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, whether inside or outside the UK, by them or any other person on the subscription, acquisition, transfer or sale by them of any Placing Shares or the agreement by them to subscribe for, acquire, transfer or sell any Placing Shares.
APPENDIX II
DEFINITIONS
The following definitions apply throughout this announcement unless the context requires otherwise:
" Aquaflow" 24HR Aquaflow Services Limited
being a company incorporated and
registered in England and Wales
with company number 04729294 whose
registered office is C/O Steven
Burton & Co Ltd Broomfield Park,
Coggeshall Road, Earls Colne,
Colchester, Essex CO6 2JX;
"Admission" admission of the Placing Shares
to trading on AIM becoming effective
in accordance with the AIM Rules
"AIM" AIM, a market operated by the
London Stock Exchange
"AIM Rules" the rules for AIM companies published
by the London Stock Exchange,
as amended or re-issued from time
to time
"Brokers" SCM and Dowgate Capital and Broker
shall mean either of them;
"certificated" or "in certificated the description of a share or
form" other security which is not in
uncertificated form (that is,
not in CREST)
"Company" REACT Group PLC, a company incorporated
and registered in England and
Wales with company number 5454010
and having its registered office
at Holly House, Shady Lane, Birmingham
B44 9ER
"CREST" the relevant system (as defined
in the CREST Regulations) in respect
of which Euroclear is the Operator
(as also defined in the CREST
Regulations)
"CREST Regulations" the Uncertificated Securities
Regulations 2001 (SI 2001 No.
3755) (as amended from time to
time)
"Dowgate Capital" Dowgate Capital Limited a company
registered in England (company
registration no. 02474423) whose
registered office is at 15 Fetter
Lane, London, England, EC4A 1BW
"Euroclear" Euroclear UK and International
Limited
"FCA" the United Kingdom Financial Conduct
Authority
"FSMA" the UK Financial Services and
Markets Act 2000 (as amended)
including any regulations made
pursuant thereto
"Group" the Company and its subsidiaries
"Issue Price" 81 pence per Placing Share
"London Stock Exchange" the London Stock Exchange plc
"Nominated Adviser" or "SCM Singer Capital Markets Advisory
Advisory" LLP a limited liability partnership
registered in England (company
registration no. OC364131) whose
registered office is at One Bartholomew
Lane, London EC2N 2AX, being the
Company's nominated adviser
"Ordinary Shares" ordinary shares in the share capital
of the Company each with a par
value of 12.5 pence
"Placing" the conditional placing of the
Placing Shares at the Issue Price
pursuant to the Placing Agreement
"Placing Agreement" the conditional agreement dated
28 October 2024 between the Company,
SCM Advisory and the Brokers relating
to the Placing
"Placing Shares" the up to 1,358,025 new Ordinary
Shares to be issued pursuant to
the Placing at the Issue Price
"React SC" React SC Holdings Limited being
a company incorporated and registered
in England and Wales with company
number 09614215 whose registered
office is Holly House, Shady Lane,
Birmingham B44 9ER, being a subsidiary
of the Company;
"Regulatory Information Service" any information service authorised
from time to time by the FCA for
the purpose of disseminating regulatory
announcements
"SCM" Singer Capital Markets Securities
Limited a company registered in
England (company registration
no. 05792780) whose registered
office is at One Bartholomew Lane,
London EC2N 2AX
"Securities Act" the United States Securities Act
of 1933, as amended, and the rules
and regulations promulgated thereunder
"Share Purchase Agreement" the share purchase agreement entered
into by React SC (as buyer) and
the Company (as guarantor) on
25 October 2024 in relation to
the acquisition of the entire
issued share capital of Aquaflow
"Singer Capital Markets" the Nominated Adviser and/or SCM
in its capacity as a Broker and
Bookrunner, as the context requires
"uncertificated" or "uncertificated recorded on the relevant register
form" of the share or security concerned
as being held in uncertificated
form in CREST and title to which
may be transferred by way of CREST
"United Kingdom" or "UK" the United Kingdom of Great Britain
and Northern Ireland
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END
ACQUWUBRSOURURA
(END) Dow Jones Newswires
October 28, 2024 03:30 ET (07:30 GMT)
Copyright (c) 2024 Dow Jones & Company, Inc.
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