Proposed Fundraise to raise minimum £25 million
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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("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 VIA A REGULATORY INFORMATION SERVICE, 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.
1 December 2021
Agronomics Limited
("Agronomics" or the "Company")
Proposed Fundraise to raise minimum £25 million
Launch of proposed Placing by way of accelerated bookbuild
Proposed Open Offer
Agronomics Limited (AIM:ANIC), a leading listed investor in cellular agriculture, announces a proposed subscription (the "Subscription") and a placing (the "Placing") to raise a minimum of £25 million (before expenses) (together the "Fundraise"), including £2.3 million intended to be subscribed for by Directors as set out below.
Fundraising Highlights:
· The Fundraise to raise minimum gross proceeds of £25 million through the proposed issue of a minimum 108,695,651 new ordinary shares of £0.000001 each (the "Fundraising Shares") with warrants, exercisable at 30 pence per share with a two year expiry, attached to the Fundraising Shares on a 1-for-1 basis ("November 2021 Warrants") (the Fundraising Shares and the November 2021 Warrants together, the "Fundraising Units"). The Fundraising Units will be priced at 23 pence per unit (the "Issue Price").
· The Placing is expected to raise a minimum of £19.2 million through the issue of a minimum of 83,298,282 new Ordinary Shares ("Placing Shares") and a minimum of 83,298,282 November 2021 Warrants (together, the "Placing Units") at the Issue Price.
· As at the date of this Announcement, the Subscription has raised £3.5 million through the proposed issue of 15,397,369 new Ordinary Shares ("Subscription Shares") and 15,397,369 November 2021 Warrants at the Issue Price; the Company will continue to accept commitments in relation to the Subscription until 17:00 GMT on 20 December 2021 (the "Subscription Closing Date").
· Directors of the Company, including Jim Mellon through Galloway Limited, have confirmed their intention to subscribe for an additional minimum of £2.3 million (the "Directors' Subscription"). As the Company is currently in a close period under MAR until the publication of its results for the financial year ended 30 June 2021 ("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). It is expected that the Results will be published before the Subscription Closing Date, and the Directors expect to able to participate in the Directors' Subscription as indicated.
· The Placing will be conducted by way of an accelerated bookbuild process arranged by Cenkos Securities plc ("Cenkos") which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in Appendix III to this Announcement and is expected to close on 2 December 2021. A further announcement will be made in due course, confirming the final quantum and number of Placing Units to be issued pursuant to the Placing, once the bookbuild is closed.
· To provide shareholders who did not have the opportunity to participate in the Fundraising to now do so, the Company is expected to undertake an Open Offer to allow shareholders to subscribe for new Ordinary Shares and associated November 2021 Warrant up to an aggregated c£6.6 million at the Issue Price. Further details on the Open Offer will be provided following the closing of the accelerated bookbuild.
· The Issue Price represents a discount of 6.1 per cent. to the closing price of Ordinary Shares on AIM on 30 November 2021 and 19.9 per cent. to the average daily volume weighted average price of Ordinary Shares on AIM for the 20 days to 30 November 2021. The Issue Price is also at a premium of 77.1 per cent. to the latest reported net asset value ("NAV") of 12.99 pence per share as at 30 September 2021.
· The Subscription is being led by the Company with the assistance of Shellbay Limited ("Shellbay"). Shellbay will not charge any commission or fees directly in relation to the fundraising assistance. However, Shellbay shall be entitled to an annual fee equal to the value of 15% of any increase between the Company's NAV on a per issued share basis at the start of a reporting period and 30 June each year (including any such increases derived from a fundraise at a premium to NAV per share), as outlined in the Company's announcement of 6 May 2021.
· The net proceeds of the Fundraising and Open Offer will principally be used by the Company to finance further investment into current portfolio companies and projects, investment in new opportunities within the cellular agriculture sector (and other related sectors) as set out below.
Use of Proceeds and Pipeline Investments
The net proceeds of the Fundraise and Open Offer after expenses will principally be used by the Company to finance further investment into current portfolio companies and projects and investment in new opportunities within the cellular agriculture sector (and other related sectors). The Company currently is in advanced discussions to make investments of up to US$52 million in 6 new and existing portfolio companies covering category leaders in both cell culture and fermentation technologies and spanning the range from pre-seed to series B. In addition to these very near-term opportunities, the Company has a significant pipeline of additional identified leads and expected funding rounds for existing portfolio companies. Further details are set out below.
Open Offer
The Company considers it important that Shareholders have an opportunity (where it is practicable for them to do so) to subscribe for Ordinary Shares (and applicable November 2021 Warrants) on the same terms as the Fundraise and accordingly the Company is making the Open Offer to Qualifying Shareholders, subject to Completion of the Placing.
The Company will undertake an Open Offer to allow shareholders to subscribe for Ordinary Shares (and applicable Warrants) up to an aggregated c£6.6 million at the Issue Price and will issue an offering circular (the "Circular") containing further details and the terms and conditions of the Open Offer.
Application for Admission
The Fundraising Shares and Open Offer Shares (and applicable November 2021 Warrants) will not be subject to the approval of Shareholders at a General Meeting as Shareholders granted authority on 28 May 2021 to the directors to allot up to 1,130,000,000 Ordinary Shares free from pre-emption, of which 595,454,548 were used for the new Ordinary Shares and warrants issued in the May 2021 fundraising. Authority over 534,545,452 remains available for the issue of new Ordinary Shares under the Fundraising, Open Offer and November 2021 Warrants.
Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM ("Admission") and Admission is expected to become effective and trading will commence at 8 a.m. on or around 8 December 2021. In order to provide sufficient time for the settlement procedure and payment of funds under the Subscription along with the intending Directors' Subscription as set out above, application will be made for the Subscription Shares, any additional shares to be issued pursuant to orders received prior to the Subscription Closing Date and shares to be issued pursuant to the Director's Subscription to be admitted to trading on AIM which is expected to occur at 8.00 a.m. on 21 December 2021
Following Admission, the Fundraising Shares and will rank pari passu with the existing Ordinary Shares in issue.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, Cenkos, as agent for the Company, has conditionally agreed to use its reasonable endeavours to procure subscribers for the Placing Units at the Issue Price. The Placing Agreement is conditional upon, amongst other things, none of the warranties given to Cenkos and Beaumont Cornish prior to Admission being or becoming untrue, inaccurate or misleading in any respects.
Under the Placing Agreement, the Company has agreed to pay to Cenkos and Beaumont Cornish Limited, the Company's Nominated Adviser, a fixed sum and/or commissions based on the aggregate value of the Fundraising, and the costs and expenses incurred in relation to the Placing.
The Placing Agreement contains customary warranties given by the Company in favour of Cenkos and Beaumont Cornish Limited in relation to, amongst other things, the accuracy of the information in this announcement and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify Cenkos and Beaumont Cornish Limited (and their respective affiliates) in relation to certain liabilities which they may incur in respect of the Placing.
Cenkos and Beaumont Cornish Limited have the right to terminate the Placing Agreement in certain circumstances prior to Admission. In particular, in the event of breach of the warranties or a material adverse change or if the Placing Agreement does not become unconditional.
November 2021 Warrants
Participants in the Fundraising and Open Offer shall receive one November 2021 Warrant for every one ordinary share subscribed for. Each November 2021 Warrant shall have an exercise price of 30 pence per share and have an expiry date of two years from the date of grant of the November 2021 Warrant.
Each November 2021 Warrant shall entitle the holder to subscribe for one Ordinary Share on any Exercise Date during the two year period commencing on the date of grant of any November 2021 Warrant. The Exercise Date is the last Business Day of each Quarter being the three-month periods of (i) January to March; (ii) April to June; (iii) July to September and (iv) October to December. Any Notice of Exercise received by the Receiving Agent in a Quarter shall be deemed to be exercised only on the next following Exercise Date after the receipt by the Receiving Agent of the Notice of Exercise.
Each November 2021 Warrant Holder shall be entitled to either:
· hold their November 2021 Warrants in CREST in uncertificated form; or
· receive a certificate confirming the date on which the holder or holders thereof are entered on the Register as the holder or holders of such warrants.
The November 2021 Warrants may be exercised through CREST, in respect of those November 2021 Warrants held in CREST, or by lodging a physical notice of exercise with the Receiving Agent, in relation to those holding their November 2021 Warrants in certificated form. Ordinary Shares to be issued pursuant to any Notice of Exercise delivered during a Quarter shall be issued by the Company on the fifth Business Day following the relevant Exercise Date.
A November 2021 Warrant can be sold, transferred or otherwise assigned either (i) by written instrument signed by the transferor and the transferee and delivered to the Receiving Agent with the relevant Certificate, or (ii) via CREST transfer in the ordinary course.
As with the warrants issued in May 2021, the Company intends to put in place a trading facility for the November 2021 Warrants at JP Jenkins. The November 2021 Warrant have an ISIN of IM00BP68CG25.
Set out below in Appendix II is an adapted extract from the draft Circular that is proposed to be sent to Shareholders after the closure of the Bookbuild. The final Circular, containing the terms and conditions of the Open Offer is expected to be sent to Shareholders and published on the Company's website on or around 2 December 2021.
For further information, please contact:
|
Agronomics Limited |
Beaumont Cornish Limited |
Cenkos Securities Plc |
TB Cardew |
|
The Company |
Nomad |
Broker |
Public Relations |
|
Richard Reed Denham Eke |
Roland Cornish James Biddle |
Giles Balleny Michael Johnson |
Ed Orlebar Joe McGregor |
|
+44 (0) 1624 639396 |
+44 (0) 207 628 3396 |
+44 (0) 207 397 8900 |
+44 (0) 20 7930 0777 +44 (0) 7738 724 630 agronomics@tbcardew.com |
Additional Information on the Company and the Fundraising:
Important Notices
This announcement contains 'forward-looking statements' concerning the Company that are subject to risks and uncertainties. Generally, the words 'will', 'may', 'should', 'continue', 'believes', 'targets', 'plans', 'expects', 'aims', 'intends', 'anticipates' or similar expressions or negatives thereof identify forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely. The Company cannot give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this announcement. The Company does not undertake any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.
Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of the Company or any other person following the implementation of the Placing or otherwise.
The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide to future performance and persons who require advice should consult an independent financial adviser.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, except pursuant to an exemption from registration. No public offering of securities is being made in the United States.
The distribution of this announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Cenkos Securities plc or Beaumont Cornish Limited 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, Cenkos Securities plc and Beaumont Cornish Limited to inform themselves about, and to observe, any such restrictions.
This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any jurisdiction into which the publication or distribution would be unlawful. 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 acquire shares in the capital of the Company in the United States, Australia, Canada, the Republic of South Africa or Japan or any jurisdiction in which such offer or solicitation would be unlawful or require preparation of any prospectus or other offer documentation or would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
Cenkos Securities plc, who is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as bookrunner to the Company in relation to the Placing and is not acting for any other persons in relation to the Placing. Cenkos Securities plc is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cenkos Securities plc, or for providing advice in relation to the contents of this announcement or any matter referred to in it.
Beaumont Cornish Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser to the Company in relation to the Placing and is not acting for any other persons in relation to the Placing. Beaumont Cornish Limited is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Beaumont Cornish Limited, or for providing advice in relation to the contents of this announcement or any matter referred to in it.
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 Cenkos Securities plc or Beaumont Cornish Limited 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.
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 "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Placees should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; Placing Shares offer no guaranteed income and no capital protection; and an investment in Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Cenkos Securities plc will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of 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 Placing Shares.
Appendix I - Timetable for the Fundraising
|
Announcement of the Fundraising |
11.30 a.m. on 1 December 2021 |
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Announcement of the results of the Fundraising and expected launch of the Open Offer |
2 December 2021 |
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Admission and commencement of dealings of the Placing Shares |
8.00 a.m. on 8 December 2021 |
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Admission and commencement of dealings of Subscription Shares |
8.00 a.m. on 21 December 2021 |
Appendix II - Extract from the Company's Circular to Shareholders
BACKGROUND TO AND REASONS FOR THE FUNDRAISING AND Open offer
Agronomics is a leading listed investor in Cellular Agriculture with a focus on Cultivated Meat and Fermentation technologies. The Company has established a portfolio of 18 companies at the Pre-Seed to Series B stage in this rapidly advancing sector (see Portfolio Summary below).
Cellular Agriculture is the interdisciplinary field combining biotechnology, chemical biology and tissue engineering, to produce conventional agricultural products directly from Cell Culture and Fermentation processes, including precision fermentation. These technologies are driving a major disruption in agriculture, offering solutions to improve sustainability, as well as addressing human health, animal welfare and environmental damage. Companies in this emerging sector and their activities have the capacity to impact eight of the UN's 17 sustainable development goals.
Agronomics seeks to secure strategic stakes in companies owning technologies with defensible intellectual property that offer new ways of producing food and materials with a focus on products historically derived from animals. To achieve this, it invests principally in companies involved in Cellular Agriculture including Cultivated Meat and Fermentation as well as the enabling technologies that will be applicable to such companies. Cellular Agriculture companies are involved across most forms of cultivated meat and seafood, as well pet food and plant Cell Culture, such as cocoa and coffee. This area includes cultivated materials, including cotton and leather. The Fermentation segment includes precision fermentation which involves the use of genetically engineered microbes to produce valuable molecules, such as proteins, fats and oils which are separated from the host microorganism via purification. As with many new industries that utilise new technologies and equipment, upstream supplier companies and complementary businesses join the market. Agronomics will also look at investments in companies that provide the products used more broadly across the industry such as manufacturers of bioreactors and companies with low-cost growth factor methodologies or scaffolding approaches.
The Company's investments reflect a global mandate including companies based in UK, USA, China, Singapore, Israel, the Netherlands, Finland and Germany. The Portfolio consists of all major protein categories. A full list of Agronomics' Investee Companies is set out below.
The Cellular Agriculture Industry
The basic premise of Cultured Meat is that the meat is grown in vitro, without the need to raise animals for slaughter. This is done by taking a biopsy from the species of choice (cow, chicken, pig, fish, shrimp etc) and isolating the stem cells from the tissue. Then in the ' Proliferation Phase' (cell expansion) , plant-based growth medium, oxygen and water are used to stimulate growth of cells into vast quantities of biomass. The ' Differentiation Phase' (cell specialisation) uses changes of conditions to initiate cells to differentiate and turn in to the desired cell type, for instance muscle cells, fat cells, and, or connective tissue. The tissues are combined in various ways, sometimes with the use of a 'scaffold', to form meat. It is likely that grounded meat products will be the first commercialised product initially and these are expected to be at a premium price point. However the Directors believe that cost reduction through scaling should ultimately lead to price parity with the benefit over conventional agriculture that the meat will be grown in a controlled environment and production will accordingly be independent of environmental factors such as variable weather and disease.
As an industry Cultured Meat is less than 10 years old, with the world's first lab-grown burger, developed from a research project led by Professor Mark Post, showcased only in 2013. It was funded by Sergey Brin, co-founder of Google, and cost EUR 250,000. This research was then spun out in 2016 to become MosaMeat ( www.mosameat.com ). Other key milestones in the development of the industry include Perfect Day ( www.perfectday.com ) achieving GRAS (generally recognised as safe) determination from the FDA for the use of β-lactoglobulin (dairy whey protein), produced via Fermentation and Eat Just, Inc. (www.goodmeat.co) receiving the world's first cultivated chicken approval for sale in Singapore in 2020. The Directors estimate that the first regulatory approval in the US by the FDA will come in 2022 and full-scale commercialisation will occur in 2025. AT Kearney, the consultancy, predicted that "cultured meat will make up 35% of the market share" by 2040.
Because of this rapid growth, the sector has a narrow investable universe of only approximately 200 companies globally and substantial capital requirement in near term. The Directors therefore believe that there will be significant raises by the industry in 2022 both in number as more players come into the industry and size as the market matures. This capital requirement is reflective of the trend - in 2016 to 2019 approximately US$150 million was raised for the sector, last year alone US$270 million was raised, and this year-to-date companies in the sector have raised a total of approximately US$590 million.
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Leading companies in the market |
Upside Foods
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Perfect Day |
EatJUST / |
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Product focus |
Beef, chicken, duck |
Dairy proteins |
Chicken, wagyu beef, plant-based egg |
|
Pre-money valuation |
US$450 million |
US$1.3 billion |
US$1.1 billion |
|
Fundraise stage |
Series B |
Series D |
Series D+ |
|
Total funding received to date |
US$180 million+^ |
US$710 million^ |
US$650 million+ |
*EatJUST is focused on plant-based products and cultivated meat
^Upside Foods raised a US$161 million Series B in January 2020, Perfect Day raised a $350 million Series D in 2021
The Fermentation sub-sector has also experienced huge growth of investment over the period. Including 'biomass fermentation', the industry raised US$90m from 2015 to 2018, US$450m and US$540 million in 2019 and 2020 respectively and US$1.12 billion to date in 2021. The prediction is that Fermentation companies will raise a further US$2.0 billion in 2022.
Regulation of Cellular Agriculture
The regulation of Cellular Agriculture is relatively complex and is often covered by multiple agencies given its novelty and the fact that it has characteristics of both biotechnology and agriculture. In the US, the FDA and the United States Department of Agriculture ("USDA") jointly regulates Cultivated Meat, while the FDA solely regulates cell-based seafood. Cultivated Meat in the EU is regulated by European Food Standards Agency ("EFSA") and new products have to go through a 'Novel Foods' regulatory approval process. Directors believe that the period from application to grant will take 6 to 18 months.
At this point in time only Eat Just Inc. has regulatory approval for any Cultivated Meat product and this has a limited scope having been approved in December 2020 by the Singapore Food Agency for cultivated chicken products for sale in Singapore.
Investment Process
Agronomics seeks to identify novel commercial opportunities utilising Cell Culture or Fermentation processes. The investment process starts with an initial screen which to date covers over 172 companies specific to Cellular Agriculture which provides a comprehensive coverage of the investment universe while maintaining a view to portfolio diversification covering key protein categories. Investment opportunities are sourced via an established network, desk-top research and screening. At this point a more focussed diligence process is undertaken which the Company has undertaken on over 60 companies to date. The diligence process will include engaging relevant scientific advisory board members for full evaluation of the technology and science, relevant intellectual property rights (including a freedom to operate patent review), assessment of the business strategy and team competencies, a preliminary Investment Committee review and site visits. Final investment process (18 companies to date) involves final technical due diligence by the Company's Scientific Advisory Board, written reports, external legal counsel engaged for legal documentation, comprehensive investment memorandum and data pack for final Investment Committee vote and final board approval. Details of the board and the advisory team and the scientific advisory board are set out in the Company's website https://agronomics.im/ .
Recent investments and reasons for the fundraising
In May of this year, the Company raised £65.5 million gross to fund its on-going investment programme into both existing Investee Companies as well as new companies to broaden the Portfolio. Since that time the Company has invested approximately £20 million (US$ 27 million) in the following 7 Investee Companies:
· Meatable B.V. EUR0.2 million
· Formo Bio GmbH US$3.15 million
· VitroLabs Inc. US$7.0 million
· California Cultured Inc. US$4.0 million
· Solar Foods EUR3.0 million
· The EVERY Company US$8.0 million
· Ohayo Valley Inc US $1.5 million
The Company currently has approximately £44 million of available investible cash but expects to deploy this on its near-term investment pipeline set out in Paragraph 3 (Use of Proceeds) below. Going forward, the Directors envisage that the Company will be presented with significantly greater opportunities to deploy larger amounts of capital into the sector with average investment size increasing in line with sector growth.
To date the Company has participated in a number of the early rounds of leading companies in the Cellular Agriculture industry, allowing the Company to have material holdings in 18 portfolio companies covering most of the key meat varieties for a total investment of approximately £43,467,920.
Given the relatively short history of the sector, many of these companies have not undertaken the follow-on rounds that would generate a re-pricing event for the Company's holdings, meaning that, in the Directors' opinion, the carrying value on the Company's balance sheet of the some of these companies such as BlueNalu does not reflect the rapid progress that they have achieved to date. The Directors therefore expect significant developments in a number of the Company's portfolio companies that should positively impact their valuation in the coming year.
The Company will continue to invest in applications of Cell Culture in pre-seed companies but it intends, where possible, to take larger positions in such early rounds in order to have greater influence on terms and greater visibility on the development of the relevant business and intellectual property. In addition, given the maturing market and later stage rounds being undertaken including by its current Investee Companies, the Company is expected to naturally transition to larger per round investments. The Directors therefore consider that increasing the capital base at this point would benefit the Company by allowing it to take advantage of more opportunities over the next year, whether it be continuing to invest in earlier stage companies, maintaining its holding in existing later stage Investee Companies or making targeted acquisitions of secondary shares in the leading Cellular Agriculture companies.
USE OF PROCEEDS OF THE FUNDRAISING and open offer
The amounts raised under the Fundraising and Open Offer will principally be used to finance further investment into current Investee Companies and projects and, investment in new opportunities within the Cellular Agriculture sector (and other related sectors).
The Company currently is in advanced discussions to make investments of up to US$52 million in 6 new and existing Investee Companies covering category leaders in both Cell Culture and Fermentation technologies and spanning the range from 'Pre-Seed' to 'Series B' (details of which are set out below). In addition to these near-term opportunities, the Company has a significant pipeline of additional identified leads and expected funding rounds for existing Investee Companies.
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EXPECTED NEAR TERM INVESTMENTS |
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TECHNOLOGY FOCUS |
ANTICIPATED COMMITMENT (GBP) |
STAGE |
ESTIMATED TIME TO COMMERCIAL LAUNCH |
DESCRIPTION |
|
Project A |
Cell Culture |
5-9 million |
Series A |
1-2 years |
Major protein category, company has an efficient bioprocess established, entering scale-up phase |
|
Project B |
Cell Culture |
7-11 million |
Series B |
1-2 years |
Leading US based cellular agriculture company |
|
Project C |
Fermentation |
7-11 million |
Series B |
< 1 year |
Company providing infrastructure capabilities to fermentation companies to facilitate scaling |
|
Project D |
Fermentation |
6 million |
Series B |
< 1 year |
Opportunity in a leading fermentation company with a platform technology |
|
Ohayo Valley Inc (announced 19 November 2021) |
Cell Culture |
~1.11 million |
Pre-Seed |
4 years |
Leading cultivated meat scientist has founded her own company, unique technology approach for efficient production at low-cost. First product is cultivated Wagyu ribeye steak |
|
Project F |
Cell Culture |
250k |
Pre-Seed |
3 years |
Identified white space opportunity within cellular agriculture |
Shellbay Agreement
Agronomics announced revised terms with its advisory consultant, Shellbay Limited ("2021 Shellbay Agreement") on 6 May 2021. Shellbay Limited is indirectly owned by Jim Mellon, a Director of the Company. Under the terms of the 2021 Shellbay Agreement:
o Shellbay charges no ongoing management fee (whether fixed or relating to the net asset value of the Company's assets).
o Direct expenses incurred in performing the services (including the direct costs of remunerating employees and/or consultants) reimbursed.
o Performance fee of 15% calculated on annual increase to net asset value ("NAV") at 30 June each year ("Closing Date") with the highest Closing Date NAV per share for the previous reporting periods establishing a rolling high-watermark.
o Any increase in NAV per share is applied to the issued share capital at the Closing Date for the purposes of determining the 15% fee.
o As well as NAV increases relating to performance of the Portfolio, any increase in NAV per share that arises from funds raised at a premium to the existing NAV per share will count towards the calculation of Shellbay's fee.
o At the election of the Company, the fee is payable in new shares at the mid-price on the Closing Date or grant of nil price warrants over shares; or in cash; or (with the agreement of Shellbay), in cash-equivalents (such as shares), and other assets held by the Company.
The period to 30 June 2021 was the first period during which the 2021 Shellbay Agreement was in place. During this period, NAV per share increased from 5.86 pence to 11.71 pence on an unaudited basis, principally as a result of the non-dilutive May 2021 fundraising which was undertaken at a 254 per cent. premium to the last reported per share net asset value. While still subject to audit, it is expected that Shellbay will receive shares to the value of approximately £7 million which would result in a 3.6 per cent. dilution to NAV per share.
Pursuant to the Placing Agreement, the Company has agreed that it will elect to pay Shellbay's fee in ordinary shares in relation to the fees for to the period to 30 June 2021, In addition, to the extent that a fee becomes payable for performance during the period to 30 June 2022, it will elect to pay at least 75 per cent. of such fee in ordinary shares.
THE NOVEMBER 2021 WARRANTS
Each Unit comprises one new Ordinary Share and one November 2021 Warrant. Each November 2021 Warrant shall have an exercise price of 30 pence per share and have an expiry date of two years from the Grant Date.
Each November 2021 Warrant shall entitle the holder to subscribe for one Ordinary Share on any "Exercise Date" during the November 2021 Warrant Period. The Exercise Date is the last Business Day of each "Quarter", being the three month periods of (i) January to March; (ii) April to June; (iii) July to September and (iv) October to December. Any Notice of Exercise received by the Receiving Agent in a Quarter shall be deemed to be exercised only on the next following Exercise Date after the receipt by the Receiving Agent of the Notice of Exercise.
Each holder of November 2021 Warrants shall be entitled to either:
(a) hold their November 2021 Warrants in CREST in uncertificated form; or
(b) receive a certificate confirming the date on which the holder or holders thereof are entered on the register as the holder or holders of such November 2021 Warrants.
The November 2021 Warrants will have a unique ISIN number distinct from the Ordinary Shares. The ISIN number for the November 2021 Warrants is IM00BP68CG25.
The November 2021 Warrants may be exercised through CREST, in respect of those warrants held in CREST, or by lodging a physical notice of exercise with the Receiving Agent, in relation to those holding their November 2021 Warrants in certificated form. Ordinary Shares to be issued pursuant to any Notice of Exercise delivered during a Quarter shall be issued by the Company on the fifth business day following the relevant Exercise Date.
A November 2021 Warrant can be sold, transferred or otherwise assigned either (i) by written instrument signed by the transferor and the transferee and delivered to the Registrar with the relevant Certificate, or (ii) via CREST transfer in the ordinary course.
PORTFOLIO
|
|
VitroLabs Inc |
Formo |
BlueNalu |
Meatable |
Every |
Solarfoods |
|
Current Value in Portfolio |
US$12.75m |
EUR 10.7m |
US$8.55m |
EUR 8.15m |
US$8.0m |
EUR 6.0m |
|
Agronomics investment |
US$10.5m |
EUR 4.15m |
US$8.0m* |
EUR 5.20m |
US$8.0m |
EUR 6.0m |
|
Current Stage |
Series A |
Series A |
Pre-Series B |
Series A |
Venture |
Series A |
|
% Ownership |
11.69% |
5.94% |
5.85%*^ |
5.84% |
1.39% |
5.80% |
|
Category |
Lab-grown leather |
Clean dairy protein |
Cultivated seafood |
Cultivated pork |
Clean egg protein |
Air protein |
|
Notable Co-investors |
First Minute Capital, Y Combinator, CPT Capital |
M Ventures
(Strategic VC EQT Ventures, Lowercarbon Capital |
CPT Capital, Stray Dog Capital, New Crop Capital |
Section 32, Rick Klausner, DSM Venturing |
Blue Horizon, SOSV (IndieBio), Ingredion |
Fazer (leading Finnish FMCG company); Atomico |
|
Investment Rationale |
Scalable tissue engineering platform Huge US$52bn global leather goods market Revenue generating expected in the near term |
Producing genuine dairy proteins, casein and whey, using recombinant engineering, focused on producing cheese Technology alleviates the inefficiency and animal welfare concerns of raising dairy cows |
Highly experienced team with 30+ years of food industry experience led by Lou Cooperhouse Leader in cellular aquaculture with a species agnostic platform to produce whole muscle fish fillets |
Unique OPTI-OX technology allows for rapid transformation of stem cells into muscle and fat Long-term sector experience, including CSO Daan Luining, former scientist at New Harvest |
Established precision fermentation platform focused on egg proteins initially Achieved industry-leading titers that make EVERY cost competitive with eggs at mass scale |
Technology that utilises carbon dioxide from the air and the electrolysis of water to produce a sustainable protein Versatile application as an alternative to soy or pea protein |
| Livekindly | New Age Meats | Mosa Meat | Tropic Biosciences | California Cultured | SuperMeat | Shiok Meats |
Current Value in Portfolio | US$5.55m | US$3.6m | EUR 3.5m | US$3.0m | US$2.2m | US$2.0m | US$0.64m |
Agronomics investment | US$3.0m | US$0.7m | EUR 3.5m | US$3.0m | US$2.2m | US$2.0m | US$0.5m |
Current Stage | Seed | Series A | Series B | Series B | Seed | Pre-Series A | Seed |
% Ownership | 1.0% | < 4% | 1.62%" | 2.95% | 18.33%^ | 2.22%^ | 1.6% |
Category | Strategic plant-based chicken Production | Cultivated pork | Cultivated beef | CRISPR gene edited seedlings | Lab-grown cocoa | Cultivated chicken | Cultivated seafood |
Notable Co-investors | PHW Group, Blue Horizon Corporation | SOSV III (IndieBio), ff Graphite | Blue Horizon Ventures, Nutreco, Bell Food Group | Temasek, Pontifax Agtech, Five Season Ventures | SOSV (IndieBio) | PHW Group, Stray Dog Capital, New Crop Capital | Henry Soesanto (Monde Nissin), Aqua-Spark |
Investment Rationale | Strong operational management team including former president of Unilever North America Raised US$200m in the largest founder round in the history of food | First company to produce a meat-based tasting prototype sausage Good position for market entry through hybrid products | Leading cultivated meat player in Europe, with clear regulatory pathway through EFSA Advanced product development, whole beef product with muscle, fat and connective tissue | Developing high-performing commercial varieties of tropical crops, with a focus on coffee and bananas Coffee and banana are large global seed markets: coffee | Using cell culture technology to produce cocoa products such as chocolate, cocoa butter and cocoa powders. More sustainable way of producing cocoa products- which have concerns over deforestation. | Operational pilot plant capable of producing several hundred pounds of meat per week Developed 'The Chicken' restaurant concept in Israel, allowing people to apply to taste their products | Combined scientific and entrepreneurial experience First cultivated meat company based in Singapore and |
| Galy | Rebellyous Foods | CellX | Bond Pet Foods |
Current Value | US$0.5m | US$0.35m | US$0.3m | US$0.15m |
Agronomics investment | US$0.5m | US$0.35m | US$0.050m | US$0.15m |
Current Stage | Seed | Series A | Pre-Seed | Seed |
% Ownership | 4.4%^ | 1.2% | Less than 2% | 3.0%^ |
Category | Lab-grown cotton | Plant-based food | Cultivated meat and cultivated seafood | Cultivated pet food |
Notable Co-investors | Future Tech Lab, Petri (partner of Ginkgo Bioworks) | Blue Horizon Ventures, CPT Capital | Humboldt Fund, Brinc, Lever VC | Lever VC, KBW Ventures, Andante Asset Management |
Investment Rationale | Producing cotton grown directly from cells Minimal footprint compared | Revenue generating with corporate cafeterias trialing product via Compass Group Founder holds strong IP in large scale manufacturing processes | First investment for Agronomics in China - geographic diversification Strong technical founding team Huge animal protein market in China ripe for disruption | Utilisation of cellular fermentation to produce animal proteins Targeting the US$25 billion pet food market, growth in high quality premium food market |
Appendix III - Terms and Conditions of the Placing
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING SHARES AND WARRANTS.
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN APPROVED BY ANY REGULATORY BODY.
THIS ANNOUNCEMENT OR ANY PART OF IT DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR PLACING SHARES AND WARRANTS IN AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS OR MAY BE RESTRICTED (SAVE FOR THE UNITED KINGDOM) OR UNLAWFUL. THE RELEVANT CLEARANCES HAVE NOT BEEN, NOR WILL THEY BE, OBTAINED FROM THE SECURITIES COMMISSION OF ANY PROVINCE OR TERRITORY OF CANADA, NO PROSPECTUS HAS BEEN LODGED WITH, OR REGISTERED BY, THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION OR THE JAPANESE MINISTRY OF FINANCE; THE RELEVANT CLEARANCES HAVE NOT BEEN, AND WILL NOT BE, OBTAINED FOR THE SOUTH AFRICA RESERVE BANK OR ANY OTHER APPLICABLE BODY IN THE REPUBLIC OF SOUTH AFRICA IN RELATION TO THE PLACING SHARES AND WARRANTS AND THE PLACING SHARES AND WARRANTS HAVE NOT BEEN, NOR WILL THEY BE, REGISTERED UNDER OR OFFERED IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE, PROVINCE OR TERRITORY OF AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES. ACCORDINGLY, THE PLACING SHARES AND WARRANTS MAY NOT (UNLESS AN EXEMPTION UNDER THE RELEVANT SECURITIES LAWS IS APPLICABLE) BE OFFERED, SOLD, RESOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION OUTSIDE THE UNITED KINGDOM. PERSONS (INCLUDING, WITHOUT LIMITATION, NOMINEES AND TRUSTEES) WHO HAVE A CONTRACTUAL RIGHT OR OTHER LEGAL OBLIGATION TO FORWARD A COPY OF THIS ANNOUNCEMENT SHOULD SEEK APPROPRIATE ADVICE BEFORE TAKING ANY ACTION.
THE DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY PART OF IT AND THE PLACING AND ISSUE OF THE PLACING SHARES AND WARRANTS IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. NO ACTION HAS BEEN TAKEN BY THE COMPANY OR CENKOS OR ANY OF THEIR RESPECTIVE AFFILIATES, AGENTS, CONSULTANTS, DIRECTORS, EMPLOYEES OR OFFICERS THAT WOULD PERMIT AN OFFER OF THE PLACING SHARES AND WARRANTS OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO SUCH PLACING SHARES AND WARRANTS IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED, OTHER THAN THE UNITED KINGDOM. PERSONS TO WHOSE ATTENTION THIS ANNOUNCEMENT HAS BEEN DRAWN ARE REQUIRED BY THE COMPANY AND CENKOS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT (A) PERSONS IN MEMBER STATES OF THE EEA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (EU) 2017/1129 AND TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE ("EU PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"), AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION WHICH FORMS PART OF DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK PROSPECTUS REGULATION") WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF FSMA (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES AND WARRANTS.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE PLACING SHARES AND WARRANTS HAVE NOT BEEN NOR WILL BE REGISTERED UNDER THE SECURITIES ACT, UNDER THE SECURITIES LEGISLATION OF ANY STATE OF THE UNITED STATES OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES. THE PLACING SHARES AND WARRANTS HAVE NOT BEEN AND WILL NOT BE APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. THE PLACING SHARES AND WARRANTS MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY US PERSON (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE SECURITIES ACT). THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES WITHIN THE MEANING OF SECTION 4(A)(2) OF THE SECURITIES ACT MADE IN THE UNITED STATES. THE PLACING SHARES AND WARRANTS CANNOT BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO US PERSONS.
THIS ANNOUNCEMENT INCLUDES STATEMENTS THAT ARE, OR MAY BE DEEMED TO BE "FORWARD-LOOKING STATEMENTS". THESE FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, INCLUDING THE TERMS "BELIEVES", "ESTIMATES", "PLANS", "PROJECTS", "ANTICIPATES", "EXPECTS", "INTENDS", "MAY", "WILL" OR "SHOULD", OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY. THESE FORWARD-LOOKING STATEMENTS INCLUDE MATTERS THAT ARE NOT HISTORICAL FACTS. THEY APPEAR IN A NUMBER OF PLACES THROUGHOUT THIS ANNOUNCEMENT AND INCLUDE STATEMENTS REGARDING THE DIRECTORS' CURRENT INTENTIONS, BELIEFS OR EXPECTATIONS CONCERNING, AMONG OTHER THINGS, THE COMPANY'S RESULTS OR OPERATIONS, FINANCIAL CONDITION, LIQUIDITY, PROSPECTS, GROWTH, STRATEGIES AND THE COMPANY'S MARKETS. FORWARD-LOOKING STATEMENTS IN THIS ANNOUNCEMENT ARE BASED ON CERTAIN FACTORS AND ASSUMPTIONS, INCLUDING THE DIRECTORS' CURRENT VIEW WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS RELATING TO FUTURE EVENTS AND OTHER RISKS, UNCERTAINTIES AND ASSUMPTIONS RELATING TO THE COMPANY'S OPERATIONS, GROWTH STRATEGY AND LIQUIDITY. WHILST THE DIRECTORS CONSIDER THESE ASSUMPTIONS TO BE REASONABLE BASED UPON INFORMATION CURRENTLY AVAILABLE, THEY MAY PROVE TO BE INCORRECT. SAVE AS REQUIRED BY LAW OR BY THE AIM RULES, THE COMPANY ASSUMES NO OBLIGATION TO PUBLICLY RELEASE THE RESULTS OF ANY REVISIONS TO FORWARD-LOOKING STATEMENTS IN THIS ANNOUNCEMENT THAT MAY OCCUR DUE TO ANY CHANGE IN THE DIRECTORS' EXPECTATIONS OR TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE OF THIS ANNOUNCEMENT. NO STATEMENT IN THIS ANNOUNCEMENT IS INTENDED TO COMPRISE A PROFIT FORECAST OR ESTIMATE, AND NO STATEMENT IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED TO MEAN THAT EARNINGS PER SHARE OF THE COMPANY FOR THE CURRENT OR FUTURE FINANCIAL YEARS WOULD MATCH OR EXCEED HISTORICAL PUBLISHED EARNINGS PER SHARE OF THE COMPANY.
THIS ANNOUNCEMENT HAS BEEN PREPARED AND ISSUED BY THE COMPANY AND IS AND WILL BE 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 CENKOS OR ANY OF ITS RESPECTIVE ADVISERS, AFFILIATES, AGENTS, BRANCHES, CONSULTANTS, DIRECTORS, EMPLOYEES, OFFICERS OR ANY OTHER PERSON 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 PLACEE, ANY PERSON ACTING ON SUCH PLACEE'S BEHALF OR ANY OF THEIR RESPECTIVE ADVISERS, AND ANY LIABILITY THEREFOR IS EXPRESSLY DISCLAIMED.
THIS ANNOUNCEMENT HAS NOT BEEN EXAMINED OR APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO EXAMINED OR APPROVED.
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 (including insofar as MiFID II and the MiFID II Delegated Directive constitute retained EU law (as defined in section 6(7) of the European Union (Withdrawal) Act 2018) in the United Kingdom ("Retained MiFID Provisions)) (together the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares and Warrants have been subject to a product approval process, which has determined that such Placing Shares and Warrants are; (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II and the Retained MiFID Provisions; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II and the Retained MiFID Provisions (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors (as defined within the MiFID II Product Governance Requirements) and investors 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 Placing Shares and Warrants is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Cenkos will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability of appropriateness for the purposes of MiFID II or the Retained MiFID Provisions; 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 Warrants. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and Warrants and determining appropriate distribution channels.
This Announcement should be read in its entirety.
Terms and conditions of, and the mechanics of participation in, the Placing
This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. By participating in the Placing, each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares and Warrants on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.
No commission will be paid to Placees or by Placees in respect of any Placing Shares or Warrants.
Details of the Placing Agreement and the Placing Shares and Warrants
Cenkos as bookrunner (the "Bookrunner") has entered into the Placing Agreement with the Company pursuant to which, on the terms and subject to the conditions set out in such Placing Agreement, Cenkos as agent for and on behalf of the Company, has conditionally agreed to use its reasonable endeavours to procure Placees for the Placing Shares and Warrants at the Issue Price. The Placing is not being underwritten by Cenkos or any other person.
The Placing Shares will, when issued, be subject to the articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares. The Warrants will be subject to the terms of the deed poll constituting the Warrants.
The Placing Agreement contains certain undertakings, warranties and indemnities given by the Company for the benefit of, amongst others, Cenkos. Cenkos has absolute discretion as to whether or not to bring an action against the Company for breach of these undertakings, warranties and indemnities.
Cenkos has the right to terminate the Placing Agreement in certain circumstances, details of some of which are set out below.
Application for Admission
Application will be made to the London Stock Exchange for Admission.
It is expected that Admission will take place at 8.00 a.m. on 8 December 2021 and that dealings in the Placing Shares on AIM will commence at the same time.
Principal terms of the Placing
Cenkos is acting as Bookrunner broker to the Placing, as agent for and on behalf of the Company. Cenkos is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Cenkos or for providing advice in relation to the matters described in this Announcement.
Participation in the Placing will only be available to persons who may lawfully be, and are, invited by Cenkos to participate. Cenkos and any of its affiliates are entitled to participate in the Placing as principal.
Cenkos is proceeding with the Bookbuild for the purpose of assessing demand from institutional and other investors for subscribing for Placing Shares and Warrants at the Issue Price and the Company then issuing the new Ordinary Shares and Warrants under the Placing to raise minimum approximately £21.12 million for the Company before expenses. The exact number of Placing Shares and Warrants to be allocated and issued to each Placee shall be determined by the Bookrunner and the Company following completion of the Bookbuild. The Bookrunner will commence the Bookbuild today and it is expected to close no later than 4:30 p.m. today but may be closed earlier or later at Cenkos' discretion. Completion of the Bookbuild is at the discretion of the Company and there is no guarantee that the Bookbuild will be completed. Cenkos may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The number of Placing Shares and Warrants will be announced on a Regulatory Information Service following completion of the Bookbuild.
Each Placee's allocation of Placing Shares and Warrants will be communicated orally by Cenkos to the relevant Placee. That oral confirmation will give rise to an irrevocable, legally binding commitment by such Placee, in favour of Cenkos and the Company, under which it agrees to acquire the number of Placing Shares and Warrants allocated to it at the Issue Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association. Except with Cenkos' consent, such commitment will not be capable of variation, revocation, termination or rescission at either the time of such oral confirmation or any time thereafter.
Each Placee's allocation and commitment will be evidenced by a Form of Confirmation issued to such Placee by Cenkos. The Form of Confirmation will set out the number of Placing Shares and Warrants allocated, the Issue Price and the aggregate amount owed by such Placee to Cenkos. The terms of this Appendix will be deemed incorporated in that contract note.
An offer to acquire Placing Shares and Warrants which has been communicated by a prospective Placee to Cenkos which has not been withdrawn or revoked prior to publication of this Announcement shall not be capable of withdrawal or revocation immediately following the publication of this Announcement without the consent of Cenkos.
The Issue Price shall be payable to Cenkos by all Placees in respect of their respective allocation of Placing Shares and Warrants.
Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Cenkos (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.
Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares and Warrants to be acquired pursuant to the Placing will be required to be made on the basis explained below under "Registration and Settlement".
All obligations of Cenkos under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing".
By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and/or set out in the Placing Agreement will not be capable of rescission or termination by the Placee.
To the fullest extent permissible by law and applicable FCA rules, none of (a) Cenkos, (b) any of Cenkos' affiliates, agents, directors, officers, employees or consultants, (c) to the extent not contained within (a) or (b), any person connected with Cenkos as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of Cenkos) or (d) any person acting on Cenkos' behalf shall have any liability (including to the extent permissible by law, any fiduciary duties) to any Placee or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither Cenkos nor any of its respective affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of their conduct of the Placing or of such alternative method of effecting the Placing as Cenkos and the Company may agree.
Registration and Settlement
Each Placee which has been allocated new Ordinary Shares in the Placing will be sent a Letter of Confirmation by Cenkos stating, inter alia, the number of Placing Shares and Warrants allocated to it, the Issue Price and the aggregate amount owed by them to Cenkos.
Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by Cenkos in accordance with either the standing CREST or certificated settlement instructions which they have in place with Cenkos.
Settlement of transactions in the Placing Shares (ISIN: IM00B6QH1J21) will take place within the CREST system, subject to certain exceptions. Settlement through CREST with respect to the Placing Shares is expected to occur at 8.00 a.m. on 8 December 2021.
Settlement of the Warrants (ISIN: IM00BP68CG25) subscribed in the Placing along with the Placing Shares will take place within the CREST system, subject to certain exceptions. Settlement through CREST with respect to the Warrants is expected to occur at 8.00 a.m. on8 December 2021 by delivery of the Warrants directly from Link Market Services Limited acting as the Company's receiving agent ("Receiving Agent").
In accordance with the Form of Confirmation, settlement of the Placing Shares will be on a delivery versus payment basis, settlement of the Warrants will be delivered free of payment by the Receiving Agent.
In the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and Cenkos may agree that the Placing Shares and the Warrants should be issued in certificated form.
Cenkos reserves the right to require settlement for the Placing Shares and the Warrants, and to deliver the Placing Shares and Warrant to Placees, by such other means as it deems necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of two percentage points above prevailing LIBOR as determined by Cenkos.
Each Placee is deemed to agree that if it does not comply with these obligations, Cenkos may sell any or all of their Placing Shares and Warrants on their behalf and retain from the proceeds, for Cenkos' account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of their Placing Shares and Warrants on their behalf.
If Placing Shares and Warrants are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the Form of Confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares and Warrants 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 and Warrants should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.
The obligations of Cenkos under the Placing Agreement are, and the Placing is, conditional upon, inter alia:
1. none of the warranties or undertakings provided in the Placing Agreement by the Company being or having become untrue, inaccurate or misleading at any time before Admission and no fact or circumstance having arisen which would constitute a breach of any such warranties;
2. the performance by the Company of certain obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission; and
3. Admission occurring not later than 8.00 a.m. on 8 December 2021 or such later time as Cenkos may agree in writing with the Company (but in any event not later than 8.00 a.m. on 31 January 2022),
(all conditions to the obligations of Cenkos included in the Placing Agreement being together, the "Conditions").
If any of the Conditions set out in the Placing Agreement are not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and Cenkos may agree), or the Placing Agreement is terminated in accordance with the circumstances described under "Termination of the Placing" below, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time, all monies received from a Placee pursuant to the Placing shall be returned to such Placee without interest, at the risk of the relevant Placee and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.
Certain Conditions may be waived in whole or in part by Cenkos acting in its absolute discretion and Cenkos may also agree in writing with the Company to extend the time for satisfaction of any condition. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix. Cenkos shall not be obliged to issue Placees with any details of any such waiver.
Cenkos may terminate the Placing Agreement in certain circumstances, details of which are set out below.
None of Cenkos, the Company nor any of their respective affiliates, agents, consultants, directors, employees or officers 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 any of them 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 any of them 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 Cenkos.
Termination of the Placing
Cenkos may terminate its obligation under the Placing Agreement, in accordance with its terms, at any time prior to Admission if, inter alia:
1. it comes to the notice of Cenkos that any statement contained in this Announcement, or any other document or announcement issued or published by or on behalf of the Company in connection with the Placing, is or has become untrue, incorrect or misleading in any respect which it reasonably considers is material in the context of the Placing;
2. it comes to the knowledge of Cenkos that there has been a breach of any of the warranties in the Placing Agreement;
3. there has occurred any material adverse change in the financial position or prospects of the Company and in Cenkos' reasonable opinion that would materially prevent the success of the Placing; or
4. there has occurred any change in national or international financial, market, industrial, monetary, economic or political conditions (including a material deterioration in, or a material escalation in response to, the COVID-19 pandemic) or there shall have occurred any event which, in the reasonable opinion of Cenkos, makes it impracticable or inadvisable to proceed with the Placing.
If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time, all monies received from a Placee pursuant to the Placing shall be returned to such Placee without interest, at the risk of the relevant Placee and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.
By participating in the Placing, each Placee agrees with the Company and Cenkos that the exercise by the Company, or Cenkos, of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or Cenkos and that neither the Company nor Cenkos need make any reference to such Placee and that none of Cenkos, the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise (including any decision not to terminate the Placing Agreement).
No prospectus
No prospectus has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares or Warrants and no such prospectus is required on the basis that all offers of Placing Shares and Warrants will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus.
Placees' commitments will be made solely on the basis of the information contained in this Announcement and subject to any further terms set forth in the contract note to be sent to individual Placees.
Representations, warranties and further terms
By participating in the Placing, each Placee and/or any person acting on such Placee's behalf acknowledges, agrees, represents, undertakes, and warrants with Cenkos (for itself and as agent on behalf of the Company) that (save where Cenkos expressly agrees in writing to the contrary):
1. it has read and understood this Announcement in its entirety and it agrees and acknowledges that the issue and acquisition of the Placing Shares and Warrants is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements, undertakings and other information contained or referred to in this Appendix;
2. it is a Qualified Investor within the United Kingdom as defined in Article 2(e) of the UK Prospectus Regulation and if it is within a Relevant State, it is a Qualified Investor as defined in Article 2(e) of the EU Prospectus Regulation;
3. in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Regulation 5(1) of the UK Prospectus Regulation:
i. the Placing Shares and Warrants acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of Cenkos has been given to the offer or resale; or
ii. where Placing Shares and Warrants have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares and Warrants to it is not treated under the EU Prospectus Regulation as having been made to such persons;
4. it will not distribute, forward, transfer, mail or otherwise transmit by any means or media, directly or indirectly, in whole or in part, this Announcement or any other materials concerning the Placing (including any electronic copies thereof), in or into the United States or to any US Person (as such term is defined in Regulation S under the US Securities Act of 1933) and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
5. it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares and Warrants are acquired will not be, a resident of, or with an address in, or subject to the laws of, Australia, Canada, Japan, the United States of America or the Republic of South Africa, and it acknowledges and agrees that the Placing Shares and Warrants have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, Japan, the United States of America or the Republic of South Africa and may not be offered, sold or acquired, directly or indirectly, within those jurisdictions;
6. it acknowledges that no action has been or will be taken by any of the Company, Cenkos or any person acting on their behalf that would, or is intended to, permit a public offer of the Placing Shares or Warrants in the United States or in any country or jurisdiction where any such action for that purpose is required. In addition, neither the Placing Shares nor the Warrants have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares or Warrants under the securities laws of the United States (or any state or other jurisdiction of the United States) Australia, Canada, Japan or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, Canada, Japan or the Republic of South Africa or in any country or jurisdiction where any such action for that purpose is required;
8. it and the beneficial owner of the Placing Shares and Warrants is currently, and will remain so until at least such time as the Placing Shares and Warrants are acquired, not a US Person (as such term is defined in Regulation S), and is currently outside the United States and acquiring and Warrants the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;
9. it and/or each person on whose behalf it is participating (i) is entitled to acquire Placing Shares and Warrants pursuant to the Placing under the laws and regulations of all relevant jurisdictions; (ii) has fully observed such laws and regulations; and (iii) has the capacity and has obtained all requisite authorities and consents (including, without limitation, in the case of a person acting on behalf of a Placee, all requisite authorities and consents to agree to the terms set out or referred to in this Appendix) under those laws or otherwise and has complied with all necessary formalities to enable it to enter into the transactions and make the acknowledgements, agreements, indemnities, representations, undertakings and warranties contemplated hereby and to perform and honour its obligations in relation thereto on its own behalf (and in the case of a person acting on behalf of a Placee on behalf of that Placee); (iv) does so agree to the terms set out in this Appendix and does so make the acknowledgements, agreements, indemnities, representations, undertakings and warranties contained in this Announcement on its own behalf (and in the case of a person acting on behalf of a Placee on behalf of that Placee); and (v) is and will remain liable to the Company and Cenkos for the performance of all its obligations as a Placee of the Placing (whether or not it is acting on behalf of another person);
10. it is acquiring the Placing Shares and Warrants for its own account or if it is acquiring the Placing Shares and Warrants on behalf of another person it confirms that it exercises sole investment discretion in relation to such other person's affairs and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares and Warrants;
1`. it understands (or if acting on behalf of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix;
12. it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document: (i) is required under the Prospectus Regulation; and (ii) has been or will be prepared in connection with the Placing;
13. the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account (the "Exchange Information"), and that it is able to obtain or access the Exchange Information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;
14. it has made its own assessment of the Company, the Placing Shares and Warrants and the terms of the Placing and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. It has not relied on (i) any investigation that Cenkos or any person acting on Cenkos's behalf may have conducted with respect to the Company, the Placing or the Placing Shares and Warrants; or (ii) any other information given or any other representations, statements or warranties made at any time by any person in connection with Admission, the Company, the Placing, the Placing Shares, the Warrants or otherwise;
15. none of Cenkos, the Company nor any of their respective affiliates, agents, consultants, directors, employees, officers or any person acting on behalf of any of them has provided, nor will provide, it with any material regarding the Placing Shares and the Warrants or the Company or any other person in addition to the information in this Announcement; nor has it requested Cenkos, the Company, any of their respective affiliates, agents, consultants, employees, directors or officers or any person acting on behalf of any of them to provide it with any such information;
16. the content of this Announcement has been prepared by and is exclusively the responsibility of the Company. Neither Cenkos nor any persons acting on behalf of either of them are responsible for or has or shall have any liability for any information, representation, warranty or statement, written or oral relating to the Company and either contained in this Announcement or previously or concurrently published by or on behalf of the Company. Cenkos will not be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the Exchange Information or otherwise. None of Cenkos, the Company, nor any of their respective affiliates, agents, consultants, directors, employees or officers has made any representation or warranty to the Placee, express or implied, with respect to the Company, the Placing or the Placing Shares or the Warrant or the accuracy, completeness or adequacy of the information in this Announcement or the Exchange Information. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;
17. the only information on which it is entitled to rely and on which it has relied in committing to subscribe for the Placing Shares is contained or referred to in this Announcement. It has satisfied itself that such information is still current and is all that it deems necessary to make an investment decision in respect of the Placing Shares;
18. it has the funds available to pay for the Placing Shares and the Warrants which it has agreed to acquire and acknowledges, agrees and undertakes that it will make payment to Cenkos for the Placing Shares and Warrants allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement or the relevant contract note, failing which the relevant Placing Shares and Warrants may be placed with others on such terms as Cenkos may, in their absolute discretion determine without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and Warrants and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares and Warrants on its behalf;
19. it, or the person specified by it for registration as a holder of the Placing Shares and Warrants will be responsible for any liability to stamp duty or stamp duty reserve tax payable on the acquisition of any of the Placing Shares or Warrants or the agreement to subscribe for the Placing Shares and Warrants and shall indemnify the Company and Cenkos in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of Cenkos who will hold them as nominee on behalf of such Placee (or the person specified by it for registration as holder of the Placing Shares) until settlement with it in accordance with its standing settlement instructions. Warrants will be delivered directly to the CREST stock account of the Placee (or of the person specified by it for registration as holder of the Warrants) by the Receiving Agent;
20. the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares and Warrants will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that no instrument under which it subscribes for Placing Shares and Warrants (whether as principal, agent or nominee) would be subject to stamp duty or stamp duty reserve tax at the increased rates referred to in those sections and that it, or the person specified by it for registration as holder of the Placing Shares and Warrants, is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares and Warrants would give rise to such a liability;
21. it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares and Warrants in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that Cenkos has not approved this Announcement in its capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;
22. it has complied and it will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares and Warrants (including all relevant provisions of the FSMA in respect of anything done in, from or otherwise involving the United Kingdom);
23. none of Cenkos, the Company, any of their respective affiliates, agents, consultants, directors, employees or officers or any person acting on behalf of any of them are making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any acknowledgements, agreements, indemnities, representations, undertakings or warranties contained in the Placing Agreement nor the exercise or performance of Cenkos' rights and obligations thereunder, including any rights to waive or vary any conditions or exercise any termination right. Its participation in the Placing is on the basis that it is not and will not be a client of Cenkos and Cenkos has no duties or responsibilities to it for providing the protections afforded to its clients or customers under the rules of the FCA, and any payment by it will not be treated as client money governed by the rules of the FCA;
24. Cenkos and each of its respective affiliates, each acting as an investor for its or their own account(s), may, in accordance with applicable legal and regulatory provisions, bid or subscribe for and/or purchase Placing Shares and Warrants and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares and Warrants, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares and Warrants being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, Cenkos and/or any of its respective affiliates, acting as an investor for its or their own account(s). Neither Cenkos nor the Company intends to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;
25. it will not make any offer to the public of the Placing Shares and Warrants and it has not offered or sold and will not offer or sell any Placing Shares or Warrants to persons in the United Kingdom or elsewhere in the EEA prior to the expiry of a period of six months from Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom for the purposes of section 85(1) of FSMA or an offer to the public in any other member state of the EEA within the meaning of the UK Prospectus Regulation, or an offer to the public in any Relevant State within the meaning of the EU Prospectus Regulation;
26. it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006, the Anti-Terrorism Crime and Security Act 2001 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (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;
27. it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, market abuse under the UK MAR and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;
28. it has neither received nor relied on any confidential or price-sensitive information concerning the Company in accepting this invitation to participate in the Placing;
29. if it has received any 'inside information' (for the purposes of the UK MAR and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities, it confirms that it has received such information within the market soundings regime provided for in article 11 of the UK MAR and associated delegated regulations and it has not: (i) dealt (or attempted to deal) in the securities of the Company; (ii) encouraged, recommended or induced another person to deal in the securities of the Company; or (iii) unlawfully disclosed inside information to any person, prior to the information being made publicly available;
30. in order to ensure compliance with the Money Laundering Regulations 2017, Cenkos, for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Cenkos or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares and Warrants may be retained at Cenkos' absolute discretion or, where appropriate, delivery of the Placing Shares and Warrants to it in uncertificated form may be delayed at Cenkos' or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity Cenkos, for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Cenkos and/or the Company may, at their absolute discretion, terminate their commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
31. it acknowledges that its commitment to acquire Placing Shares and Warrants on the terms set out in this Announcement and in the contract note will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Cenkos's conduct of the Placing;
32. it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares and Warrants. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is 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 affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;
33. it irrevocably appoints any duly authorised officer of Cenkos as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares and Warrants for which it agrees to subscribe or purchase upon the terms of this Announcement;
34. the Company, Cenkos and others (including each of their respective affiliates, agents, directors, officers or employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to Cenkos on its own behalf and on behalf of the Company and are irrevocable, and agree that if any of the representations and agreements deemed to have been made by it by its subscription for, or purchase of, Placing Shares and Warrants, are no longer accurate, it shall promptly notify the Company and Cenkos;
35. time is of the essence as regards its obligations under this Appendix;
36. any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to Cenkos;
37. the terms and conditions in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire Placing Shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares and Warrants (together with any interest chargeable thereon) may be taken by the Company or Cenkos 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; and
38. its obligations are irrevocable and legally binding and shall not be capable of recission or termination by it in any circumstances, save only to the extent permitted by law.
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, Cenkos and each of its respective affiliates, agents, consultants, directors, employees and officers 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 any of the acknowledgements, agreements, representations, undertakings and warranties given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred by Cenkos, the Company or any of their respective affiliates, agents, consultants, directors, employees or officers arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive completion of the Placing.
The agreement to allot and issue Placing Shares and Warrants to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, directly by the Company. Such agreement assumes that the Placing Shares and Warrants are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares or Warrants into a clearance service. If there are any such arrangements, or the settlement relates to any other dealings in the Placing Shares and Warrants, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor Cenkos shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and they should notify Cenkos accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares and Warrants or the agreement by them to acquire any Placing Shares and Warrants and each Placee, or the Placee's nominee, in respect 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 and Warrants has given rise to such non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Cenkos in the event that either the Company and/or Cenkos have incurred any such liability to such taxes or duties.
The acknowledgements, representations, undertakings and warranties contained in this Appendix are given to Cenkos for itself and as agent on behalf of the Company and are irrevocable and will survive completion of the Placing.
If a Placee is acting in its capacity as agent, as a discretionary investment manager on behalf of its underlying clients (who may include individuals and/or retail clients as defined within MiFID II and/ or the FCA rules), then the discretionary investment manager shall be regarded as the Placee for the purpose of this Announcement and not the underlying client. For the avoidance of doubt, the representations and warranties are given by the Placee itself, and not the underlying client(s).
Each Placee and any person acting on behalf of the Placee acknowledges that Cenkos do not owe any fiduciary or other duties to any Placee in respect of any acknowledgements, agreements, indemnities, representations, undertakings or warranties in the Placing Agreement.
Any money held in an account with Cenkos 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 relevant rules and regulations of the FCA made under FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules.
References to time in this Announcement are to London time, unless otherwise stated. All times and dates in this Announcement may be subject to amendment.
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.
The price of Placing Shares and Warrants and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the Placing Shares and Warrants. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange. The Warrants will not be admitted to trading on any stock exchange.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
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