released its preliminary results for the twelve months ended 31
December 2025 on 6 May 2026 ("FY25 Results"). A copy of these results can be
found at www.portmeiriongroup.com/investors/reports-and-presentations
(http://www.portmeiriongroup.com/investors/reports-and-presentations) .
In the FY25 Results, the Company included the following outlook statement:
"2025 has been a transitional year, with lots of areas of progress, albeit our
financial performance was disappointing and a long way from reflecting the
potential of the Group. We delivered an improved performance in the second
half of 2025, saw strong seasonal sell-through of our re-designed Christmas
ranges and our two most important trade shows in January 2026 - Atlanta and
Frankfurt - were encouraging.
The macro-economic backdrop remains uncertain, consumer confidence remains low
and there remains ongoing risk of global trade shocks, as has been witnessed
in the recent past. The UK continues to have energy costs significantly higher
than large parts of the developed economy and UK Government policies have put
significant pressure on wages.
Despite this, we are seeing positive signs in some key areas of our
transformation plan with overall revenue at the end of March 2026 ahead of
last year and the US and International markets showing growth. We have
experienced timing differences in Korea and our Wax Lyrical business is short
of budget projections but we believe the appointment of the first ever MD in
Wax Lyrical will drive improved results.
In addition, we are in the process of agreeing deals to clear old inventory
and continue to invest in the business to support the platform for growth,
which includes the development of our own inhouse Amazon capability in the US
to allow further control of brand pricing and a reduction in concentration
risk for sales and receivables. There will be some modest, but worthwhile,
upfront investments to deliver this improvement.
…. In March 2026, the business had 3 properties valued by Avison Young, a
globally recognised real estate advisory company. The 3 properties included
the Stoke HQ factory, offices and associated land and the Trentham Lakes
Distribution Centre and were valued at £11.7m (net book value: £5.2m).
Despite these uncertain times we have plenty of reasons to be cautiously
optimistic. We own great premium brands which provide us with significant
global potential and have clear plans in place to help us reclaim lost ground,
return to growth and deliver performance. I look forward to updating
shareholders on our progress in due course."
Since the 6 May 2026 results announcement, the Group has continued to perform
in line with the Board's expectations.
New Asset Based Lending Facility
The Company has a significant asset base which the Board does not consider is
appropriately reflected in the Company's market capitalisation. This asset
base includes property which was valued at approximately £11.7 million, plant
and equipment valued at approximately £7.6 million and inventory valued at
approximately £39 million (each as at 31 December 2025).
Given this significant asset value, the Board concluded that to help enable
the transformation plan, it was necessary to replace the Group's existing £30
million revolving credit facility with a debt facility that fully capitalises
on the Group's high quality asset base to provide a more stable source of
liquidity to fund operations. Accordingly, the Company has agreed the terms of
a 5-year £36 million asset based lending facility (the "ABL Facility") with
Leumi UK Group Limited. The ABL Facility has been entered into immediately
prior to this Announcement, with certain conditions to be satisfied before
completion.
Key points relating to the ABL Facility include:
· the ABL Facility achieves a lower blended cost of debt (approximately
2.58 per cent. margin over SONIA/SOFR) compared to the existing revolving
credit facility (3 per cent. margin over SONIA);
· the ABL Facility pivots away from cashflow lending towards an
asset-backed structure to more easily unlock borrowing capacity, with less
sensitivity to volatile earnings; and
· the reduced covenant suite in the ABL Facility represents additional
operating headroom and aligns more closely with the Company's key performance
indicators.
The ABL Facility terms include a requirement to have facility availability
headroom of £6.5 million on the commencement date of the ABL Facility. The
Board expects that this headroom will be satisfied from the net proceeds of
the Placing. While the ABL Facility has been entered into with pre-completion
conditions expected to be satisfied, there can be no certainty that the ABL
Facility will be completed.
The Fundraise is not conditional on the completion of the ABL Facility, which
is expected to occur following completion of the Fundraise.
Use Of Proceeds
It is currently expected that the net proceeds of the Placing will be used to
create a 'Fortress Balance Sheet' to underpin the Group's ambition of £300
million of brand sales. Specifically, the net proceeds from the Placing are
expected to be allocated as follows:
· transforming the Group's balance sheet and facilitate completion of
the ABL Facility (approximately 80 per cent. of the Placing proceeds);
· investment in the Group's US Amazon business which has recently been
brought in-house (working capital and marketing) (approximately 10 per cent.
of the Placing proceeds); and
· for a pipeline of small bolt-on acquisition opportunities which are
focused on new product development, margin enhancement and supply chain
security (approximately 10 per cent. of the Placing proceeds);
Assuming completion of the Placing and assuming no proceeds from the Retail
Offer, the Board expects that FY26 year-end net debt will be low single digit
to mid-single digit £ million. Any net proceeds from the Retail Offer will be
used to further reduce the FY26 year-end net debt.
Alongside this, the Group is pursuing a number of actions and opportunities to
enable it to deliver on its near-term target of achieving a net cash position.
These include:
· rebates in the US from the Covid Employee Retention Credits Scheme
and US tariffs;
· the sale and leaseback of the Group's distribution centre which is
being actively marketed;
· the disposal of Wax Lyrical (adviser appointed);
· further inventory improvement; and
· any benefit from the UK Government's recently announced £120 million
fund to support the UK ceramics industry.
In respect of the acquisition pipeline of small bolt-on opportunities, the
Company is in discussions regarding three asset-based transactions.
If the Resolutions are not passed at the General Meeting, the anticipated
proceeds of the Fundraise will not become available to the Company.
Irrevocable undertakings
In consideration of the Company agreeing to launch the Fundraise, publish the
Circular and convene the General Meeting, the Shareholders, as set out below,
have provided irrevocable undertaking to vote or, where applicable, to procure
the casting of votes by the registered holder, in favour of the Resolutions.
Accordingly, in aggregate, irrevocable undertakings have been received from
Shareholders who, in aggregate, hold 6,996,120 Existing Ordinary Shares,
representing 49.90 per cent. of the Existing Ordinary Shares.
Shareholders
Name Ordinary Shares subject to irrevocable Percentage of Existing Ordinary Shares
AB Traction 2,233,408 15.93
The Caroline Fulbright Settlement 1,436,195 10.24
Shahrzad Farhadi 632,333 4.51
Kamrouz Farhadi 562,917 4.01
Charles Stanley 394,000 2.81
The Second Caroline Fulbright Settlement 356,077 2.54
Robin Llwelyn 192,000 1.37
Jeremy Robert Stiff 165,906 1.18
Caroline Anwyl Cooper-Willis 160,000 1.14
Sian Cwper 155,901 1.11
Kian Farhadi 142,631 1.02
Ata Farhadi 142,631 1.02
Ymddiriedolaeth Susan Williams-Ellis Foundation 44,308 0.32
Seran Arianwen Dolma 42,000 0.30
Melangell Dolma 42,000 0.30
Ceirios Huws 42,000 0.30
Enfys Angharad Maloney 42,000 0.30
Miranda Fulbright 42,000 0.30
Aeronwen Rose Fulbright-Vickers 22,866 0.16
Total 6,851,173 48.86
Directors
Name Position Ordinary Shares subject to irrevocable Percentage of Existing Ordinary Shares
Peter Tracey Non-Executive Chairman 140,000 1.00
Angela Luger Senior Non-Executive Director 3,947 0.03
Jeremy Wilson Non-Executive Director 1,000 0.01
Total 144,947 1.04
IMPORTANT NOTICES
SCC which is authorised and regulated in the UK by the FCA, is acting as
Nominated Adviser to the Company in connection with the matters described in
this Announcement and is not acting for any other persons in relation to the
Fundraise and Admission. SCC is acting exclusively for the Company and for no
one else in relation to the contents of this Announcement and persons
receiving this Announcement should note that SCC will not be responsible to
anyone other than the Company for providing the protections afforded to
clients of SCC or for advising any other person on the arrangements described
in this Announcement. The responsibilities of SCC as the Company's Nominated
Adviser under the AIM Rules and the AIM Rules for Nominated Advisers are owed
solely to the London Stock Exchange and are not owed to the Company or to any
Director, Shareholder, or other person in respect of their decision to acquire
shares in the capital of the Company in reliance on any part of this
Announcement, or otherwise.
SCS which is authorised and regulated in the UK by the FCA, is acting as sole
bookrunner to the Company in connection with the matters described in this
Announcement and is not acting for any other persons in relation to the
Fundraise and Admission. SCS is acting exclusively for the Company and for no
one else in relation to the contents of this Announcement and persons
receiving this Announcement should note that SCS will not be responsible to
anyone other than the Company for providing the protections afforded to
clients of SCS or for advising any other person on the arrangements described
in this Announcement.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Bookrunner or by any of its respective Representatives as to, or in
relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is expressly
disclaimed.
This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of Portmeirion's plans and its current
goals and expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results. Forward-looking
statements sometimes use words such as "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may",
"could", "outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of Portmeirion,
including amongst other things, United Kingdom domestic and global economic
business conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation, deflation, the
timing effect and other uncertainties of future acquisitions or combinations
within relevant industries, the effect of tax and other legislation and other
regulations in the jurisdictions in which Portmeirion and its affiliates
operate, the effect of volatility in the equity, capital and credit markets on
Portmeirion's profitability and ability to access capital and credit, a
decline in Portmeirion's credit ratings; the effect of operational risks; and
the loss of key personnel. As a result, the actual future financial condition,
performance and results of Portmeirion may differ materially from the plans,
goals and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on behalf of
Portmeirion speak only as of the date they are made. Except as required by
applicable law or regulation, Portmeirion expressly disclaims any obligation
or undertaking to publish any updates or revisions to any forward-looking
statements contained in this Announcement to reflect any changes in
Portmeirion's expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is based.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of Portmeirion for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of Portmeirion.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the AIM market of the London Stock
Exchange.
Investors who have chosen to participate in the Fundraise, by making or
accepting an oral, electronic or written and legally binding offer to acquire
Placing Shares, will be deemed to have read and understood this Announcement
in its entirety and to be making an offer and acquiring the Placing Shares on
the terms and subject to the conditions contained herein and to be providing
the confirmations, representations, warranties, agreements, acknowledgements
and undertakings contained in the Appendix.
This Announcement is for information purposes only and shall not constitute an
offer to buy, sell, issue, or subscribe for, or the solicitation of an offer
to buy, sell, issue, or subscribe for any securities, nor shall there be any
offer, solicitation or sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unauthorised or unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. Any failure to comply with these restrictions may constitute a
violation of the securities law of any such jurisdiction.
The Placing Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act") or with any
securities regulatory authority of any state or other jurisdiction of the
United States, and may not be offered, sold or transferred, directly or
indirectly, in or into the United States (including its territories and
possessions, any state of the United States and the District of Columbia)
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with any
applicable securities laws of any state or any other jurisdiction of the
United States. Accordingly, the Placing Shares will be offered and sold only
outside of the United States in "offshore transactions" (as such term is
defined in Regulation S under the Securities Act ("Regulation S")) pursuant to
Regulation S and otherwise in accordance with applicable laws. No public
offering of the Placing Shares is being made in the United States or
elsewhere.
The distribution of this Announcement and the offering of the New Ordinary
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Company or Shore Capital or any of their respective affiliates,
or any of their respective directors, officers, partners, employees, advisers
and/or agents that would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are required
to inform themselves about, and to observe, such restrictions.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States. The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or territory of
Canada, no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance; the
relevant clearances have not been, and will not be, obtained from the South
Africa Reserve Bank or any other applicable body in the Republic of South
Africa in relation to the Placing Shares; and the Placing Shares have not
been, nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of the United States,
Australia, Canada, the Republic of South Africa or Japan. Accordingly, the
Placing Shares may not (unless an exemption under the relevant securities laws
is applicable) be offered, sold, resold or delivered, directly or indirectly,
in or into the United States, Australia, Canada, the Republic of South Africa
or Japan or any other jurisdiction outside the United Kingdom or the EEA.
This Announcement does not contain an offer or constitute any part of an offer
to the public. This Announcement is not a "prospectus" within the meaning of
Regulation 21(1) of the Public Offers and Admissions to Trading Regulations
2024 ("POATR") and a copy of it has not been, and will not be, delivered to
any authority which could be a competent authority for the purpose of the
Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus Regulation").
No prospectus, offering memorandum, offering document or admission document
has been or will be made available in any jurisdiction in connection with the
matters contained or referred to in this Announcement and no such document is
required (in accordance with the EU Prospectus Regulation or the POATR) to be
published. All offers of the Placing Shares will be made available pursuant to
an exemption under the POATR or the EU Prospectus Regulation from the
requirement to produce an admission document or prospectus.
The contents of this Announcement have not been examined or approved by the
London Stock Exchange, nor has it been approved by an "authorised person" for
the purposes of Section 21 of the FSMA. This Announcement is being distributed
to persons in the United Kingdom only in circumstances in which section 21(1)
of the FSMA does not apply.
This Announcement is directed only at: (a) persons in member states of the
European Economic Area who are qualified investors within the meaning of
article 2(e) of the EU Prospectus Regulation and (b) if in the United Kingdom,
persons who (i) have professional experience in matters relating to
investments who fall within the definition of "investment professionals" in
article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"), or are high net worth
companies, unincorporated associations or partnerships or trustees of high
value trusts as described in article 49(2) of the Order and (ii) are qualified
investors as defined in paragraph 15 of Part 2 of Schedule 1 of the POATR and
(c) otherwise, to persons to whom it may otherwise be lawful to communicate it
(all such persons together being referenced to as "Relevant Persons"). Any
investment in connection with the Fundraise will only be available to, and
will only be engaged with, Relevant Persons. Any person who is not a Relevant
Person should not act or rely on this Announcement or any of its contents.
Neither the content of Portmeirion's website (or any other website) nor the
content of any website accessible by hyperlinks on the Company's website (or
any other website) is incorporated in, or forms part of, this Announcement.
INFORMATION TO DISTRIBUTORS
UK PRODUCT GOVERNANCE
Solely for the purposes of the product governance requirements contained
within Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that such securities are: (i) compatible with an end target market of
investors who meet the criteria of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each as defined
in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors (for the purposes of UK Product Governance Requirements) should
note that: (a) the price of the Placing Shares may decline and investors could
lose all or part of their investment; (b) the Placing Shares offer no
guaranteed income and no capital protection; and (c) an investment in the
Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or regulatory
selling restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Bookrunner will only
procure investors who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; 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.
EEA PRODUCT GOVERNANCE
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 in
the European Economic Area (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of the
MiFID II Product Governance Requirements) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible with an end
target market of (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 "EU Target Market Assessment"). Notwithstanding
the EU Target Market Assessment, distributors should note that: the price of
the Placing Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible only with
investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the EU
Target Market Assessment, the Bookrunner will only procure investors who meet
the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
THIS APPENDIX GIVES DETAILS OF THE TERMS AND CONDITIONS OF, AND THE MECHANICS
OF PARTICIPATION IN, THE PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND
ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR
AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE
("RELEVANT MEMBER STATE") OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO
ARE QUALIFIED INVESTORS ("EEA QUALIFIED INVESTORS"), BEING PERSONS FALLING
WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE
QUALIFIED INVESTORS ("UK QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN
THE MEANING OF PARAGRAPH 15 OF PART 2 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND
ADMISSIONS TO TRADING REGULATIONS 2024/105 (THE "POATR"), AND WHO ARE: (I)
PERSONS FALLING WITHIN THE DEFINITION OF AN "INVESTMENT PROFESSIONAL" IN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); OR (II) PERSONS WHO FALL
WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC) OF THE ORDER; OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION SET OUT HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR
SUBSCRIPTION OF, OR THE SOLICITATION OF AN OFFER TO ACQUIRE OR SUBSCRIBE FOR,
ANY SECURITIES IN THE COMPANY. EACH PLACEE SHOULD CONSULT WITH ITS OWN
ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN
PLACING SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA)
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION OF THE
UNITED STATES. ACCORDINGLY, THE PLACING SHARES WILL BE OFFERED AND SOLD ONLY
OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" (AS SUCH TERM IS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")) PURSUANT TO
REGULATION S AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC
OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR
ELSEWHERE. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law. No action
has been taken or will be taken by the Company, the Nominated Adviser, the
Bookrunner or any of their respective affiliates, agents, directors, officers
or employees that would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action for that
purpose is required. Persons distributing any part of this Announcement must
satisfy themselves that it is lawful to do so. Persons (including, without
limitation, nominees and trustees) who have a contractual or other legal
obligation to forward a copy of this Announcement should seek appropriate
advice before taking any such action. Persons into whose possession this
Announcement comes are required by the Company, the Nominated Adviser, and the
Bookrunner to inform themselves about and to observe any such restrictions.
Neither this Announcement nor any part of it constitutes or forms part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in any jurisdiction in which such offer or
solicitation is unlawful and, in particular, is not for distribution in or
into the United States (including its territories and possessions, any state
of the United States and the District of Columbia) Australia, Canada, Japan,
the Republic of South Africa or to any national, resident or citizen of the
United States, Australia, Canada, Japan or the Republic of South Africa or to
any corporation, partnership or other entity created or organised under the
laws thereof, or to any persons in any other country outside the United
Kingdom where such distribution may lead to a breach of any legal or
regulatory requirement. No public offering of the Placing Shares is being
made in any such jurisdiction.
All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption under the POATR or the EU Prospectus Regulation, as
appropriate, from the requirement to produce a prospectus. In the United
Kingdom, this Announcement is being directed solely at persons in
circumstances in which section 21(1) of FSMA does not apply.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained from the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Placing Shares and the Placing Shares have not been, nor will
they be, registered under or offered in compliance with the securities laws of
any state, province or territory of Australia, Canada, Japan or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada, Japan, the
Republic of South Africa or any other jurisdiction outside the United Kingdom
or the EEA.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Nominated Adviser, the Bookrunner or any of their respective
affiliates as to or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any party or its advisers, and any liability therefore
is expressly disclaimed.
The Nominated Adviser and the Bookrunner are acting exclusively for the
Company and no-one else in connection with the Placing and are not, and will
not be, responsible to anyone (including the Placees) other than the Company
for providing the protections afforded to their clients nor for providing
advice in relation to the Placing and/or any other matter referred to in this
Announcement.
None of the Company, the Nominated Adviser or the Bookrunner or any of their
respective affiliates makes any representation or warranty, express or implied
to any Placees regarding any investment in the securities referred to in this
Announcement under the laws applicable to such Placees.
Each Placee should consult with its own advisers as to legal, regulatory, tax,
business and related aspects of a subscription for the Placing Shares. The
price of shares and any income expected from them may go down as well as up
and Placees may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance. The contents of
this Announcement are not to be construed as financial, legal, business or tax
advice.
The Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of the Announcement.
By participating in the Placing, Placees, including any individuals, funds or
others on whose behalf a commitment to acquire Placing Shares is given, will
be deemed: (i) to have read and understood this Announcement, including this
Appendix, in its entirety; and (ii) to be participating and making an offer
for Placing Shares on the terms and conditions contained herein; and (iii) to
be providing (and shall only be permitted to participate in the Placing on the
basis that they have provided) the confirmations, agreements, representations,
warranties, acknowledgements and undertakings contained in this Appendix.
Details of the Placing Agreement, the Placing Shares and the Bookbuild
SCC is acting as nominated adviser and SCS is acting as bookrunner in
connection with the Placing and Admission.
Shore Capital has today entered into the Placing Agreement with the Company
under which, amongst other things, the Bookrunner has agreed, as agent for and
on behalf of the Company, to use its reasonable endeavours to procure
subscribers for Placing Shares, on the terms and subject to the conditions set
out herein.
The Bookrunner will today commence the Bookbuild to determine demand for
participation in the Placing by Placees immediately following the publication
of this Announcement. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Placing. No
commissions will be paid to Placees or by Placees in respect of any Placing
Shares. The Placing is not being underwritten. Members of the public are not
entitled to participate in the Placing. The Placing Shares are not part of the
Retail Offer.
The Bookrunner shall be entitled to effect the Placing by such alternative
method to the Bookbuild as it may, in its discretion following consultation
with the Company, determine.
The Placing Shares will, when issued, be subject to the articles of
association of the Company, be credited as fully paid up, rank in full for all
dividends and other distributions declared, made or paid on the Ordinary
Shares and otherwise rank pari passu in all respects with, and be identical
to, the Existing Ordinary Shares. The Placing Shares will be issued free of
any encumbrances, liens or other security interests.
Participation in, and principal terms of, the Bookbuild and Placing
1. The Bookrunner is arranging the Placing as bookrunner and agent of the Company for the purpose of procuring Placees at the Issue Price for the Placing Shares.
2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Bookrunner. The Bookrunner may (but is not obliged to) agree to be a Placee in respect of all or some of the Placing Shares or may nominate any member of its group to do so.
3. The Issue Price will be a fixed price of 50 pence per Placing Share and is payable to the Bookrunner (as agent for the Company) by all Placees whose bids are successful.
4. The number of Placing Shares to be issued at the Issue Price will be agreed by the Bookrunner in consultation with the Company following completion of the Bookbuild and will be recorded in terms of subscription entered into between the Bookrunner and the Company. The number of Placing Shares to be issued will be announced by the Company on a Regulatory Information Service as soon as reasonably practicable following the completion of the Bookbuild.
5. Except as required by law or regulation, no press release or other announcement will be made by the Bookrunner or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
6. To bid in the Bookbuild, Placees should communicate their bid by telephone or email to their usual sales contact at the Bookrunner. Each bid should state the number of Ordinary Shares which the prospective Placee wishes to subscribe for at the Issue Price. Bids may be scaled down by the Bookrunner on the basis referred to in paragraph 10 below.
7. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with the Bookrunner's consent, will not be capable of variation or revocation after the time at which it is submitted. Following the Bookrunner's oral or written confirmation of each Placee's allocation and commitment to acquire Placing Shares, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Bookrunner (as agent for the Company), to pay to them (or as the Bookrunner may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares that such Placee has agreed to subscribe for and the Company has agreed to allot and issue to that Placee regardless of the total number of Placing Shares (if any) subscribed for by any other investor(s). Each prospective Placee's obligations will be owed to the Company and the Bookrunner.
8. The Bookbuild is expected to close on 3 June 2026, but may close later subject to the agreement of the Bookrunner and the Company. The Bookrunner may, in agreement with the Company, accept bids, either in whole or in part, that are received after the Bookbuild has closed.
9. The Bookrunner is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for protections afforded to their respective customers nor for providing advice in relation to the matters described in this Announcement or any matter, transaction or arrangement referred to in it.
10. The Bookrunner may choose to accept bids, either in whole or in part, on the basis of allocations determined in consultation with the Company and may scale down any bids for this purpose on such basis as it may determine or be directed. The Bookrunner may also, notwithstanding paragraphs 7 and 8 above, subject to the prior consent of the Company:
10.1.1 allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and
10.1.2 allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.
11. The Company reserves the right (upon agreement with the Bookrunner) to reduce or seek to increase the amount to be raised pursuant to the Placing at its discretion.
12. Allocations of the Placing Shares will be determined by the Bookrunner in its discretion after consultation with the Company in accordance with the FCA Handbook Conduct of Business Sourcebook ("COBS"). Allocations will be confirmed (either orally or in writing) by the Bookrunner and a form of confirmation will be despatched as soon as possible thereafter. The terms and conditions of this Appendix will be deemed incorporated therein. The Bookrunner's confirmation to such Placee constitutes an irrevocable legally binding commitment upon such person (who will at that point become a Placee), in favour of the Bookrunner and the Company, to acquire the number of Placing Shares allocated to it and to pay the Issue Price in respect of such Placing Shares on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association., Such commitment will not be capable of variation or revocation.
13. Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the relevant time, on the basis explained below under "Registration and settlement".
14. All obligations of the Bookrunner under the Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".
15. By participating in the Bookbuild and the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below under "Right to terminate under the Placing Agreement" and will not be capable of rescission or termination by the Placee.
16. To the fullest extent permissible by law and applicable FCA rules and regulations, neither:
16.1.1 the Bookrunner;
16.1.2 any of its affiliates, agents, directors, officers or employees ("Representatives"); nor
16.1.3 to the extent not contained within (a) or (b), any person connected with the Bookrunner as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of the Bookrunner),
shall have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) to Placees or to any other person
whether acting on behalf of a Placee or otherwise. In particular, none of the
Bookrunner, the Company, nor any of their respective Representatives shall
have any responsibility or liability (including to the extent permissible by
law, any fiduciary duties) in respect of the conduct of the Bookbuild and/or
the Placing or of such alternative method of effecting the Placing as the
Bookrunner and the Company may determine. Each Placee acknowledges and agrees
that the Company is responsible for the allotment of the Placing Shares to the
Placees and the Bookrunner shall have no liability to the Placees for any
failure by the Company to fulfil those obligations.
17. The Placing Shares will be issued subject to the terms and conditions of this Appendix and each Placee's commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Bookrunner's conduct of the Placing.
18. The times and dates in this Announcement may be subject to amendment. The Bookrunner shall notify the Placees and any person acting on behalf of the Placees of any such changes.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms. The Bookrunner's
obligations under the Placing Agreement in respect of the Placing Shares are
conditional on the following conditions:
(a) this Announcement having been released by the Company
through a Regulatory Information Service by not later than 4:40 p.m. on the
date of the Placing Agreement (or such later time and/or date as the Company
and Shore Capital may agree);
(b) the Placing Results Agreement having been duly executed
and delivered by the Company and Shore Capital on the Business Day following
the date of the Placing Agreement (or such later time and/or date as the
Company and Shore Capital may agree);
(c) the Placing Results Announcement having been released by
the Company through a Regulatory Information Service on the Business Day
following the date of the Placing Agreement (or such later time and/or date as
the Company and Shore Capital may agree);
(d) the Admission Application and/or the Company's application
to Euroclear for the Placing Shares to be admitted as participating securities
in CREST not having been withdrawn by the Company and/or not having been
refused by the London Stock Exchange or Euroclear (as appropriate);
(e) the Company complying with its obligations and undertakings
under the Placing Agreement so far as the same fall to be performed or
satisfied on or prior to Admission, in each case, in all respects which are,
in the good faith opinion of Shore Capital, material in the context of the
Placing and/or Admission;
(f) each of the warranties in the Placing Agreement being
true, accurate and not misleading as at the date of the Placing Agreement, the
date of the Placing Results Agreement, the General Meeting Date and the date
of Admission;
(g) there not having occurred, in the sole opinion of Shore
Capital (acting in good faith), any material adverse change of the Company;
(h) no matter having arisen which might reasonably give or be
expected to give rise to a claim under the indemnity provisions included in
the Placing Agreement;
(i) delivery by the Company to Shore Capital of certain
documents as specified in the Placing Agreement;
(j) the Irrevocable Undertakings having been duly executed by
the parties thereto by or on the date of the Placing Agreement and continuing
to be enforceable against each of the parties thereto and having, and
continuing to have, full force and effect and not having lapsed or been
varied, modified, supplemented, rescinded or terminated (in whole or part), in
each case, at any time on or prior to Admission;
(k) no event having occurred which, in the opinion of Shore
Capital (acting in good faith), is reasonably likely to constitute a breach of
the Irrevocable Undertakings occurring at any time on or prior to Admission;
(l) no event having occurred at any time on or prior to
Admission which gives any party a right to terminate the Irrevocable
Undertakings;
(m) subject only to Admission, the Placing Shares having been
allotted by the Company no later than the Business Day following the date
of the Placing Agreement;
(n) the despatch by first class post of the Circular on 5 June
2026;
(o) the Resolutions being validly passed at the General Meeting
without any amendment not approved in writing by Shore Capital and remaining
in full force and effect; and
(p) Admission having occurred not later than 8.00 a.m. on 24
June 2026 or such later date as the Company and Shore Capital may agree, but
in any event not later than 8.00 a.m. on the Long Stop Date.
If (i) any of the conditions contained in the Placing Agreement is not
fulfilled or, if permitted, waived by Shore Capital in accordance with the
Placing Agreement by the respective time or date where specified (or such
later time or date as the Company and Shore Capital may agree not being later
than the Long Stop Date), or (ii) the Placing Agreement is terminated in
accordance with its terms, the Placing will lapse and the Placees' rights and
obligations hereunder in relation to the Placing Shares shall cease and
terminate at such time. In such instance, each Placee agrees that no claim can
be made by or on behalf of the Placee (or any person on whose behalf the
Placee is acting) in respect thereof. Any such extension or waiver will not
affect Placees' commitments as set out in this Appendix.
Neither Shore Capital nor any of its affiliates nor the Company shall have any
liability to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision they may make as to whether or
not to waive or to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision they may make as to the
satisfaction of any condition or in respect of the Placing generally and by
participating in the Placing each Placee agrees that any such decision is
within the absolute discretion of the Bookrunner.
By participating in the Bookbuild, each Placee agrees that its rights and
obligations hereunder terminate only in the circumstances described above and
under "Right to terminate under the Placing Agreement" below and will not be
capable of recission or termination by the Placee.
Right to terminate under the Placing Agreement
Shore Capital may, in its absolute discretion, at any time before Admission,
terminate the Placing Agreement in accordance with its terms in certain
circumstances by giving notice to the Company if:
(a) any of the conditions in the Placing Agreement has not been
satisfied or waived by Shore Capital by the date specified therein (or such
later time and/or the date as the Company and Shore Capital may agree); or
(b) there has been a breach by the Company of any of the
warranties in the Placing Agreement or any of the warranties is not true and
accurate or is misleading, or a matter arises which might reasonably give or
be expected to give rise to a claim under the indemnity provisions of the
Placing Agreement; or
(c) any statement contained in this Announcement or certain of
the other documents issued in relation on to the Placing or the Retail Offer
is or has become untrue or incorrect or misleading, or any matter has arisen
which would constitute an omission from this Announcement or such other
documents (or certain previous announcements published by the Company) and
which Shore Capital, acting in good faith, considers to be material in the
context of the Placing, the Retail Offer and/or Admission; or
(d) the Company fails to comply with any of its obligations
under the Placing Agreement, or otherwise under the terms of the Placing, and
which Shore Capital, acting in good faith, considers to be material in the
context of the Placing, the Retail Offer and/or Admission; or
(e) the Admission Application and/or the Company's application
to Euroclear for the New Ordinary Shares to be admitted as participating
securities in CREST is withdrawn by the Company and/or refused by the London
Stock Exchange or Euroclear (as appropriate); or
(f) there shall have occurred, in the sole opinion of Shore
Capital (acting in good faith), any material adverse change; or
(g) there shall have occurred certain adverse market events, the
effect or which, in the good faith opinion of Shore Capital, make it
impractical or inadvisable to proceed with the Placing,
By participating in the Placing, Placees agree that the exercise of any right
of termination or other discretion under the Placing Agreement shall be within
the absolute discretion of Shore Capital, that they need not make any
reference to Placees and that none of the Company, Shore Capital nor any of
their respective Representatives shall have any liability to Placees (or to
any other person whether acting on behalf of a Placee or otherwise) whatsoever
in connection with any such exercise or decision not to exercise.
Upon termination, Shore Capital shall be released and discharged (except for
any liability arising before or in relation to such termination) from its
obligations under or pursuant to the Placing Agreement, subject to certain
exceptions. If Shore Capital exercises its right to terminate the Placing
Agreement before Admission, then the Placing Agreement shall cease and
terminate and the Placing will not proceed.
Placees agree that they will have no rights against Shore Capital, the Company
or any of their respective directors or employees under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).
By participating in the Placing, each Placee agrees that its rights and
obligations terminate only in the circumstances described above and under the
"Conditions of the Placing" section above and will not be capable of
rescission or termination by it after the issue by the Bookrunner of a
contract note, electronic trade confirmation or other (oral or written)
confirmation confirming each Placee's allocation and commitment in the
Placing.
Restriction on further issue of shares
The Company has undertaken to Shore Capital that it will not, and will procure
that neither it nor any member of the Group will, between the date of the
Placing Agreement and 180 calendar days after Admission, without the prior
written consent of Shore Capital, (such consent not to be unreasonably
withheld or delayed) issue, offer, lend, mortgage, assign, charge, pledge,
sell, contract to sell or issue, grant any option, right or warrant to
purchase, lend or otherwise transfer or dispose of or announce any offering or
issuance of any Ordinary Shares or any interest in Ordinary Shares or any
securities convertible into or exchangeable for or substantially similar to
Ordinary Shares or any interest in Ordinary Shares. This undertaking will not
prevent the Company from granting any options over shares to employees or
proposed employees in accordance with any employee share option scheme
established by the Company or issuing shares upon the exercise of share
options.
No prospectus
No offering document or prospectus has been or will be submitted to be
approved by the FCA (or any other authority) or submitted to the London Stock
Exchange in relation to the Placing or the Placing Shares.
Placees' commitments will be made solely on the basis of (i) publicly
available information announced through a Regulatory Information Service by or
on behalf of the Company on or prior to the date of this Announcement, (ii)
the information contained in this Announcement and (iii) business and
financial information published in accordance with the rules and practices
under the AIM Rules and UK MAR (together, the "Publicly Available
Information") and subject to the further terms set forth in the form of
confirmation referred to below.
Each Placee, by participating in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and confirms
that it has neither received nor relied on any other information (other than
Publicly Available Information), representation, warranty or statement made by
or on behalf of the Company, the Nominated Adviser or the Bookrunner or any
other person and none of the Company, the Nominated Adviser, the Bookrunner
nor any other person acting on such person's behalf nor any of their
respective Representatives has or shall have any liability for any Placee's
decision to participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have obtained or
received. Each Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the Company in
accepting a participation in the Placing. No Placee should consider any
information in this Announcement to be legal, tax or business advice. Nothing
in this paragraph shall exclude the liability of any person for fraudulent
misrepresentation by that person.
Application for admission to trading
Subject to the Placing Agreement becoming unconditional, application will be
made to the London Stock Exchange for admission of the Placing Shares to
trading on AIM. It is expected that Admission will take place at 8.00 a.m. on
24 June 2026 (or such later time or date as the Company and the Bookrunner may
agree not being later than the Long Stop Date) and that dealings in the
Placing Shares on AIM will commence at the same time.
Registration and settlement
Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system, subject to certain exceptions. Settlement
within CREST is expected to occur on 24 June 2026 (the "Settlement Date").
Settlement will take place on a delivery versus payment basis. However, the
Bookrunner and the Company reserve the right to require settlement for, and
delivery of, the Placing Shares (or any part thereof) to Placees by such other
means that they deem necessary if delivery or settlement is not possible or
practicable within CREST within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in the Placee's
jurisdiction.
Following the close of the Bookbuild, each Placee allocated Placing Shares in
the Placing will be sent a form of confirmation in accordance with the
standing arrangements in place with the Bookrunner stating the number of
Placing Shares allocated to it at the Issue Price, the aggregate amount owed
by such Placee to the Bookrunner 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 standing CREST or certificated
settlement instructions in respect of the Placing Shares that it has in place
with the Bookrunner.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of two percentage points above
the prevailing base rate of Barclays Bank as determined by the Bookrunner.
Subject to the conditions set out above, payment in respect of the Placees'
allocations is due as set out below. Each Placee should provide its settlement
details in order to enable instructions to be successfully matched in CREST.
The settlement details for the Placing Shares are as follows:
CREST Participant ID of SCS: 601
Expected trade time and date: 12 p.m. on 4 June 2026
Settlement date: 24 June 2026
ISIN code for the Placing Shares: GB0006957293
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Bookrunner 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 Bookrunner'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) or other similar taxes imposed in any
jurisdiction which may arise upon the sale of such Placing Shares on such
Placee's behalf. By communicating a bid for Placing Shares, such Placee
confers on the Bookrunner all such authorities and powers necessary to carry
out such sale and agrees to ratify and confirm all actions which the
Bookrunner lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to United Kingdom
stamp duty or stamp duty reserve tax. If there are any circumstances in which
any United Kingdom stamp duty or stamp duty reserve tax or other similar taxes
or duties (including any interest and penalties relating thereto) is payable
in respect of the allocation, allotment, issue, sale, transfer or delivery of
the Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp
duty reserve tax is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), none of the Nominated Adviser, the
Bookrunner nor the Company shall be responsible for payment thereof.
Representations, warranties, undertakings and further terms
By submitting a bid in the Bookbuild, each Placee (and any person acting on
such Placee's behalf) irrevocably confirms, represents, warrants,
acknowledges, agrees and undertakes (as the case may be) with the Company and
the Bookrunner (in its capacity as bookrunner and placing agent of the Company
in respect of the Placing), that (save where the Bookrunner expressly agrees
in writing to the contrary):
1. it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
2. it has read and understood this Announcement in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information and undertakes not to redistribute or duplicate this Announcement;
3. its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;
4. no offering document, admission document or prospectus has been or will be prepared in connection with the Placing (nor is one required under the POATR or other applicable law) and represents and warrants that it has not received and will not receive a prospectus, admission document or other offering document in connection with the Placing or the Placing Shares;
5. the Placing does not constitute a recommendation or financial product advice and the Nominated Adviser and the Bookrunner has not had regard to its particular objectives, financial situation or needs;
6. none of the Nominated Adviser, the Bookrunner, the Company nor any of their respective Representatives has provided, nor will provide, it with any material or information regarding the Placing Shares or the Company other than this Announcement, such information being all that it deems necessary to make any investment decision in respect of the Placing Shares, nor has it requested any of the Nominated Adviser, the Bookrunner, the Company, any of their respective Representatives or any person acting on behalf of any of them to provide it with any such material or information;
7. the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices under the AIM Rules and UK MAR, which includes a description of the Company's business and the Company's financial information, including balance sheets and income statements, and that it is able to obtain or access such information, or comparable information concerning other publicly traded companies, in each case without undue difficulty;
8. the content of the Circular (when published), this Announcement and the Publicly Available Information is exclusively the responsibility of the Company and that none of the Nominated Adviser, the Bookrunner, any persons acting on their behalf nor any of their respective Representatives, has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in, or omission from the Circular (when published), this Announcement or any Publicly Available Information, nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in the Circular (when published), this Announcement, the Publicly Available Information or otherwise. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;
9. it has not relied on any information relating to the Company contained in any research reports prepared by any of the Bookrunner or its Representatives or any person acting on their behalf and understands that (i) none of the Bookrunner or any of its Representatives nor any person acting on its or their behalf has or shall have any liability for Publicly Available information or any representation; (ii) none of the Bookrunner or any of its Representatives or any person acting their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this document or otherwise; and that (iii) none of the Bookrunner nor any of its Representatives nor any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;
10. the content of this Announcement is exclusively the sole responsibility of the Company and the Directors and neither the Nominated Adviser, the Bookrunner nor any person acting on behalf of either of them or any of their respective Representatives has or shall have any liability for any Publicly Available Information or any representation or statement relating to the Company;
11. it, and any prospective beneficial owner for whose account or benefit it is purchasing the Placing Shares, is, and, at the time the Placing Shares are subscribed for, will be located outside the United States and is acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;
12. it has not been offered Placing Shares by means of any "directed selling efforts" as defined in Regulation S of the Securities Act;
13. it understands that the Placing Shares:
13.1.1 have not been and will not be registered or otherwise qualified for offer and sale and that a prospectus will not be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States, Australia, Canada, Japan, the Republic of South Africa, or any state, province, territory or jurisdiction thereof;
13.1.2 may not be offered, sold, or delivered or transferred, directly or indirectly, in or into the above jurisdictions or any jurisdiction (subject to certain exceptions) in which it would be unlawful to do so and no action has been or will be taken by any of the Company, the Nominated Adviser, the Bookrunner or any person acting on behalf of the Company or, the Nominated Adviser or the Bookrunner that would, or is intended to, permit a public offer of the Placing Shares in the United States, Australia, Canada, Japan, the Republic of South Africa or any country or jurisdiction, or any state, province, territory or jurisdiction thereof, where any such action for that purpose is required;
14. it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed for, neither it nor the beneficial owner of the Placing Shares will be, a resident of, nor have an address in, Australia, Japan, the Republic of South Africa or any province or territory of Canada;
15. it will not offer, sell, transfer, pledge or otherwise dispose of any Placing Shares except:
15.1.1 in an offshore transaction in accordance with Rules 903 or 904 of Regulation S under the Securities Act; or
15.1.2 pursuant to another exemption from registration under the Securities Act, if available,
and in each case in accordance with all applicable securities laws of the
states of the United States and other jurisdictions;
16. it understands that the Placing Shares have not been and will not be registered under the Securities Act and may not be offered, sold or resold in or into or from the United States except pursuant to an exemption from the registration requirements of the Securities Act and in accordance with applicable state securities laws;
17. it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into or from the United States, Australia, Canada, Japan, the Republic of South Africa (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any such person;
18. it understands that there may be certain consequences under relevant tax laws resulting from an investment in the Placing and it has made such investigation and has consulted its own independent advisers or otherwise has satisfied itself concerning, without limitation, the effects of income tax laws and foreign tax laws generally;
19. it:
19.1.1 has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of subscribing for or purchasing the Placing Shares;
19.1.2 will not look to the Nominated Adviser or the Bookrunner for all or part of any loss it may suffer as a result of any such subscription or purchase;
19.1.3 is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of an investment in the Placing Shares;
19.1.4 is able to sustain a complete loss of an investment in the Placing Shares; and
19.1.5 has no need for liquidity with respect to its investment in the Placing Shares;
20. the issue to it, or the person specified by it, for registration as holder, of the Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;
21. it has complied, and will comply, with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) and all related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA (together, the "Money Laundering Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Money Laundering Regulations;
22. it is not:
22.1.1 an entity or an individual with whom transactions are prohibited under the US Foreign Corrupt Practices Act of 1977 or is the subject of any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury;
22.1.2 named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or
22.1.3 subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law,
(together with the Money Laundering Regulations, the "Regulations") and if
making payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and other
consents (if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to the Bookrunner
such evidence, if any, as to the identity or location or legal status of any
person which they may request from it in connection with the Placing (for the
purpose of complying with the Regulations or ascertaining the nationality of
any person or the jurisdiction(s) to which any person is subject or otherwise)
in the form and manner requested by the Bookrunner on the basis that any
failure by it to do so may result in the number of Placing Shares that are to
be acquired by it or at its direction pursuant to the Placing being reduced to
such number, or to nil, as the Bookrunner may decide at its sole discretion;
23. in order to ensure compliance with the Regulations, the Bookrunner (for itself and as agent on behalf of the Company), or the Registrars may, in their absolute discretion, require verification of its identity, location or legal status. Pending the provision to the Bookrunner or the Company's registrars, as applicable, of evidence of identity, location or legal status, definitive certificates in respect of the Placing Shares may be retained at the Bookrunner's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed in either of the Bookrunner or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity, location or legal status, the Bookrunner (for itself and as agent on behalf of the Company), or the Company's registrars have not received evidence satisfactory to them, either Bookrunner and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on the conditional allocation of Placing Shares will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
24. it irrevocably appoints any duly authorised officer of the Bookrunner as its agent for the purpose of executing and delivering to the Company and/or its Registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares which it agrees to acquire upon the terms of this Announcement;
25. its participation in the Placing would not give rise to an offer being required to be made by it, or any person with whom it is acting in concert, pursuant to Rule 9 of the City Code on Takeovers and Mergers;
26. 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 and has full power to make the acknowledgements, warranties, representations, confirmations, undertakings, and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Company and/or Bookrunner 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);
27. it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, agreements and acknowledgements, contained in these terms and conditions;
28. if subscribing for the Placing Shares for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account;
29. if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation or Regulation 7(4) of the POATR, as applicable, it understands the resale and transfer restrictions set out in this Appendix and that any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a Relevant Member State to EEA Qualified Investors or in the United Kingdom to UK Qualified Investors and who are (i) persons falling within the definition of an 'Investment Professional" in article 19(5) of the Order or (ii) persons who fall within article 49(2)(A) to (D) (High Net Worth Companies, Unincorporated Companies, Unincorporated Associations, etc) of the Order, or in circumstances in which the prior consent of the Bookrunner has been given to each such proposed offer or resale;
30. it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA, except to EEA Qualified Investors or otherwise in circumstances which have not resulted and which will not result in an offer to the public in any Relevant Member State within the meaning of Article 2(d) of the EU Prospectus Regulation;
31. it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to UK Qualified Investors and who are (i) persons falling within the definition of an 'Investment Professional" in article 19(5) of the Order or (ii) persons who fall within article 49(2)(A) to (D) (High Net Worth Companies, Unincorporated Companies, Unincorporated Associations, etc) of the Order or otherwise in circumstances which have not resulted and which will not result in an offer of relevant securities to the public in the United Kingdom within the meaning of Regulation 7 of the POATR;
32. it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or a Relevant Member State prior to the expiry of a period of six months from Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer of relevant securities to the public in the United Kingdom within the meaning of Regulation 7 of the POATR, or an offer to the public in any Relevant Member State within the meaning of the EU Prospectus Regulation;
33. it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by the Bookrunner in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;
34. it has complied and will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all applicable provisions of the FSMA, the Criminal Justice Act 1993 and UK MAR) with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving the United Kingdom;
35. if it is within the United Kingdom, it is a UK Qualified Investor and who is (i) a person falling within the definition of an 'Investment Professional" in article 19(5) of the Order or (ii) persons who fall within article 49(2)(A) to (D) (High Net Worth Companies, Unincorporated Companies, Unincorporated Associations, etc) of the Order, or if it is in the EEA, it is an EEA Qualified Investor, or, in each case, is a person to whom the Placing Shares may otherwise lawfully be offered, or, if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom or the EEA would apply, that it is a person to whom the Placing Shares may be lawfully offered under that other jurisdiction's laws and regulations and is capable of being categorised as a person who is a "professional client" or an "eligible counterparty" within the meaning of chapter 3 of the FCA's Conduct of Business Sourcebook;
36. the Bookrunner may choose to invoke the CASS Delivery Versus Payment exemption (under CASS 7.11.14R within the FCA Handbook Client Assets Sourcebook) with regard to settlement of funds, in connection with the Placing, should it see fit;
37. neither it nor, as the case may be, its clients expect the Bookrunner to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by COBS, and that the Bookrunner is not acting for it or its clients, and that the Bookrunner will not be responsible for providing the protections afforded to clients of the Bookrunner or for providing advice in respect of the transactions described in this Announcement;
38. it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) and will honour such obligations and that it has not taken any action or omitted to take any action which will or may result in the Nominated Adviser, the Bookrunner, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;
39. it (and any person acting on its behalf) will make payment in respect of the Placing Shares allocated to it in accordance with this Appendix on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other acquirers or sold as the Bookrunner may in its sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale fall short of the product of the Issue Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty, stamp duty reserve tax or other similar taxes (together with any interest or penalties) which may arise upon such placing or sale of such Placee's Placing Shares;
40. none of the Nominated Adviser, the Bookrunner, nor any of their respective Representatives nor any person acting on behalf of any of them is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that its participation in the Placing is on the basis that it is not and will not be a client of either the Nominated Adviser or the Bookrunner in connection with its participation in the Placing and that neither the Nominated Adviser nor the Bookrunner have any duty nor responsibility to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
41. the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. None of the Nominated Adviser, the Bookrunner nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes resulting from a failure to observe this requirement ("Indemnified Taxes"); each Placee and any person acting on behalf of such Placee agrees to indemnify the Company, the Nominated Adviser and the Bookrunner, on an after-tax basis in respect of any Indemnified Taxes;
42. it will indemnify on an after tax basis and hold the Company, the Nominated Adviser, the Bookrunner and each of their respective Representatives 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 its representations, warranties, acknowledgements, agreements and undertakings in this Appendix or incurred by the Bookrunner, the Company or each of their respective Representatives arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
43. except as set out in paragraph 43 below, it has neither received nor relied on any 'inside information' (for the purposes of UK MAR and section 56 of the Criminal Justice Act 1993) concerning the Company prior to or in connection with accepting the invitation to participate in the Placing and is not purchasing Placing Shares on the basis of material non-public information;
44. if it has received any 'inside information' (for the purposes of UK MAR and section 56 of the Criminal Justice Act 1993 or other applicable law) in relation to the Company and its securities in advance of the Placing, it has received such information within the market soundings regime provided for in Article 11 of UK MAR and associated delegated regulations and it has not: (i) dealt (or attempted to deal) in the securities of the Company; (ii) encouraged, recommended or induced another person to deal in the securities of the Company; or (iii) unlawfully disclosed inside information to any person, prior to the information being made publicly available;
45. if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with applicable laws and regulations;
46. the Company, the Nominated Adviser, the Bookrunner and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements, agreements, and undertakings which are given to the Nominated Adviser and the Bookrunner for themselves and on behalf of the Company and are irrevocable and it irrevocably authorises the Company, the Nominated Adviser and the Bookrunner to produce this Announcement, pursuant to, in connection with, or as may be required by, any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;
47. none of the Company, the Nominated Adviser or the Bookrunner owes any fiduciary or other duties to any Placee in respect of any acknowledgments, confirmations, undertakings, representations, warranties or indemnities in the Placing Agreement;
48. its commitment to take up Placing Shares on the terms set out in this Announcement (including this Appendix) will continue notwithstanding any amendment that may or in the future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's, the Nominated Adviser's or the Bookrunner's conduct of the Placing;
49. its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Nominated Adviser, the Bookrunner or the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
50. it has the funds available to pay for the Placing Shares for which it has agreed to acquire and acknowledges and agrees that it will pay the total subscription amount in accordance with the terms of this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as the Bookrunner determine;
51. time is of the essence as regards its obligations under this Appendix;
52. it may be asked to disclose in writing or orally to the Bookrunner: (i) if he or she is an individual, his or her nationality; or (ii) if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned;
53. information provided by it to the Company and the Registrar will be stored on the Company's and/or the Registrars' computer system(s), and acknowledges and agrees that for the purposes of the Data Protection Act 2018 and other relevant data protection legislation which may be applicable (the "Data Protection Law"), the Company and the Registrars are required to specify the purposes for which they will hold personal data; and that it has obtained the consent of any data subjects to the Registrars and the Company and their respective associates holding and using their personal data for the Purposes (as defined below). For the purposes of this Announcement, "data subject", "personal data" and "sensitive personal data" shall have the meanings attributed to them in the Data Protection Law. The Company and the Registrars will only use such information for the purposes set out below (collectively, the "Purposes"), being to:
53.1.1 process its personal data (including sensitive personal data) as required by or in connection with its holding of Ordinary Shares, including processing personal data in connection with credit and money laundering checks on it;
53.1.2 communicate with it as necessary in connection with its affairs and generally in connection with its holding of Ordinary Shares;
53.1.3 provide personal data to such third parties as the Company or the Registrars may consider necessary in connection with its affairs and generally in connection with its holding of Ordinary Shares or as the Data Protection Law may require, including to third parties outside the United Kingdom or the EEA;
53.1.4 without limitation, provide such personal data to the Company or the Nominated Adviser or the Bookrunner for processing, notwithstanding that any such party may be outside the United Kingdom or the EEA; and
53.1.5 process its personal data for the Company's or Registrars' internal administration; and
54. these terms and conditions and any agreements entered into by it pursuant to the terms and conditions set out in this Appendix, and all non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract (including any dispute regarding the existence, validity or termination of such contract or relating to any non-contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by any of the Company, the Nominated Adviser or the Bookrunner in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.
The foregoing representations, warranties, agreements, undertakings,
acknowledgements and confirmations are given for the benefit of the Company as
well as the Nominated Adviser and the Bookrunner, and are irrevocable. Each
Placee, and any person acting on behalf of a Placee, acknowledges that neither
the Company nor the Bookrunner owe any fiduciary or other duties to any Placee
in respect of any representations, warranties, undertakings or indemnities in
the Placing Agreement or these terms and conditions.
The agreement to allot and issue Placing Shares to Placees (and/or to persons
for whom such Placee is contracting as agent) free of stamp duty and stamp
duty reserve tax in the United Kingdom relates only to their allotment and
issue to Placees, or such persons as they nominate as their agents, direct
from the Company for the Placing Shares in question. Such agreement also
assumes that the Placing Shares are not being acquired in connection with
arrangements to issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares, stamp duty or
stamp duty reserve tax or other similar taxes may be payable, the Placee
agrees that it shall be responsible for such stamp duty or stamp duty reserve
tax and none of the Company, the Nominated Adviser or the Bookrunner will be
responsible for such stamp duty or stamp duty reserve tax. The Placees shall
indemnify the Company, the Nominated Adviser and the Bookrunner on an
after-tax basis for any stamp duty or stamp duty reserve tax paid by them in
respect of any such arrangements or dealings. If this is the case, each
Placee should seek its own advice and notify the Bookrunner accordingly.
Placees are advised to consult with their own advisers regarding the tax
aspects of the subscription for Placing Shares.
The Company, the Nominated Adviser and the Bookrunner are not liable to bear
any transfer taxes that arise on a sale of Placing Shares subsequent to their
acquisition by Placees or for transfer taxes arising otherwise than under the
laws of the United Kingdom. Each Placee should, therefore, take its own advice
as to whether any such transfer tax liability arises and notify the Bookrunner
accordingly. Furthermore, each Placee agrees to indemnify on an after-tax
basis and hold each of the Nominated Adviser, the Bookrunner and the Company
and their respective affiliates and to hold harmless each of the Nominated
Adviser, the Bookrunner and the Company and their respective affiliates from
any and all interest, fines or penalties in relation to stamp duty, stamp duty
reserve tax and all other similar duties or taxes to the extent that such
interest, fines or penalties arise from the default or delay of that Placee or
its agent.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the United Kingdom by them or any other person on the
acquisition by them of any Placing Shares or the agreement by them to acquire
any Placing Shares.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that the Bookrunner and any of its affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of the Placing
Shares or by nominating any connected or associated person to do so.
When a Placee or any person acting on behalf of the Placee is dealing with the
Bookrunner, any money held in an account with the Bookrunner on behalf of a
Placee and/or any person acting on behalf of a Placee will not be treated as
client money within the meaning of the rules and regulations of the FCA made
under the FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a consequence, this
money will not be segregated from the Bookrunner's money in accordance with
the client money rules and will be used by the Bookrunner in the course of its
own business and the Placee will rank only as a general creditor of the
Bookrunner.
The rights and remedies of the Bookrunner and the Company under these terms
and conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others.
Each of SCC and SCS is authorised and regulated by the FCA in the United
Kingdom and is acting exclusively for the Company and no one else in
connection with the Placing, and neither SCC nor SCS will be responsible to
anyone (including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice in relation to the
Placing or any other matters referred to in this Announcement.
All times and dates in this Announcement are references to London time and may
be subject to amendment. The Bookrunner shall notify the Placees and any
person acting on behalf of the Placees of any changes.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the AIM market of the London Stock
Exchange.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
DEFINITIONS
"ABL Facility" a 5-year £36 million asset based lending facility entered into by certain
members of the Group with Leumi UK Group Limited;
"Admission" Admission of the New Ordinary Shares to trading on AIM becoming effective in
accordance with Rule 6 of the AIM Rules;
"Admission Application" means the application of the Company to the London Stock Exchange for
Admission in the form required by the AIM Rules in relation to the New
Ordinary Shares;
"AIM" AIM, a market operated by the London Stock Exchange;
"AIM Rules" the 'AIM Rules for Companies' published by the London Stock Exchange (as
amended from time to time);
"Announcement" this announcement, including the Appendix;
"Appendix" the appendix to this Announcement;
"Bookbuild" the accelerated bookbuilding process in respect of the Placing to be carried
out by the Bookrunner on behalf of the Company;
"BookBuild Platform" the retail capital raising platform developed by BB Technology Limited and
known as BookBuild Platform which will host the Retail Offer;
"Bookrunner" SCS;
"Business Day" any day on which banks in the City of London are open for business;
"Circular" the Company's circular to its Shareholders giving details of the Placing and
the Retail Offer and containing a notice of a general meeting;
"COBS" FCA Handbook Conduct of Business Sourcebook;
"Company" Portmeirion Group PLC, a company incorporated in England & Wales and with
registered number 00124842;
"Companies Act" the Companies Act 2006 (as amended from time to time);
"CREST" the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in those regulations) which facilities
the transfer of title to shares in uncertificated form;
"CREST Regulations" the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755) (as
amended from time to time);
"Data Protection Law" Data Protection Act 2018 and other relevant data protection legislation which
may be applicable to the Company and/or the Registrars;
"Directors" the directors of the Company;
"EEA" the European Economic Area;
"EEA Qualified Investors" persons falling within the meaning of article 2(e) of the EU Prospectus
Regulation;
"EU Prospectus Regulation" Regulation (EU) 2017/1129;
"EU Target Market Assessment" the product approval process pursuant to the MiFID II Product Governance
Requirements;
"Euroclear" Euroclear UK & International Limited, the operator of CREST;
"Existing Ordinary Shares" the Ordinary Shares in issue at the date of this Announcement, all of which
are admitted to trading on AIM;
"FCA" the UK Financial Conduct Authority;
"FCA Handbook" the rules and guidance of the FCA published as the FCA Handbook as from time
to time amended;
"FSMA" the Financial Services and Markets Act 2000 (as amended);
"Fundraise" the Placing and the Retail Offer
"General Meeting" the general meeting of the Company at which the Resolutions are to be
proposed;
"General Meeting Date" 23 June 2026;
"Group" the Company, its subsidiaries and its subsidiary undertakings (each as defined
in the Companies Act) as at the date of this Announcement;
"Irrevocable Undertakings" the irrevocable undertakings entered into by the Company with certain
Shareholders;
"Indemnified Taxes" any liability to stamp duty or stamp duty reserve tax or other similar taxes;
"ISIN" International Securities Identification Number;
"Issue Price" 50 pence per New Ordinary Share;
"London Stock Exchange" London Stock Exchange plc;
"Long Stop Date" 8.00 a.m. on 30 June 2026;
"Money Laundering Regulations" Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended),
the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 (as amended) and all
related or similar rules, regulations or guidelines, issued, administered or
enforced by any government agency having jurisdiction in respect thereof and
the Money Laundering Sourcebook of the FCA;
"MiFID II" EU Directive 2014/65/EU on markets in financial instruments, as amended;
"MiFID II Product Governance Requirements" MiFID II, Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II and local implementing measures in the EEA;
"New Ordinary Shares" together, the Placing Shares and the Retail Offer Shares;
"Nominated Adviser" SCC, the Company's nominated adviser for the purposes of the AIM Rules;
"Offshore Transactions" as defined in Regulation S;
"Order" the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005,
as amended;
"Ordinary Shares" the ordinary shares of £0.05 (5 pence) each in the capital of the Company;
"Placee" any person who agrees to subscribe for Placing Shares pursuant to the Placing;
"Placing" the conditional placing of the Placing Shares by SCS, as agent on behalf of
the Company, pursuant to the Placing Agreement, further details of which are
set out in this Announcement;
"Placing Agreement" the conditional agreement dated 3 June 2026 between: (i) SCC; (ii) SCS; and
(iii) the Company, relating to the Placing, further details of which are set
out in this Announcement;
"Placing Results Agreement" the agreement that may be entered into between the parties to the Placing
Agreement providing final details of the Placing;
"Placing Results Announcement" the press announcement in the agreed form giving details of the results of the
Placing and the Retail Offer;
"Placing Shares" at least 30,000,000 new Ordinary Shares to be issued in connection with the
Placing;
"POATR" The Public Offers and Admissions to Trading Regulations 2024/105, (SI
2024/105), as amended;
"Portmeirion" Portmeirion Group plc;
"Publicly Available Information" (a) publicly available information announced through a
Regulatory Information Service by or on behalf of the Company on or prior to
the date of the Announcement;
(b) the information contained in the Announcement; and
(c) business and financial information published in
accordance with the rules and practices under the AIM Rules and UK MAR;
"Purposes" (a) processing personal data (including sensitive personal
data) as required by or in connection with the holding of Ordinary Shares,
including processing personal data in connection with credit and money
laundering checks on the Company and the Registrars;
(b) communicating as necessary in connection with the
affairs of the Company or the Registrars and generally in connection with
holding Ordinary Shares;
(c) providing personal data to such third parties as the
Company or the Registrars may consider necessary in connection with its
affairs and generally in connection with its holding of Ordinary Shares or as
the Data Protection Law may require, including to third parties outside the
United Kingdom or the EEA;
(d) without limitation, providing such personal data to
the Company or the Nominated Adviser or the Bookrunner for processing,
notwithstanding that any such party may be outside the United Kingdom or the
EEA States; and
(e) processing personal data for the Company's or the
Registrars' internal administration;
"Regulations" together with the Money Laundering Regulations:
(a) the US Foreign Corrupt Practices Act of 1977 or
regulations promulgated by, the Office of Foreign Assets Control of the U.S.
Department of the Treasury;
(b) the Consolidated List of Financial Sanctions Targets
maintained by HM Treasury of the UK;
(c) a regulation of the European Union or a regulation
adopted by the United Nations or other applicable law;
"Registrars" MUFG Corporate Markets (a division of MUFG Pension & Market Services),
Central Square, 29 Wellington Street, Leeds LS1 4DL
"Regulation S" has the meaning given in the AIM Rules;
"Regulatory Information Service" a regulatory information service operated by the London Stock Exchange as
defined in the AIM Rules;
"Relevant Member State" a member state of the EEA;
"Relevant Persons" (a) EEA Qualified Investors (b) UK Qualified Investors and
who are (i) persons falling within the definition of an 'Investment
Professional" in article 19(5) of the Order or (ii) persons who fall within
article 49(2)(A) to (D) (High Net Worth Companies, Unincorporated Companies,
Unincorporated Associations, etc) of the Order and (c) persons to whom this
Announcement may otherwise be lawfully communicated with;
"Representatives" any of the Bookrunner's respective affiliates, agents, directors, officers or
employees;
"Resolutions" the resolutions to be proposed at the General Meeting as set out in the
Circular;
"Retail Offer" the retail offer to be made by the Company to raise its existing Shareholders
to raise up to £2 million (before fees and expenses);
"Retail Offer Shares" the new Ordinary Shares to be issued to retail investors pursuant to the
Retail Offer;
"Retail Offer Results Announcement" the press announcement giving details of the results of the Retail Offer;
"SCC" Shore Capital and Corporate Limited, the Company's nominated adviser for the
purposes of the AIM Rules;
"SCS" Shore Capital Stockbrokers Limited, the Company's sole bookrunner;
"Securities Act" the United States Securities Act of 1933, as amended;
"Settlement Date" 24 June 2026;
"Shareholders" Holders of Ordinary Shares;
"Shore Capital" SCC and/or SCS as the case may be;
"Target Market Assessment" the product approval process in respect of the Placing Shares;
"UK" the United Kingdom of Great Britain and Northern Ireland;
"UK MAR" the Market Abuse Regulation (Regulation 596/2014) (as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018, as
amended);
"UK Product Governance Requirements" the product governance requirements contained within Chapter 3 of the FCA
Handbook Product Intervention and Product Governance Sourcebook;
"UK Qualified Investors" persons falling within paragraph 15 of Schedule 1 of POATR;
"uncertificated form" Ordinary Shares recorded on the share register as being held in uncertificated
form in CREST and title to which, by virtue of the CREST Regulations, may be
transferred within the CREST settlement system; and
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