Placing and Subscription

RUA Life Sciences PLC

30 November 2023

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES, AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE IN APPENDIX II TO THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN RUA LIFE SCIENCES PLC OR ANY OTHER ENTITY IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF RUA LIFE SCIENCES PLC.

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN APPENDIX II WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

30 November 2023                                   

RUA LIFE SCIENCES PLC

("RUA" or the "Company")

Placing and Subscription to raise a minimum of £4.1 million

Retail Offer to raise up to £0.75 million

at a price of 11 pence per share

and

Notice of General Meeting

RUA Life Sciences plc (AIM: RUA.L), the holding company of a group of medical device businesses focused on the exploitation of long-term implantable biostable polyurathane (Elast-Eon™), today announces its intention to conduct a placing of a minimum of 36,363,636 new ordinary shares of 5 pence each in the capital of the Company ("Ordinary Shares") ("Placing Shares") at the issue price of 11 pence per share ("Issue Price") to new and existing institutional investors ("Placees") to raise gross proceeds of a minimum of £4.00 million (the "Placing").

The Placing will be conducted by way of an accelerated bookbuild ("ABB") which will be launched immediately following this announcement in accordance with the terms and conditions set out in Appendix II to this Announcement.

The Company proposes to raise a further £80,000 (before expenses) by way of a proposed subscription, comprising the issue of up to 727,272 new Ordinary Shares ("Subscription Shares") at the Issue Price (the "Subscription") to certain Directors, namely William Brown, Ian Ardill, John McKenna and Lachlan Smith, who intend to participate in the Subscription and subscribe for 727,272 Subscription Shares raising £80,000 in aggregate between them.

In addition, the Company intends to carry out a separate retail offer of up to 6,818,181 new Ordinary Shares ("Retail Shares") and together with the Placing Shares and the Subscription Shares, the "New Ordinary Shares" at the Issue Price to raise further gross proceeds of up to £0.75 million via Bookbuild (the "Retail Offer" and together with the Placing and the Subscription, the "Fundraising") to provide existing retail shareholders in the United Kingdom with an opportunity to participate in the Fundraising. A separate announcement will be made shortly regarding the Retail Offer and its terms. The Placing and Subscription are not conditional upon the Retail Offer. For the avoidance of doubt the Retail Offer forms no part of the Placing or Subscription.

Transaction Highlights:

·      RUA is conducting a conditional Placing and Subscription to raise a minimum of £4.1 million before expenses through the proposed issue of a minimum  37,090,908 New Ordinary Shares.

·      The Placing is expected to raise a minimum of £4.00 million through the issue of a minimum of 36,363,636 Placing Shares.

·      Directors of the Company have confirmed their intention to participate in the Subscription and subscribe for 727,272 Subscription Shares raising £80,000 in aggregate between them (the "Directors' Intended Subscription"). As the Company is currently in a close period under MAR until the publication of its interim results for the period ended 30 September 2023 ("Results"), the Directors are not permitted to enter into a Subscription Agreement until after publication of the Results (and subject to each not being in possession of any other unpublished price sensitive information at such time). Whilst it is currently expected that the Results will be published prior to the proposed date of Admission, in the event that the Directors are unable to subscribe prior to that date (for whatever reason), to the extent the Directors' Intended Subscription then takes place, the Company will apply for admission of the relevant Subscription Shares to trading on AIM separately and to take effect following the admission of the Placing Shares and Retail Shares.

·      The Issue Price of 11 pence represents a discount of 43.6 per cent. to the closing middle market price of 19.50 pence per Ordinary Shares on 29 November 2023, being the last business day prior to the announcement of the Fundraising.

·    The net proceeds of the Fundraising, which are expected to amount to at least £3.63 million (and at least £4.38 million assuming full take up of the Retail Offer), will be used to strengthen the Company's balance sheet to aid the commercialisation phase of its R&D projects within the Company's vascular graft and HV leaflet composite; to accelerate growth within contract manufacturing; and to enable the Company to demonstrate value across the portfolio.

·      Completion of the Fundraising is conditional, inter alia, upon approval of the Resolutions at the general meeting of the Shareholders to be held on or around 18 December 2023 (the "General Meeting").

A circular, containing further details of the Fundraising and the notice of the General Meeting to be held on or around 11.00 a.m. on 18 December 2023 to, inter alia, approve the resolutions required to implement the Fundraising, is expected to be published and despatched to Shareholders on or around 1 December 2023 (the "Circular"). Set out below in Appendix I is an adapted extract from the draft Circular that is proposed to be sent to Shareholders after the closure of the ABB. Following its publication, the Circular will be available on the Group's website at https://rualifesciences.com/investor-relations/reports-documents/.

For further information contact:

RUA Life Sciences

Bill Brown, Chairman                                                            Tel: [phone]  

Caroline Stretton, Group Managing Director                        Tel: [phone]

Cavendish Capital Markets Limited                                  Tel: [phone]

(Nominated Adviser and Broker) 

Giles Balleny/Dan Hodkinson (Corporate Finance)

Charlie Combe (ECM)

Michael Johnson/Dale Bellis (Sales)

Notes:

References to times in this Announcement are to London time unless otherwise stated.

The times and dates set out in the expected timetable of principal events above and mentioned throughout this Announcement may be adjusted by the Company in which event the Company will make an appropriate announcement to a Regulatory Information Service giving details of any revised dates and the details of the new times and dates will be notified to London Stock Exchange plc (the "London Stock Exchange") and, where appropriate, Shareholders. Shareholders may not receive any further written communication.

Further information on the Fundraising and Admission is included in Appendix I below. Attention is also drawn to the section headed 'Important Information' of this Announcement and the terms and conditions of the Placing (representing important information for Placees only) in Appendix II to this Announcement.

Capitalised terms used but not defined in this Announcement shall have the meanings given to such terms in the section in Appendix II headed 'Definitions' below.

IMPORTANT INFORMATION

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 Cavendish or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

This Announcement is released by RUA Life Sciences Plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596 / 2014 which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"). It is disclosed in accordance with the Group's obligations under Article 17 of MAR. In addition, market soundings (as defined in MAR) were taken in respect of the Fundraising with the result that certain persons became aware of inside information (as defined in UK MAR), as permitted by MAR. This inside information is set out in this announcement. Therefore, upon publication of this announcement, those persons that received such inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

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

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

This Announcement includes "forward-looking statements" which includes all statements other than statements of historical fact, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this Announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules.

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

Cavendish, which is authorised and regulated by the FCA in the United Kingdom, is acting as nominated adviser, lead broker and bookrunner to the Company in connection with the Placing. The responsibilities of Cavendish as the Company's Nominated Adviser under the AIM Rules for Companies 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 or shareholder of the Company or any other person. Cavendish will not be responsible to any person other than the Company for providing the protections afforded to clients of Cavendish or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company. Cavendish is not making any representation or warranty, express or implied, as to the contents of this Announcement. Cavendish has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Cavendish for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information.

This announcement does not constitute a recommendation concerning any investor's option with respect to the Placing. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement and publicly available information.

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

Appendix II to this Announcement (which forms part of this Announcement) sets out the terms and conditions of the Placing. By participating in the Placing, each person who is invited to and who chooses to participate in the Placing by making or accepting an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety (including the Appendix II) and to be making such offer on the terms and subject to the conditions set out in this Announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in Appendix II.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

The price and value of securities can go down as well as up. Past performance is not a guide to future performance.  

 Information to Distributors

UK Product Governance Requirements

Solely for the purposes of the Product Governance requirements contained within Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance 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 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 the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels as are permitted by UK Product Governance Requirements (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.

The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, Cavendish will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 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.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"), (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II and (c) local implementing measures (together the "EU Product Governance Requirements") and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the EU Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to 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 EU Product Governance Requirements (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.

The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, Cavendish 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 I

EDITED EXTRACTS FROM THE CIRCULAR

Introduction

On 30 November 2023, the Company announced that it was intending to raise a minimum of £4.00 million before expenses through the Placing by the proposed issue of up to 36,363,636 Placing Shares at a price of 11 pence per share.  In addition, the Company announced that it proposed to raise a further £80,000 (before expenses) by way of a proposed Subscription, comprising the issue of up to 727,272 Subscription Shares at the Issue Price.

Directors of the Company have confirmed their intention to subscribe for these Subscription Shares at the Issue Price raising £80,000 (the "Directors' Intended Subscription"). As the Company is currently in a close period under MAR until the publication of its interim results for the period ended 30 September 2023 ("Results"), the Directors are not permitted to enter into a Subscription Agreement until after publication of the Results (and subject to each not being in possession of any other unpublished price sensitive information at such time). Whilst it  is expected that the Results will be published prior to the expected date of Admission, in the event that the Directors are unable to subscribe prior to that date (for whatever reason) the Company will apply for admission of the Subscription Shares which are the subject of the Directors' Intended Subscription to trading on AIM separately and to take effect following the admission of the Placing Shares and Retail Shares..

Furthermore, the Board recognises and is grateful for the continued support received from Shareholders and is pleased to offer retail Shareholders the opportunity to participate in the Fundraising through the Retail Offer on Bookbuild to raise a maximum of £0.75 million (assuming full take up of the Retail Offer) through the issue of up to 6,818,181 Retail Shares at the Issue Price. The Retail Offer will close on 7 December 2023.

The Fundraising consists of the Placing, the Subscription and the Retail Offer and will raise at least £4.83 million in aggregate, assuming completion of the Directors' Intended Subscription and full take up of the Retail Offer.

The Fundraising is conditional on, inter alia, the Resolutions being passed by the Shareholders at the General Meeting and Admission becoming effective.

The Circular will contain a notice convening a general meeting to be held at 2 Drummond Crescent Irvine Ayrshire Scotland UK, KA11 5AN on 18 December 2023 at 11:00 a.m. to consider and, if thought appropriate, pass the Resolutions which will permit the directors of the Company to issue and allot the New Ordinary Shares and to do so for cash free of pre-emption rights.

Subject to Shareholder approval of the Resolutions at the General Meeting, application will be made for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective at 8.00 a.m. on 19 December 2023 (or such later date as the Company and Cavendish may agree, but not later than 8 January 2024). In the event that the Directors are unable to subscribe for Subscription Shares on account of being in a close period for the purposes of MAR or otherwise being in possession of inside information or unpublished price sensitive information, the Directors may subscribe post the expected date of Admission, in which case, admission of the Subscription Shares which are the subject of the Directors' Intended Subscription may occur separately from the Placing Shares and Retail Shares.

Subject to the Resolutions being passed by Shareholders at the General Meeting, each of the New Ordinary Shares will, on Admission rank pari passu in all respects with the Existing Ordinary Shares and will rank in full for all dividends and other distributions declared, made or paid on the New Ordinary Shares after Admission.

The Issue Price represents a discount of approximately 43.6 per cent. to the Closing Price of 19.50 pence per Existing Ordinary Share on 29 November 2023, being the latest practicable date prior to the announcement of the Fundraising.

The purpose of the circular is to provide shareholders with information about the background to and the reasons for the Fundraising, to explain why the Board considers the Fundraising to be in the best interests of the Company and its Shareholders as a whole and why the Directors recommend that you vote in favour of the Resolutions. A notice convening the General Meeting to approve the Resolutions is set out at the end of this document.

Importance of vote

If the resolutions are not approved by Shareholders at the General Meeting, the Fundraising would not proceed as currently envisaged and, as such, the anticipated net proceeds of the Fundraising would not become available to the Company. There is no certainty that other funding would be available on suitable terms or at all. Accordingly, in light of the Group's reducing cash position, it would be likely that the Company would have to severely restrict its costs, potentially impacting its ability to commercialise its R&D assets and generate value for the Group.

Background to and reasons for the Fundraising

Background

The RUA Life Sciences Group owns patents for the novel bio-compatible polymer, Elast-Eon™, provides third-party medical device development and manufacturing services and is internally developing Elast-Eon™ based products that will enable the next generation of cardiovascular medical devices. The Group operates through its four business units: RUA Biomaterials, RUA Vascular, RUA Structural Heart and RUA Contract Manufacture.  As noted in the announcement of 20 November 2023, due to cost of capital, the Company has pivoted its investment strategy to seek to out license or commercialise the assets in its two R&D focused divisions to accelerate cash generation.

RUA Biomaterials

RUA Biomaterials is the depository of the intellectual property and licensing rights to the biostable, implantable polymer Elast-Eon™, the world's leading long-term implantable co-polymer.

Elast-Eon™ is clinically proven in long-term implants and, through its licensees, RUA has been producing and selling the Elast-Eon™ polymer which has been used in over 8.8 million long term implantable devices over 15 years. The division holds 14 patent families in relation to Elast-Eon™ and holds regulatory approvals for devices used across Europe, Japan and the US, as well as FDA material master files. Devices incorporating Elast-Eon™ are used in circulatory support, urology, vascular and cardiac rhythm management.

Elast-Eon™

The Elast-Eon™ family of polymers combine the advantageous properties of both polyurethanes and silicone rubbers into a single material. These polymers exhibit the physical and mechanical performance of polyurethanes and a biological stability that surpasses rigid biostable polyurethanes. Elast-Eon™ polymers are widely accepted as being the most biostable of all polyurethane materials and, as such, are being used in long-term implantation. The materials are ideal for use in implantable medical devices such as cardiac pacing leads, neuromodulation leads, stent coating, and interventional cardiac devices.

Elast-Eon™ displays beneficial properties such as being biocompatible, durable and abrasion resistant, non-calcific, biostable, non-inflammatory and shows good wear properties and has a number of benefits over the traditional animal sourced alternatives, such as collagen and gelatine.

RUA Vascular

The Group's vascular business aims to participate in the vascular graft market, valued at approximately $1.7 billion in 2021.

The Group has developed and manufactured a range of large bore vascular grafts on which regulatory testing has been completed with positive results, including the gathering of in vivo data along with in vitro mechanical testing. The Group's vascular grafts combine the sealing properties of the Elast-Eon™ biocompatible polymer with an improved graft construction utilising the Group's implantable textile expertise. The grafts fully eliminate the use of animal by products such as collagen and gelatine.

The Group's vascular graft is now fully prepared to undergo the regulatory testing regime agreed with the FDA, following a successful pre-sub process which allows the graft to go through the less onerous 510k market clearance route. Subject to starting recruitment for the remaining clinical studies, regulatory approval is anticipated in 30 to 36 months with a required budget of approximately £6 million. However, as announced on 20 November 2023, given the current cost of capital and funding of the business, the Board believes that it is in the best interests of Shareholders to not seek to fund these trials itself but explore other options for third party funding in the near term.

The Board believes that the Vascular project has very attractive risk adjusted returns on the additional investment required to achieve regulatory approval. The limiting factor, however, is the cost of capital placed upon RUA as a result of the depressed share price. Not only would dilution relate to the interest in the Vascular project but the substantial upside potential from both RUA Contract Manufacture and RUA Structural Heart would be limited for current shareholders. The investment in RUA Vascular will be exploited by seeking third party funding for the project whilst retaining an interest which could involve an equity interest, a Contract Manufacture development and manufacture agreement or a form of licensing of technology developed.

The Group's vascular products have already developed OEM customer interest with the first commercial sale recently achieved. Furthermore, a global distribution partnership has also been put in place with Corcym, the global medical device company, to allow a much-simplified route to market.

RUA Structural Heart

The Group is aiming to disrupt the surgical and TAVI heart valve market, projected to reach $15 billion in 2027. The Group has been aiming to achieve this by developing a synthetic leaflet system for incorporation into both surgical and transcatheter implantable heart valves. The leaflet system is designed to have multiple advantages over existing heart valve products, both mechanical valves and animal-based implants.

The Group aims to deliver a novel composite material for the creation of heart valve leaflets that will be durable, so reducing the need for future re-operation, and should not require lifelong drug treatment. As well as these clinical advantages, the manufacturing costs of a synthetic valve are expected to be considerably less than those of current valve technology making this a potentially disruptive advance in heart valve surgery.

The novel composite used in the Company's prototype valves benefits from Elast-Eon™'s biostability and blood contacting properties and is designed to have strength and tear resistance an order of magnitude greater than pure polymer thus addressing the durability and safe failure requirements of a critical life sustaining device.

The properties of this novel composite material for the creation of heart valve leaflets have been exceeding management's expectations. This durability has been substantiated through internally undertaken testing of the composite that has recently surpassed key milestones. The composite has demonstrated its ability to withstand delamination or material deterioration over 400 million cycles (equivalent to 10 years of a beating heart) and when incorporated into a simple heart valve design, and tested for durability through 200 million cycles, with no failure of the leaflets. Importantly, through hydrodynamic testing data, the Group has demonstrated that the energy required to open the composite valve is around 50% of currently marketed biological valves with a 25% improvement in the opened orifice area of the valve.

As announced on 20 November 2023, the Group's strategic focus, given the cost of capital, is to accelerate the commercial potential of RUA Structural Heart by making the composite available to the heart valve industry for testing and ultimately incorporated into next generation valves rather than incur the full cost of developing a valve internally in a competitive market. An agreement to provide composite material to a large heart valve company for its own testing has already been reached (subject to contract) and RUA intends to broaden this further through the industry now that the test data pack is available.

RUA Contract Manufacture

The Group's contract manufacture business is a full-service (end to end) textile specialist based in Prestwick and Irvine, Ayrshire. The division provides sub-contract manufacturing, assembly, packing and services to the medical device sector. The division operates from its ISO Class 7 and Class 8 cleanrooms and holds ISO 13485:2016 certification and occupies two FDA registered facilities. It is an expert in the development and introduction of textile processes with valid and demonstrable quality control methodologies.

The division is currently focussing on larger opportunities, particularly in the areas of de-risking supply chain issues that became apparent during Covid and has a long-term manufacturing agreement with a global medical device company. The business has received further demand for formal RFPs, specifically within RUA's implantable textiles sweet spot. This visibility of development projects gives the Board confidence that the Company will be able to meet its objectives of doubling the scale of the Contract Manufacture business in the medium term.

Current trading and Outlook

Interim Accounts for 6 months to 30 September 2023

RUA anticipates announcing the interim results for the half year to 30 September 2023 on 18 December 2023. The interim results are expected to show revenues of £794k, operating loss of £1,360k and loss after tax of £1,010k. Revenue in the period was impacted by issues relating to the completion, shipment and sterilisation testing of orders placed by the major customer. As a result, revenue reported indicated a decrease of 28% compared to the previous year. The issues have been resolved with projected revenue at the end of November 2023 (£1,312k) being in line with like for like comparison to the same period last year (November 2022 - £1,308k). The cash position at the end of September stood at £493k however with the resumption in shipments, a short working capital cycle and receipt of £381k in R&D tax credits, the total cash position had increased to over £1.0m at 21 November 2023.

Contract Extension

RUA's Contract Manufacturing division has had a long-term manufacturing contract with its major customer dating back to 2013. This contract has been renewed for a further three years through to October 2026 on continued terms including indemnity for any uninsurable product risks to RUA.

Reasons for the Fundraising  

The Group will focus on driving commercialisation across each of its business units, with the objective of seeing the Company through to profitability.

Vascular Business

In recognition of the clear path to commercialisation alongside Corcym and other interest from OEMs, the Directors believe the vascular project presents an attractive risk adjusted return on the additional investment required to achieve regulatory approval. However, noting the current cost of capital that the Company faces, the Company will not seek to fund these trials itself but explore other options for third party funding in the near term whilst retaining an interest that could include an equity interest, a form of licensing of the technology developed or a contract manufacture agreement.

For the Company to capitalise on the investment and significant progress made within the vascular business the Company will require short term maintenance costs to see RUA Vascular through to a commercial deal, with limited further development investment.

Heart Valve

The Group's strategic focus is to accelerate the commercial potential of RUA Structural Heart by making the composite available to the heart valve industry for testing and ultimately incorporated into next generation valves. An agreement to provide composite material to one of the major medical device companies has already been reached (subject to contract) and RUA intends to broaden this further through the industry. The Fundraising will strengthen the Company's balance sheet and put RUA in a more robust position with heart valves to execute testing with a view to securing out-licensing with commercial partners.

Contract Manufacturing

The Fundraising is further being undertaken to accelerate growth within the Group's cash generative contract manufacture business. The Fundraise will enable the Group to strengthen its balance sheet to support on-going business development at RUA Contract Manufacturing, as well as accelerate the scale of contract manufacturing activities in the medium term in response to the indicative demand for the division's services.

Use of proceeds of the Fundraising

The purpose of the Fundraising is to strengthen the Company's balance sheet to aid the commercialisation phase of its R&D projects within the Company's vascular graft and HV leaflet composite; to accelerate growth within contract manufacturing; and to enable the Company to demonstrate value across the portfolio.

Details of the Fundraising

The Placing

The Placing is conditional, amongst other things, on the passing of the Resolutions, the Placing Agreement not having been terminated and Admission occurring on or before 8.00 a.m. on 19 December 2023 (or such later date as Cavendish and the Company may agree, being not later than 8.00 a.m. on 8 January 2024).

Under the terms of the Placing Agreement, Cavendish, as agent for the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares and to co-ordinate the offering of the Retail Shares on Bookbuild, in each case at the Issue Price. The Company has given certain customary warranties to Cavendish in connection with the Placing, the Retail Offer and other matters relating to the Company and its business. In addition, the Company has agreed to indemnify Cavendish in relation to certain liabilities it may incur in undertaking the Fundraising. Cavendish has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, for a material breach of any of the warranties. The Placing is not being underwritten.

The Placing Shares will be allotted and 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 on or after the date on which they are issued.

The Subscription

The Company proposes to raise up to £80,000 (before expenses) by way of a proposed Subscription, comprising the issue of up to 727,272 Subscription Shares at the Issue Price.

The Subscription is conditional upon (amongst other things) the passing of the Resolutions, the Placing Agreement not having been terminated and Admission occurring on or before 8.00 a.m. on 19 December 2023 (or such later date and/or time as Cavendish and the Company may agree, being not later than 8.00 a.m. on 8 January 2024).

Certain of the Directors are intending to enter into Subscription Agreements pursuant to the Subscription when they are no longer in a close period for the purposes of MAR (and subject to them at that time not having any inside information or unpublished price sensitive information).

In the event that the Directors are unable to subscribe for Subscription Shares on account of being in a close period for the purposes of MAR or otherwise being in possession of inside information or unpublished price sensitive information, the Directors may subscribe post the expected date of Admission, in which case, admission of those Subscription Shares may occur separately from the Placing Shares and Retail Shares but in any event not later than 8.00 a.m. on 8 January 2024.

The Retail Offer

The Company values its retail Shareholder base and believes that it is appropriate to provide its existing retail Shareholders resident in the United Kingdom the opportunity to participate in the Retail Offer at the Issue Price. The Retail Offer is separate from the Placing and the Subscription and Cavendish owes the Company no obligations in respect of the Retail Offer.

The Company is therefore using the Bookbuild platform to make the Retail Offer available in the United Kingdom through the financial intermediaries (normally a broker, investment platform or wealth manager) which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/DQM5GQ/authorised-intermediaries
 Cavendish will be acting as retail offer coordinator in relation to this Retail Offer (the "Retail Offer Coordinator").

Existing retail shareholders can contact their broker or wealth manager ("Intermediary") to participate in the Retail Offer. In order to participate in the Retail Offer, each Intermediary must be on-boarded onto the BookBuild platform and agree to the final terms and the Retail Offer terms and conditions, which regulate, inter alia, the conduct of the Retail Offer on market standard terms and provide for the payment of commission to any intermediary that elects to receive a commission and/or fee (to the extent permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on behalf of the Company).

Any expenses incurred by any Intermediary are for its own account. Investors should confirm separately with any Intermediary whether there are any commissions, fees or expenses that will be applied by such Intermediary in connection with any application made through that intermediary pursuant to the Retail Offer.

The Retail Offer will be open to eligible investors in the United Kingdom at 8:00am on 1 December 2023. The Retail Offer is expected to close at 4:30pm on 7 December 2023. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

The Retail Offer the subject of this announcement is and will, at all times, only be made to, directed at and may only be acted upon by those persons who are, shareholders in the Company. To be eligible to participate in the Retail Offer, applicants must meet the following criteria before they can submit an order for Retail Shares: (i) be a customer of one of the participating intermediaries listed on the above website; (ii) be resident in the United Kingdom and (iii) be a shareholder in the Company (which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations and includes persons who hold their shares in the Company directly or indirectly through a participating Intermediary). For the avoidance of doubt, persons who only hold CFDs, Spreadbets and/or similar derivative instruments in relation to shares in the Company are not eligible to participate in the Retail Offer.

The Company reserves the right to scale back any order at its discretion. The Company reserves the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.

It is important to note that once an application for Retail Shares has been made and accepted via an Intermediary, it cannot be withdrawn.

The Retail Offer is an offer to subscribe for transferable securities, the terms of which ensure that the Company is exempt from the requirement to issue a prospectus under Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018. It is a term of the Retail Offer that the aggregate total consideration payable for the Retail Shares will not exceed £750,000.00 (or the equivalent in Euros). The exemption from the requirement to publish a prospectus, set out in section 86(1)(e) of the Financial Services and Markets Act 2000 (as amended), will apply to the Retail Offer.

A separate announcement will be made by the Company regarding the Retail Offer and its terms.

The Retail Offer remains conditional on, inter alia:

(a) the Placing being or becoming wholly unconditional;

(b) Admission of the New Ordinary Shares becoming effective by no later than 8.00 a.m. on 19 December 2023 or such later time and/or date as Cavendish and the Company may agree.

Conditional on Admission taking effect, up to 6,818,181 Retail Shares will be issued pursuant to the Retail Offer at the Issue Price to raise proceeds of up to £0.75 million (before expenses). The Retail Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares (including the Placing Shares).

Application will be made to the London Stock Exchange for Admission of the Retail Shares to trading on AIM. It is expected that Admission will occur and that dealings will commence at 8.00 a.m. on 19 December 2023, at which time it is also expected that the Retail Shares will be enabled for settlement in CREST.

If you are in any doubt as to what action you should take, you should immediately seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent professional adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Settlement and Dealings

Application will be made to the London Stock Exchange for admission of the New Ordinary Shares to trading on AIM. It is expected that Admission will take place on or before 8.00 a.m. on 19 December 2023 and that dealings will commence at the same time.

General Meeting

A notice convening the General Meeting to be held at 2 Drummond Crescent Irvine Ayrshire Scotland UK, KA11 5AN on 18 December 2023 at 11:00 a.m. is set out in Part II of this document, to consider and, if thought appropriate, pass the following resolutions:

·      Resolution 1 which is an ordinary resolution to authorise the Directors to allot equity securities (as defined in section 560 of the Act) up to a maximum aggregate nominal amount of £ £ £2,195,454.45 pursuant to the Fundraising; and

·      Resolution 2 which is a special resolution and is conditional on the passing of resolution 1, to authorise the Directors to issue and allot equity securities (as defined in section 560 of the Act) on a non-pre-emptive basis up to a maximum aggregate nominal amount of £ £2,195,454.45 in respect of the Fundraising, each as referred to in Resolution 1.

The authorities granted pursuant to the Resolutions will expire at the conclusion of the annual general meeting of the Company to be held in 2024.

Resolution 1 will be proposed as an ordinary resolution.  For an ordinary resolution to be passed, more than half of the votes cast must be in favour of the resolution.

Resolution 2 will be proposed as a special resolution.  For a special resolution to be passed, at least three quarters of the votes cast must be in favour of the resolution.

Action to be taken

Shareholders are strongly encouraged to appoint the Chairman of the General Meeting as their proxy for the General Meeting.  This will ensure that your vote will be counted even if attendance at the General Meeting is restricted or you are unable to attend.

If you would like to vote on the Resolutions, you may appoint a proxy by completing, signing and returning the Form of Proxy to the Company's Registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so that it is received no later than 11.00 a.m. on 14 December 2023. 

Alternatively, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to the Company's Registrar, the Company's Registrar, Equiniti Limited (CREST Participant ID RA19), no later than 11.00 a.m. on 14 December 2023.

The appointment of a proxy will not preclude you from attending the meeting and voting in person should you wish to do so.

If you hold your shares through a nominee service, please contact the nominee service provider regarding the process for appointing a proxy.

Any changes to the arrangements for the General Meeting will be communicated to Shareholders before the General Meeting, including through the Company's website at https://rualifesciences.com/ and by announcement via a RIS.

All resolutions for consideration at the General Meeting will be voted on by way of a poll, rather than a show of hands.  This means that Shareholders will have one vote for each Ordinary Share held.  The Company believes that this will result in a more accurate reflection of the views of Shareholders by ensuring that every vote is recognised, including the votes of any Shareholders who are unable to attend the General Meeting but who have appointed the Chairman as their proxy for the General Meeting.

Recommendation

The Directors consider the passing of the Resolutions to be in the best interests of the Company and its Shareholders as a whole. 

Accordingly, the Directors unanimously recommend that all Shareholders vote in favour of the Resolutions as they intend to do, or procure to be done, in respect of their own beneficial shareholdings, being, in aggregate, 636,460 Ordinary Shares, representing approximately 2.87 per cent. of the Existing Issued Share Capital.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event	Time and date (as applicable)
Latest Practicable Date	29 November 2023
Publication and posting of the Circular and Form of Proxy	1 December 2023
Latest time and date for receipt of bids in the Retail Offer on Bookbuild	4.30 p.m. 7 December 2023
Latest time and date for receipt of completed Forms of Proxy to be valid at the General Meeting	11.00 a.m. on 14 December 2023
General Meeting	11.00 a.m. on 18 December 2023
Announcement of results of the General Meeting	18 December 2023
Admission and commencement of dealings in the New Ordinary Shares*	8.00 a.m. on 19 December 2023
CREST accounts to be credited for the New Ordinary Shares to be held in uncertificated form	19 December 2023
Dispatch of definitive share certificates for applicable New Ordinary Shares to be held in certificated form	Within 10 Business Days of Admission

* In the event that the Directors are unable to subscribe for Subscription Shares on account of being in a close period for the purposes of MAR or otherwise being in possession of inside information or unpublished price sensitive information, the Directors may subscribe post the expected date of Admission, in which case, admission of the Subscription Shares may occur separately from the Placing Shares and Retail Shares.

Notes:

1.     Each of the times and dates above are indicative only and are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified by the Company to Shareholders by announcement through a Regulatory Information Service.

2.     All of the above times refer to London time unless otherwise stated.

3.     Events listed in the above timetable after the General Meeting are conditional on the passing at the General Meeting of the Resolutions.

KEY STATISTICS

Issue Price	11 pence
Number of Existing Ordinary Shares(1)	22,184,798
Number of New Ordinary Shares Comprising:	43,909,089
·      Number of Placing Shares	36,363,636
·      Number of Subscription Shares(2)	727,272
·      Number of Retail Shares(3)	6,818,181
Minimum Directors' Intended Subscription	£80,000
Number of Ordinary Shares in issue immediately following Admission(2) (3)	66,093,887
Percentage of the Enlarged Share Capital represented by the New Ordinary Shares*	66.4%
Gross proceeds of the Placing	£4.00 million
Gross expected proceeds of the Subscription(2)	£80,000
Maximum gross proceeds of the Retail Offer(3)	£750,000
Estimated cash proceeds of the Fundraising receivable by the Company (net of expenses) (2) (3)	£4.38 million
Market capitalisation on Admission at the Issue Price	£7.27 million
ISIN of Ordinary Shares	GB0033360586

⁽¹⁾ As at 29 November 2023, being the last practicable Business Day prior to the publication of this Document.

⁽²⁾ Assuming that the 727,272 Subscription Shares are issued.

⁽³⁾ Assuming maximum amount raised under the Retail Offer

APPENDIX II

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO PARTICIPATE IN THE PLACING

The terms and conditions contained in this announcement, including this Appendix (together the "announcement") (the "Terms and Conditions") and the information comprising this announcement are restricted and are not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan, or any other state or jurisdiction in which such release, publication or distribution would be unlawful. The Terms and Conditions and the information contained herein is not intended to and does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan, or any other state or jurisdiction in which such an offer would be unlawful.

Important information for invited Placees only regarding the Placing

Members of the public are not eligible to take part in the Placing. This announcement and the Terms and Conditions set out in this Announcement are for information purposes only and are directed only at persons whose ordinary activities involve them acquiring, holding, managing and disposing of investments (as principal or agent) for the purpose of their business and who have professional experience in matters relating to investments and are: (1) if in member states ("Member States") of the European Economic Area ("EEA") are "Qualified Investors" in such Member State ("EEA Qualified Investor") within the meaning of Article 2l of the Regulation (EU) 2017/1129 ("EU Prospectus Regulation"); and (2) if in the United Kingdom are "Qualified Investors" in the United Kingdom ("UK Qualified Investor") within the meaning of Article 21 of the Regulation (EU) 2017/1129 as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as modified by or under domestic law ("UK Prospectus Regulation") and who fall within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "FPO"), and/or (ii) high net worth companies, unincorporated associations or other bodies within the meaning of Article 49(2)(a) to (d) of the FPO; and/or (iii) persons to whom it may otherwise be lawfully communicated (each a "Relevant Person"). No other person should act or rely on this announcement and persons distributing this announcement must satisfy themselves that it is lawful to do so. By accepting the Terms and Conditions each Placee represents and agrees that it is a Relevant Person. This announcement and the Terms and Conditions set out herein must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement and the Terms and Conditions set out herein relate is available only to Relevant Persons and will be engaged in only with Relevant Persons. This announcement does not itself constitute an offer for sale or subscription of any securities in the Company.

The Placing Shares have not been and will not be registered under the US Securities Act, or under the applicable securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, taken up, resold, transferred or delivered, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States. The Placing Shares are being offered and sold outside the United States in "offshore transactions" in reliance on and in accordance with Regulation S ("Regulation S") under the US Securities Act.

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 the adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

This announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or subscribe for, securities in the United States, Canada, Australia, New Zealand, the Republic of South Africa, Japan, or in any jurisdiction in which such offer or solicitation is unlawful. This announcement is not for publication or distribution in or into the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan, nor in any country or territory where to do so may contravene local securities laws or regulations. The distribution of this announcement (or any part of it or any information contained within it) in other jurisdictions may be restricted by law and therefore persons into whose possession this announcement (or any part of it or any information contained within it) comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdictions. The Placing Shares have not been and will not be registered under the US Securities Act nor under the applicable securities laws of any state or other jurisdiction of the United States or any province or territory of Canada, Australia, New Zealand, the Republic of South Africa or Japan. Accordingly, the Placing Shares may not be offered or sold directly or indirectly in or into the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan or to any resident of the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan.

Each Placee should consult with its own advisers as to legal, tax, business, financial and related aspects of a purchase of and/or subscription for the Placing Shares.

All offers of the Placing Shares in the United Kingdom or the EEA will be made pursuant to an exemption from the requirement to produce a prospectus under the UK Prospectus Regulation or the EU Prospectus Regulation, as appropriate. In the United Kingdom, this announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 200 (the "FSMA") does not require the approval of the relevant communication by an authorised person.

Each Placee will be deemed to have read and understood this announcement in its entirety and to be making such offer on these terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings, contained in these terms and conditions. In particular each such Placee represents, warrants and acknowledges to each of the Company and Cavendish Capital Markets Limited ("Cavendish") that:

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

(b)  it is acquiring the Placing Shares for its own account or acquiring the Placing Shares for an account with respect to which it has sole investment discretion and has the authority to make, and does make the representations, warranties, indemnities, acknowledgments, undertakings and agreements contained in this announcement;

(c)  in the case of any Placing Shares subscribed for by it as a financial intermediary as that term is used in Article 5 of the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable), any Placing Shares purchased and/or subscribed for by it in the Placing will not be subscribed for and/or purchased on a non-discretionary basis on behalf of, nor will they be subscribed for and/or purchased with a view to their offer or resale to, persons in a Member State or the United Kingdom other than EEA Qualified Investors or UK Qualified Investors (as applicable), or in circumstances which may give rise to an offer of securities to the public other than an offer or resale in the United Kingdom or in a Member State to UK Qualified Investors or EEA Qualified Investors (as applicable), or in circumstances in which the prior consent of Cavendish has been given to each such proposed offer or resale;

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

(e)  it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this announcement; and

(f)   if located outside of the United States, it is acquiring the Placing Shares in an "offshore transaction" in reliance on and in accordance with Regulation S.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement, of which these terms and conditions form part, should seek appropriate advice before taking any action.

Neither Cavendish, nor any of its affiliates, agents, directors, officers or employees, make any representation to any Placees regarding an investment in the Placing Shares.

Introduction

Cavendish may require a Placee to agree to such further terms and/or conditions and/or give such additional warranties and/or representations and/or undertakings as it (in its absolute discretion) sees fit and/or may require any such Placee to execute a separate placing letter (for the purposes of this announcement, a "Placing Letter"). The terms of this announcement will, where applicable, be deemed to be incorporated into that Placing Letter.

Details of the Placing

Cavendish has entered into the Placing Agreement with the Company under which Cavendish has agreed, on the terms and subject to the conditions set out therein, and undertaken to use its reasonable endeavours to procure, as the Company's agent for the purpose of the Placing, subscribers for the Placing Shares at the Issue Price.

The Placing is conditional upon, amongst other things, Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms, as detailed further below.

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

Application for admission to trading

Application has been or will be made to the London Stock Exchange for Admission of the New Ordinary Shares to trading on AIM.

The Placing is subject to, inter alia, Shareholder approval at the General Meeting. Should the Resolutions not be passed, Admission will not occur.

Subject to the passing of the Resolutions, it is anticipated that Admission will occur on or around 8.00 a.m. on 19 December 2023. 

The New Ordinary Shares will not be admitted to trading on any stock exchange other than AIM.

No Prospectus

No offering document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing and no such prospectus is required (in accordance with the UK Prospectus Regulation and/or the EU Prospectus Regulation) to be published and Placees' commitments will be made solely on the basis of the information contained in this announcement released by the Company today and subject to the further terms set forth in the trade confirmation or contract note to be provided to individual prospective Placees.

Each Placee, by accepting a participation in the Placing, agrees that the content of this announcement  and all other publicly available information previously or simultaneously published by the Company by notification to a Regulatory Information Service or otherwise filed by the Company is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company, Cavendish, or any other person and neither the Company nor Cavendish nor any of their respective affiliates will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. 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. Nothing in this paragraph should exclude or limit the liability of any person for fraudulent misrepresentation by that person.

Bookbuild

Cavendish will today commence the bookbuilding process in respect of the Placing (the "ABB") to determine demand by Placees for participation in the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

Cavendish and the Company shall be entitled to effect the Placing by such alternative method to the ABB as they may, in their absolute discretion, determine.

Participation in, and principal terms of, the Placing

1.         Cavendish (whether acting through itself or any of its affiliates) is arranging the Placing as placing agent and broker of the Company for the purpose of using its reasonable endeavours to procure 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 Cavendish. Cavendish and/or its affiliates may participate in the Placing as principal.

3.         Completion of the Placing will be announced on a Regulatory Information Service following completion of the ABB.

4.         To bid in the ABB, Placees should communicate their bid by telephone or in writing to their usual sales contact at Cavendish. Each bid should state the number of Placing Shares for which the prospective Placee wishes to subscribe. Bids may be scaled down by Cavendish on the basis referred to in paragraph 13 below.

5.         A bid in the ABB will be made on the terms and subject to the conditions in this announcement and will be legally binding on the Placee on behalf of which it is made and except with Cavendish's consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Company and Cavendish, to pay to it (or as Cavendish 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. Each prospective Placee's obligations will be owed to the Company and Cavendish.

6.         The ABB in respect of the Placing is expected to close no later than 7.00 a.m. on 1 December 2023, but the ABB may be closed earlier or later at the discretion of Cavendish and the Company. Cavendish may, in agreement with the Company, accept bids, either in whole or in part, that are received after the ABB has closed.

7.         This announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

8.         Each Placee's commitment will be made solely on the basis of the information set out in Announcement. By participating in the Placing, each Placee will be deemed to have read and understood these Terms and Conditions and the rest of this announcement in its entirety and to be participating and making an offer for the Placing Shares on these Terms and Conditions and to be providing the representations, warranties and acknowledgements and undertakings contained in these Terms and Conditions.

9.         The Issue Price will be a fixed price of 11 pence per Placing Share.

10.       An offer for Placing Shares, which has been communicated by a prospective Placee to Cavendish, shall not be capable of withdrawal or revocation without the consent of Cavendish.

11.       Each Placee's allocation will be confirmed to Placees orally or in writing by Cavendish as soon as practicable following the close of the ABB. The terms of this announcement will be deemed incorporated by reference therein. The oral or written confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of Cavendish and the Company, under which it agrees to subscribe for and/or acquire the number of Placing Shares allocated to it at the Issue Price on the Terms and Conditions set out in this announcement and in accordance with the Company's articles of association. Except as required by law or regulation, no press release or other announcement will be made by Cavendish 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.

12.       Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Cavendish (as agent for the Company), as applicable, to pay in cleared funds immediately on the settlement date, in accordance with the registration and settlement requirements set out below, an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to take up.

13.       Cavendish may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. Cavendish may also, notwithstanding paragraphs 4 and 5 above, and subject to prior agreement with the Company, allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time. The Company reserves the right (upon agreement with Cavendish) to reduce or seek to increase the amount to be raised pursuant to the Placing at its discretion.

14.       Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares under the Placing will be required to be made at the times and on the basis explained below under "Registration and Settlement".

15.       All obligations under the ABB and Placing will be subject to fulfilment or (where applicable) waiver of, amongst other things, the conditions referred to below under "Conditions of the Placing" and to the Placing Agreement not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

16.       By participating in the ABB, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

17.       To the fullest extent permissible by law, none of the Company, Cavendish, nor any of their respective affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise) under these terms and conditions. In particular, none of the Company, Cavendish, nor any of their respective affiliates shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of Cavendish's conduct of the ABB. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees, and Cavendish shall not have any liability to Placees for the failure of the Company to fulfil those obligations. 

18.       Cavendish shall, following consultation with, and on approval of such allocations by, the Company, be entitled to allocate Placing Shares at its discretion to Placees in respect of their allocations of Placing Shares.

Conditions of the Placing

Cavendish's obligations under the Placing Agreement are conditional on, inter alia:

(a)           the Company having published the Circular and the Resolutions having been duly passed by the requisite majority the General Meeting;

(b)          the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement; and

(c)           Admission of the Placing Shares taking place not later than 8 a.m. on 19 December 2023 (or such later time and date not being later than 8.30 a.m. on 8 January 2024 as may be agreed between the Company and Cavendish).

The Placing Agreement contains certain warranties and representations from the Company and an indemnity from the Company for the benefit of Cavendish. The Placing Agreement contains certain conditions to be satisfied (or, where permitted, waived or extended in writing by Cavendish) on or prior to Admission, including there having been no material adverse change, the warranties being true and accurate and not misleading (in the opinion of Cavendish) and the performance by the Company of its obligations under the Placing Agreement.

None of the Company, the Directors, nor Cavendish owes any fiduciary duty to any Placee in respect of the representations, warranties, undertakings or indemnities in the Placing Agreement.

If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or waived by Cavendish by the time or date where specified (or such later time or date as the Company and Cavendish may agree), or (ii) the Placing Agreement is terminated as described below, the Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

Cavendish may, in its absolute discretion, waive, or extend the period for compliance with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement, save that, inter alia, the condition relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this announcement.

Neither Cavendish, nor the Company (as the case may be) 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 Cavendish.

Right to terminate under the Placing Agreement

Cavendish may in its absolute discretion, at any time before Admission terminate the Placing Agreement by giving notice to the Company, in certain circumstances, including, inter alia, in Cavendish's sole opinion (acting in good faith):

(a)       the Company fails in any material respect to comply with any of its obligations under the Placing Agreement or it commits a material breach of the rules and regulations of the FCA and/or London Stock Exchange and/or the AIM Rules, FSMA, MAR or any other applicable law; or

(b)       it comes to the notice of Cavendish that any statement contained in this announcement was untrue, incorrect or misleading in any respect which Cavendish considers (acting reasonably and in good faith) to be material in the context of the Fundraising; or

(c)       it comes to the notice of Cavendish that any statement contained in this announcement has become untrue, incorrect or misleading in any respect which Cavendish considers (acting reasonably and in good faith) to be material in the context of the Fundraising or any matter which Cavendish considers (acting reasonably and in good faith) to be material in the context of the Fundraising has arisen which would, if the Fundraising were made at that time, constitute a material omission therefrom; or

(d)       it comes to the notice of Cavendish that any of the warranties given by the Company under the Placing Agreement was not at the date of such agreement true and accurate in any material respect; or

(e)       there shall have occurred any adverse change in, or any development reasonably likely to involve an adverse change in, the condition (financial, operational, legal or otherwise), earnings, business, management, property, assets, rights, results, operations or prospects of the Company or its group which is material in the context of the Company or the group taken as a whole, whether or not arising in the ordinary course of business and which Cavendish considers (acting reasonably and in good faith) is likely to render the Fundraising, temporarily or permanently, impracticable or inadvisable (whether or not foreseeable at the date of the Placing Agreement).

The rights and obligations of the Placees shall terminate only in the circumstances described in these Terms and Conditions and in the Placing Agreement and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by Cavendish of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Cavendish, and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or decision not to exercise. Placees will have no rights against Cavendish, the Company, nor any of their respective affiliates, directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: GB0033360586) following Admission will take place within CREST. Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note stating the number of Placing Shares allocated to it at the Issue Price, the aggregate amount owed by such Placee to Cavendish (as agent for the Company), as applicable, and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the CREST or certificated settlement instructions that it has in place with Cavendish.

The expected date of settlement in respect of the Placing Shares will be communicated to you by Cavendish and settlement will be in accordance with the instructions set out in the trade confirmation. 

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above SONIA as determined by Cavendish.

Each Placee is deemed to agree that, if it does not comply with these obligations, Cavendish may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Cavendish's account and benefit (as agent for the Company) as applicable, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify Cavendish (as agent for the Company), on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares to Cavendish, each Placee confers on Cavendish all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Cavendish 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 trade confirmation or contract note is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, warranties and further terms

By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Company and Cavendish, namely that, each Placee (and any person acting on such Placee's behalf):

1.         represents and warrants that it has read and understood this announcement, including these terms and conditions, in its entirety and that its subscription for and/or purchase of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained in this announcement and herein and not in reliance on any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Company, the Placing or otherwise, other than the information contained in this announcement, and undertakes not to redistribute or duplicate this announcement or any part of it;

2.         acknowledges that the content of this announcement is exclusively the responsibility of the Company, and that neither Cavendish, nor its affiliates nor any person acting on their behalves has or shall have any liability for any information, representation or statement contained in this announcement or any information previously or concurrently published by or on behalf of the Company, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this announcement, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by Cavendish, the Company, or any of their directors, officers or employees or any person acting on behalf of any of them, or, if received, it has not relied upon any such information, representations, warranties or statements (including any management presentation that may have been received by any prospective Placee or any material prepared by the research department of Cavendish (the views of such research departments not representing and being independent from those of the Company and the corporate finance department of Cavendish and not being attributable to the same)), and neither Cavendish nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied solely on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing and it will not rely on any investigation that Cavendish, its affiliates or any other person acting on its or their behalf has or may have conducted;

3.         acknowledges that neither Cavendish nor the Company nor any of their respective affiliates or any person acting on behalf of any of them has provided it, and will not provide it, with any material regarding the Placing Shares or the Company other than this announcement; nor has it requested that Cavendish, the Company, or their respective affiliates or any person acting on behalf of any of them provide it with any such information and acknowledge that they have read and understood this announcement;

4.         acknowledges that no offering document or prospectus has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Placing;

5.         represents and warrants that it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting this invitation to participate in the Placing;

6.         acknowledges that Cavendish does not have any duties or responsibilities to it, or its clients, similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook in the FCA's Handbook of Rules and Guidance and that Cavendish is not acting for them or their clients and that Cavendish will not be responsible for providing protections to it or its clients;

7.         has the funds available to pay in full for the Placing Shares for which it has agreed to subscribe and/or purchase and that it will pay the total amount due by it in accordance with the terms set out in this announcement and, as applicable, as set out in the trade settlement or the contract note on the due time and date;

8.         acknowledges that neither Cavendish, nor any of its affiliates or any person acting on behalf of Cavendish or any such affiliate has or shall have any liability for this announcement and any publicly available or filed information or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

9.         acknowledges that neither Cavendish, nor the ultimate holding company of Cavendish nor any direct or indirect subsidiary undertakings of such holding company, nor any of their respective directors and employees shall be liable to Placees for any matter arising out of Cavendish's role as placing agent or otherwise in connection with the Placing and that where any such liability nevertheless arises as a matter of law each Placee will immediately waive any claim against any of such persons which it may have in respect thereof;

10.       understands, and each account it represents has been advised that (i) the Placing Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States and are being offered in a transaction not involving any public offering in the United States, (ii) the Placing Shares are being offered and sold pursuant to Regulation S under the US Securities Act or in a transaction exempt from or not subject to the registration requirements under the US Securities Act; and (iii) the Placing Shares may not be reoffered, resold, pledged or otherwise transferred except in accordance with Regulation S under the US Securities Act or pursuant to an exemption from or in a transaction not subject to the registration requirements under the US Securities Act;

11.       is not located in the United States. If located outside of the United States, represents and warrants that it, and any accounts it represents, (i) is, or at the time the Placing Shares are acquired will be, outside the United States and (ii) is acquiring the Placing Shares in an "offshore transaction" in reliance on and in accordance with Regulation S;

12.       is not subscribing for any Placing Shares as a result of (i) any "directed selling efforts" as that term is defined in Regulation S or (ii) any form of "general solicitation or general advertising" within the meaning of Regulation D under the US Securities Act;

13.       will not distribute, forward, transfer or otherwise transmit this announcement any information contained within it or any other materials concerning the Placing (including any electronic copies thereof), in or into the United States;

14.       acknowledges that any subscription for the Placing Shares may involve tax consequences, and that the contents of this announcement do not contain tax advice or information. The Placee acknowledges that it must retain its own professional advisors to evaluate the tax, financial and any and all other consequences of an investment in the Placing Shares;

15.       represents and warrants that it will notify any transferee to whom it subsequently reoffers, resells, pledges or otherwise transfers the Placing Shares of the foregoing restrictions on transfer and resale;

16.       unless otherwise specifically agreed in writing with Cavendish represents and warrants that neither it nor the beneficial owner of such Placing Shares will be a resident of the United States, Canada, Australia, New Zealand, Japan or the Republic of South Africa or any other jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares;

17.       acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of the United States, Canada, Australia, New Zealand, Japan or the Republic of South Africa or any other jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;

18.       represents and warrants that the issue or transfer to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability 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 transfer Placing Shares into a clearance system;

19.       represents and warrants that: (i) it has complied with its obligations under the Criminal Justice Act 1993 and UK MAR; (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017; and (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 (as amended) or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the US Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations 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 Cavendish such evidence, if any, as to the identity or location or legal status of any person which Cavendish may request from it in connection with the Placing (for the purpose of complying with such 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 Cavendish on the basis that any failure by it to do so may result in the number of Placing Shares that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Cavendish may decide in its sole discretion;

20.       represents and warrants that it is acquiring the Placing Shares for its own account or acquiring the Placing Shares for an account with respect to which it has sole investment discretion and has the authority to make, and does make the representations, warranties, indemnities, acknowledgments, undertakings and agreements contained in this announcement;

21.       if it is a financial intermediary, as that term is used in Article 5 of the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable), represents and warrants that the Placing Shares subscribed for and/or purchased by it in the Placing will not be subscribed for and/or purchased on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom or in a Member State (as applicable) in circumstances which may give rise to an offer to the public other than an offer or resale in the United Kingdom or in a Member State to UK Qualified Investors or EEA Qualified Investors, or in circumstances in which the prior consent of Cavendish has been given to each such proposed offer or resale;

22.       represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons prior to Admission except to persons whose ordinary activities involve them 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 in, and which will not result in, an offer to the public in the United Kingdom, Switzerland or a Member State;

23.       represents and warrants that 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 FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

24.       represents and warrants that it has complied and will comply with all applicable provisions of UK MAR with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom or the EEA (as applicable);

25.       unless otherwise specifically agreed with Cavendish in writing, represents and warrants that it is an EEA Qualified Investor or a UK Qualified Investor;

26.       if it is a UK Qualified Investor, represents and warrants that it is a person: (i) who has professional experience in matters relating to investments falling within Article 19(1) of the FPO; or (ii) falling within Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated Associations, etc.") of the FPO; or (iii) are persons to whom it may otherwise be lawfully communicated;

27.       if the Placee is a natural person, such Placee is not under the age of majority (18 years of age in the United Kingdom) on the date of such Placee's agreement to subscribe for and/or purchase Placing Shares under the Placing and will not be any such person on the date that such subscription and/or purchase is accepted;

28.       is aware of and acknowledges that it is required to comply with all applicable provisions of FSMA with respect to anything done by it in, from or otherwise involving, the United Kingdom;

29.       represents and warrants that it and any person acting on its behalf is entitled to subscribe for and/or acquire the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities and taken any other necessary actions 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 announcement) and will honour such obligations;

30.       where it is subscribing for and/or acquiring Placing Shares for one or more managed accounts, represents and warrants that it is authorised in writing by each managed account: (a) to subscribe for and/or acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this announcement, of which this announcement forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by Cavendish;

31.       undertakes that it (and any person acting on its behalf) will make payment to Cavendish for the Placing Shares allocated to it in accordance with this announcement on the due time and date as will be notified to it by Cavendish, failing which the relevant Placing Shares may be placed with other parties or sold as Cavendish may in its sole discretion determine and without liability to such Placee and it will remain liable and will indemnify Cavendish on demand for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear the liability for any stamp duty or stamp duty reserve tax or security transfer tax (together with any interest or penalties due pursuant to or referred to in these terms and conditions) which may arise upon the placing or sale of such Placee's Placing Shares on its behalf;

32.       acknowledges that neither Cavendish, nor any of its affiliates, or any person acting on behalf of Cavendish or any such affiliate, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be treated for these purposes as a client of Cavendish and that Cavendish does not have any duties or responsibilities 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 their rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

33.       undertakes that 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. Neither Cavendish nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and Cavendish in respect of the same;

34.       acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreement 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 (including non-contractual matters) arising out of any 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 the Company and Cavendish 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;

35.       acknowledges that time shall be of the essence as regards to its obligations pursuant to this announcement;

36.       agrees that the Company and Cavendish and each of their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to Cavendish on its own behalf and on behalf of the Company and are irrevocable and are irrevocably authorised to produce this announcement or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby;

37.       agrees to indemnify on an on demand, after-tax basis and hold, the Company and Cavendish and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this announcement and further agrees that the provisions of this announcement shall survive after completion of the Placing;

38.       acknowledges that no action has been or will be taken by any of the Company and/or Cavendish or any person acting on behalf of the Company or Cavendish, that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

39.       acknowledges that it is an institution that has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for and/or acquiring the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and in this sector and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;

40.       acknowledges that its commitment to subscribe for and/or purchase Placing Shares on the terms set out herein and in the trade confirmation or contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;

41.       acknowledges that Cavendish, or any of its affiliates acting as an investor for its own account may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares and may offer or sell such shares other than in connection with the Placing;

42.       represents and warrants that, if it is a pension fund or investment company, its subscription and/or purchase of Placing Shares is in full compliance with all applicable laws and regulation;

43.       to the fullest extent permitted by law, it acknowledges and agrees to the disclaimers contained in the announcement, including in these terms and conditions;

44.       acknowledges that the allocation of Placing Shares (in respect of the Placing shall be determined by Cavendish after consultation with, and the approval of the Company (so far as is practicable) and Cavendish may scale back any placing commitment on such basis as it, with the approval of the Company, may determine (which may not be the same for each Placee);

45.       irrevocably appoints any Director and any director or duly authorised employee or agent of Cavendish to be its agent and on its behalf (without any obligation or duty to do so), to sign, execute and deliver any documents and do all acts, matters and things as may be necessary for, or incidental to, its subscription for and/or purchase of all or any of the Placing Shares allocated to it in the event of its own failure to do so;

46.       the Company reserves the right to make inquiries of any holder of the Placing Shares or interests therein at any time as to such person's status under the US federal securities laws and to require any such person that has not satisfied the Company that holding by such person will not violate or require registration under the US securities laws to transfer such Placing Shares or interests in accordance with the Articles (as amended from time to time);

47.       if it is acting as a "distributor" (for the purposes of UK MiFIR Product Governance Requirements):

(1)      it acknowledges that the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 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 and each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels;

(2)      notwithstanding any UK Target Market Assessment undertaken it confirms that, other than where it is providing an execution-only service to investors, it has satisfied itself as to the appropriate knowledge, experience, financial situation, risk tolerance and objectives and needs of the investors to whom it plans to distribute the Placing Shares and that it has considered the compatibility of the risk/reward profile of such Placing Shares with the end target market; and

(3)      it acknowledges 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; and

48.       the Company and Cavendish will rely upon the truth and accuracy of the foregoing representations, warranties, undertakings and acknowledgements. The Placee agrees to indemnify on an on demand, after-tax basis and hold each of, the Company and Cavendish, and each of their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of any breach of the representations, warranties, undertakings, agreements and acknowledgements in this announcement.

The representations, warranties, acknowledgments and undertakings contained in this announcement are given to Cavendish and the Company (as the case may be) and are irrevocable and shall not be capable of termination in any circumstances.

The agreement to settle a Placee's subscription and/or purchase (and/or the subscription and/or purchase of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription and/or purchase by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for and/or acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Cavendish will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an on demand, after-tax basis and to hold harmless the Company and Cavendish in the event that either the Company or Cavendish has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Cavendish accordingly.

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

Each Placee, and any person acting on behalf of the Placee, acknowledges that Cavendish does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

When a Placee or person acting on behalf of the Placee is dealing with Cavendish, any money held in an account with Cavendish on behalf of the Placee and/or any person acting on behalf of the 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 Cavendish's money in accordance with the client money rules and will be used by Cavendish in the course of its own business and the Placee will rank only as a general creditor of Cavendish.

All times and dates in this announcement may be subject to amendment. Cavendish shall notify the Placees and any person acting on behalf of the Placees of any changes.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

Supply and disclosure of information

If Cavendish or the Company or any of their agents request any information about a Placee's agreement to subscribe for and/or acquire Placing Shares under the Placing, such Placee must promptly disclose it to them and ensure that such information is complete and accurate in all respects.

Data protection

Each Placee acknowledges that it has been informed that, pursuant to the General Data Protection Regulation ("GDPR") the Company and/or the Registrar will, hold personal data (as defined in GDPR) relating to past and present Shareholders. Personal data will be retained on record for a period exceeding seven years after it is no longer used (subject to any limitations on retention periods set out in applicable law). The Registrar will process such personal data at all times in compliance with GDPR and shall only process for the purposes set out in the Company's privacy notice (the "Purposes") which is available for consultation on the Company's website https://rualifesciences.com (the "Privacy Notice") which include to:

(a)       process its personal data to the extent and in such manner as is necessary for the performance of its obligations under its respective service contracts, including as required by or in connection with the Placee's holding of Placing Shares, including processing personal data in connection with credit and anti-money laundering checks on it;

(b)       communicate with it as necessary in connection with its affairs and generally in connection with its holding of Placing Shares;

(c)       comply with the legal and regulatory obligations of the Company and/or the Registrar; and

(d)       process its personal data for the Registrar's internal administration.

Where necessary to fulfil the Purposes, the Company will disclose personal data to:

(a)       third parties located outside of the United Kingdom if necessary for the Registrar to perform its functions, or when it is within its legitimate interests, and in particular in connection with the holding of Placing Shares; or

(b)       its affiliates, the Registrar and their respective associates, some of which may be located outside the United Kingdom.

Any sharing of personal data between parties will be carried out in compliance with the GDPR and as set out in the Privacy Notice.

Becoming registered as a holder of Placing Shares, a person becomes a data subject (as defined under GDPR). In providing the Registrar with information, the Placee hereby represents and warrants to the Company and the Registrar that: (i) it complies in all material aspects with its data controller obligations under GDPR, and in particular, it has notified any data subject of the Purposes for which personal data will be used and by which parties it will be used and it has provided a copy of the Privacy Notice; and (ii) where consent is legally competent and/or required under GDPR the Placee has obtained the consent of any data subject to the Company, the Registrar and their respective affiliates and group companies, holding and using their personal data for the Purposes (including the explicit consent of the data subjects for the processing of any sensitive personal data for the Purposes).

Each Placee acknowledges that by submitting personal data to the Registrar (acting for and on behalf of the Company) where the Placee is a natural person he or she has read and understood the terms of the Privacy Notice.

Each Placee acknowledges that by submitting personal data to the Registrar (acting for and on behalf of the Company) where the Placee is not a natural person it represents and warrants that:

(a)       it has brought the Privacy Notice to the attention of any underlying data subjects on whose behalf or account the Placee may act or whose personal data will be disclosed to the Company as a result of the Placee agreeing to subscribe for and/or purchase Placing Shares; and

(b)       the Placee has complied in all other respects with all applicable data protection legislation in respect of disclosure and provision of personal data to the Company.

Where the Placee acts for or on account of an underlying data subject or otherwise discloses the personal data of an underlying data subject, he/she/it shall, in respect of the personal data it processes in relation to or arising in relation to the Placing:

(a)       comply with all applicable data protection legislation;

(b)       take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of, or damage to the personal data;

(c)       if required, agree with the Company and the Registrar, the responsibilities of each such entity as regards relevant data subjects' rights and notice requirements; and

(d)       immediately on demand, fully indemnify each of the Company and the Registrar and keep them fully and effectively indemnified against all costs, demands, claims, expenses (including legal costs and disbursements on a full indemnity basis), losses (including indirect losses and loss of profits, business and reputation), actions, proceedings and liabilities of whatsoever nature arising from or incurred by the Company and/or the Registrar in connection with any failure by the Placee to comply with the provisions set out above.

Miscellaneous

The rights and remedies of Cavendish 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.

On application, if a Placee is an individual, that Placee may be asked to disclose in writing or orally his nationality. If a Placee is a discretionary fund manager, that Placee may be asked to disclose in writing or orally the jurisdiction in which its funds are managed or owned. All documents provided in connection with the Placing will be sent at the Placee's risk. They may be sent by post to such Placee at an address notified by such Placee to Cavendish.

Each Placee agrees to be bound by the articles of association of the Company (as amended from time to time) once the Placing Shares which the Placee has agreed to subscribe for and/or acquire pursuant to the Placing have been acquired by the Placee. The contract to subscribe for and/or acquire Placing Shares under the Placing and the appointments and authorities mentioned in this announcement will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of Cavendish and the Company, each Placee irrevocably submits to the jurisdiction of the courts of England and Wales and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum. This does not prevent an action being taken against a Placee in any other jurisdiction.

In the case of a joint agreement to subscribe for and/or acquire Placing Shares under the Placing, references to a Placee in these terms and conditions are to each of the Placees who are a party to that joint agreement and their liability is joint and several.

Cavendish and the Company expressly reserve the right to modify the Placing (including, without limitation, its timetable and settlement) at any time before allocations are determined. The Placing is subject to the satisfaction of the conditions contained in the Placing Agreement and to the Placing Agreement not having been terminated.

APPENDIX II

DEFINITIONS

The following definitions apply throughout this announcement, unless the context otherwise requires:

Act	the Companies Act 2006 (as amended)
Admission	the admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules for Companies
affiliate or affiliates	an affiliate of, or person affiliated with, a person; a person that, directly or indirectly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified
AIM	AIM, a market operated by the London Stock Exchange
AIM Rules	the AIM rules for companies published by the London Stock Exchange from time to time
Articles	the articles of association of the Company as in force as at the date of this announcement
Board	the Directors as at the date of this announcement
Bookbuild	means the platform operated by BB Technology Limited and known as BookBuild which will host the Retail Offer;
Business Day	any day on which the London Stock Exchange is open for business and banks are open for business in London, excluding Saturdays and Sundays
Cavendish	means Cavendish Capital Markets Limited, registered in England and Wales with company number 06198898 and having its registered office at 1 Bartholomew Close, London, England, EC1A 7BL
certificated or in certificated form	an Ordinary Share which is not in uncertificated form (that is, not in CREST)
Circular	the circular to shareholders to be published by the Company on or around 1 December 2023
Closing Price	the closing middle market quotation of an Ordinary Share
Company or RUA	RUA Life Sciences plc
CREST	the relevant system (as defined in the CREST Regulations) for paperless settlement of share transfers and holding shares in uncertificated form which is administered by Euroclear
CREST Regulations	the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755) (as amended)
Directors or Board	the directors of the Company as at the date of this announcement,
Directors' Intended Subscription	the intention of certain Directors to subscribe for an additional minimum of £80,000 when the company is out of a close period under the Market Abuse Regulation;
EEA	European Economic Area
Enlarged Share Capital	together, the Existing Ordinary Shares and the New Ordinary Shares
Existing Ordinary Shares	the 22,184,798 Ordinary Shares in issue on the date of this Announcement
Euroclear	Euroclear UK & International Limited, a company incorporated under the laws of England and Wales
EUWA	the European Union (Withdrawal) Act 2018 (as amended)
FCA	the Financial Conduct Authority
Form of Proxy	the form of proxy for use in connection with the General Meeting which will accompany the Circular
Fundraising	the Placing, the Retail Offer and the Subscriptions
FSMA	the Financial Services and Markets Act 2000 (as amended)
General Meeting	the general meeting of the Company to be held at 11.00 a.m. on 18 December 2023 at 2 Drummond Crescent Irvine Ayrshire Scotland UK, KA11 5AN, the Notice of which is to be set out in the Circular
Group	together, the Company and its subsidiary undertakings
Intermediaries	means an individual, company or other entity that manages and executes the buying and selling of securities on behalf of Retail Investors
ISIN	International Securities Identification Number
Issue Price	11 pence
London Stock Exchange	London Stock Exchange plc
New Ordinary Shares	the Placing Shares, the Retail Shares and the Subscription Shares
Notice of General Meeting	the notice convening the General Meeting which will form part of the Circular;
Official List	the Official List of the FCA
Ordinary Shares	ordinary shares of £0.05 each in the capital of the Company
Placees	persons who have agreed to subscribe for Placing Shares under the Placing;
Placing	the conditional placing of the Placing Shares by Cavendish at the Issue Price pursuant to the Placing Agreement
Placing Agreement	the agreement dated the same date as this announcement made between the Company and Cavendish relating to the Placing
Placing Shares	up to 36,363,636 new Ordinary Shares to be issued by the Company pursuant to the Placing
Prospectus Regulation	Prospectus Regulation (EU) 2017/1129
Regulation S	Regulation S promulgated under the Securities Act
Resolutions	the resolutions to be proposed at the General Meeting
Restricted Jurisdictions	the United States, Canada, Australia, Japan, New Zealand and the Republic of South Africa or any other jurisdiction where the extension or availability of the Fundraising would breach any applicable law
Retail Investors	means investors in the usual type of an Intermediary's client base, which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations
Retail Offer	means the offer of the Retail Shares, through Intermediaries, to Retail Investors in the United Kingdom,
Retail Shares	up to 6,818,181 new Ordinary Shares to be issued by the Company pursuant to the Retail Offer
Shareholder	a holder of Ordinary Shares
Subscribers	persons who it is proposed will subscribe for the Subscription Shares pursuant to the Directors' Intended Subscription
Subscription	means the conditional subscription for the Subscription Shares by the Subscribers at the Issue Price on the terms and subject to the conditions to be contained in the Subscription Agreements;
Subscription Agreements	means the subscription agreements to be entered into between the Company and the Subscribers
Subscription Shares	means the 727,272 new Ordinary Shares proposed to be issued by the Company to the Subscribers;
UK Prospectus Regulation	the UK version of the Prospectus Regulation as it forms part of EU retained law by virtue of the EUWA
uncertificated or in uncertificated form	recorded on a register of securities maintained by Euroclear in accordance with the CREST Regulations as being in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
US Securities Act	the United States Securities Act of 1993, as amended

References to a "company" in this announcement shall be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established.

Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.

For the purpose of this announcement, "subsidiary" and "subsidiary undertaking" have the meanings given by the Companies Act 2006.

 

END