Proposed Fundraising to raise up to £45 million
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THE INFORMATION COMMUNICATED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Avacta Group plc
("Avacta", the "Group" or the "Company")
Proposed Fundraising to raise up to £45 million
Avacta Group plc (AIM: AVCT), the developer of Affimer® biotherapeutics and reagents , announces in response to substantial institutional interest, its intention to raise gross proceeds of up to £45 million by means of a placing to institutional and other investors (the "Placing"), a direct subscription with the Company (the "Subscription") and offers to retail and other investors via the PrimaryBid platform (the "PrimaryBid Offers") (the PrimaryBid Offers, the Placing and the Subscription together being the "Fundraising"), of up to 37,500,000 new ordinary shares of 10 pence each in the Company (the "New Ordinary Shares"), in each case at a price of 120 pence per share ("Issue Price").
The Issue Price is at a discount of approximately 4.4 per cent to the 30 day volume weighted average price of the Ordinary Shares on AIM on 3 June 2020 , being 125.3 pence per Ordinary Share.
The Placing will be conducted through an accelerated bookbuilding process (the "Bookbuild") which will be launched immediately following this announcement. The Placing is subject to the terms and conditions set out in the Appendix to this announcement (which forms part of this announcement, such announcement and its Appendix together being this "Announcement").
finnCap is acting as nominated adviser and finnCap, Zeus Capital and Beech Hill Securities are acting as joint brokers (the "Joint Brokers") with regards the Placing.
It is proposed that the Fundraising will comprise of an element of New Ordinary Shares that will be allotted pursuant to existing authorities and powers to allot shares on a non-pre-emptive basis and be admitted to trading on AIM on 10 June 2020. The allotment of the balance of shares (if any) to be issued in connection with the Fundraising will be subject to, amongst other things, Shareholder's approval, with a circular to Shareholders expected to be despatched shortly.
None of the Placing, the Subscription or PrimaryBid Offers is to be underwritten.
The final number of New Ordinary Shares to be issued pursuant to the Placing will be agreed by the Joint Brokers and the Company at the close of the bookbuild, and the results of the Placing will be announced as soon as practicable thereafter. The timing for the close of the bookbuild and the allocation of New Ordinary Shares shall be at the absolute discretion of the Joint Brokers, in consultation with the Company. The Company and the Joint Brokers reserve the right to issue and sell a greater or lesser number of shares through the Placing.
BACKGROUND TO AND REASONS FOR THE FUNDRAISING
Pursuant to the Fundraising, the Company proposes to raise up to £ 45 million (before expenses) to fund the rapid scale-up of the broader Affimer ® diagnostic products opportunities including COVID-19 antigen rapid testing and accelerated expansion of the in-house Affimer ® and pre|CISION™ cancer therapy pipeline.
Use of Proceeds
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Rapid Scale-up of Diagnostics Business, £ 10 million: |
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· Working capital for the COVID-19 testing opportunity |
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· Expansion of in-house diagnostics product development capabilities including facilities, capital equipment; scientific, commercial and senior leadership teams |
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· Acceleration of broader diagnostics product pipeline and commercial partnerships |
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Accelerated Expansion of Pipeline of Differentiated Cancer Therapies, £35 million: |
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· Rapidly growing the pre|CISION™ pre-clinical pipeline and delivering pre-clinical packages for several pro-drugs (pre|CISION™ velcade, paclitaxel and oxaliplatin). |
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· Expanding the Affimer ® immunotherapy pipeline (PDL1-TGFβ inhibitor and PDL1-cytokine bispecifics). · IND/CTA filings for one or more Affimer immunotherapies (TMAC drug conjugate (PDL1-IDASH) or first bispecific candidate) and one or more pre|CISION pro-drugs. |
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· Obtain first-in-human data for the Affimer® platform. |
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· UK phase I clinical trial for first pre|CISION™ chemotherapy AVA6000 pro-doxorubicin covered by current balance sheet. Proceeds will fund IND filing AVA6000. |
CURRENT TRADING AND PROSPECTS
Revenues for the 17 month period to 31 December 2019 have grown 100% to £5.5 million from £2.76 million (12 months ended 31 July 2018). Importantly, revenues from the Affimer® diagnostics business have grown, over the same period, by 135% as more customer evaluations of the Affimer® platform are underway. The Group's order intake and sales pipeline into 2020 are the strongest to date.
Diagnostics
Covid-19 antigen testing
As previously announced, Avacta has entered into an exclusive global distribution agreement with Medusa19 Limited ("Medusa19") for direct-to-consumer sales of its newly developed saliva-based rapid test for the COVID-19 antigen, subject to regulatory approvals. A short time prior to this the Company announced its partnership with Cytiva (formerly GE Healthcare Life Sciences) to develop an Affimer ® -based point-of-care rapid antigen test (in the form of a simple test strip), to indicate whether a person has the COVID-19 infection. The test is intended to give a result within minutes and is for use by both healthcare professionals and consumers.
In addition, the Company has announced a collaboration with Adeptrix (Beverly, MA, USA) to develop and manufacture an Affimer ® -based BAMS ™ (bead-assisted mass spectrometry) coronavirus antigen test that will provide clinicians with a significant expansion of the available testing capacity for COVID-19 infection in hospitals.
The consensus view is that hundreds of millions of antigen tests will be required per month to support the fight against the pandemic and initial easing of the lock-down during 2020, and to deal with the long term challenge of endemic COVID-19.
Key market opportunities:
COVID-19
· PCR testing will not be able to provide daily testing for millions of people.
· A rapid point-of-care antigen test using saliva is ideal for mass screening of populations for COVID 19 infection.
· The directors believe that there are only a few rapid antigen tests in development and none have CE/FDA approval yet.
· Avacta has already put in place one distribution partner for the direct-to-consumer market (Medusa19) and will put in place additional distribution partners for the healthcare professional/work-force testing markets, as well as OEM partnerships in order to maximise the commercial opportunity.
· Given the expected volume of sales for COVID-19 antigen testing products the potential revenue stream has the potential to be transformational for Avacta.
· Avacta intends to commercialise further the COVID-19 Affimer reagents that it has generated through additional diagnostic development partnerships
Other diagnostic opportunities
The Group has made good commercial progress which is reflected in strong revenue growth and a growing pipeline of Affimer ® technology evaluations with a range of partners. These evaluations are progressing well, and the primary objective remains converting these into license deals that will drive future royalty revenue. Additionally, the Group is making very good progress with its own pipeline of diagnostic tests which will also deliver licensing opportunities in the medium term
Therapeutic pipeline
AVA6000
Avacta will file an IND/CTA application as soon as possible for a phase I dose escalation study for its lead pre|CISION™ pro-drug chemotherapy AVA6000 pro-doxorubicin. A positive outcome to this phase I study would require an improved safety profile compared with standard Doxorubicin since the efficacy of this existing chemotherapy is well known. Positive data could lead to a significant licensing opportunity for AVA6000 with companies currently marketing existing Doxorubicin products or with companies that are currently carrying out clinical studies combining Doxorubicin with their checkpoint inhibitors. A successful outcome to the study would also open the potential to using the pre|CISION™ tumour targeting technology developed at Tufts University and exclusively licensed by Avacta to improve the safety profile of many other chemotherapies.
AVA004
The Group's lead Affimer® therapeutic molecule (AVA004-251Fc) has been shown to have equivalent tumour growth inhibition to three approved monoclonal antibody inhibitors of PD-L1 (Tecentriq, Imfinzi and Bavencio) in several in vivo animal efficacy models. The Group has completed cell line development, the first stage in the manufacturing process, with its partner Selexis. The next step of GMP manufacturing of AVA004-251 with a partner that has been identified was placed on hold in 2019 in order to focus the Group's limited resources on the AVA6000 clinical trial. The Group intends to use the Placing proceeds to further develop the PD-L1 clinical candidate as part of bispecific therapies in order to maximise the potential commercial value of the investment in clinical development.
OUTLOOK
The ongoing development of COVID-19 antigen tests, including a saliva-based lateral flow test strip, requires the expansion of the Group's research and development, and production facilities at its site in Wetherby to meet the anticipated demand for Affimer reagent production. The Group is also growing its senior team in the diagnostics division to include regulatory affairs and product management roles, and expand the commercial and technical teams to support the development and commercialisation of the COVID-19 test and its wider product pipeline.
The Group will grow the therapeutics development team in Cambridge and add further clinical development resources to support the transition of several Affimer and pre|CISION therapeutic programmes through preclinical development into the clinic.
The Board anticipates strong near-term newsflow relating to the COVID-19 test developments with Cytiva and Adeptrix, further commercial partnerships to exploit the COVID-19 Affimer reagents and from ongoing commercial and technical progress in the core therapeutic and diagnostic businesses.
PLACING AGREEMENT
Pursuant to the placing agreement dated 4 June 2020 ("Placing Agreement"), the Joint Brokers, as agents for the Group, have conditionally agreed to use reasonable endeavours to procure subscribers for the New Ordinary Shares at the Issue Price pursuant to the Placing ("Placing Shares ").
The Joint Brokers intend to conditionally place the Placing Shares with certain institutional and other investors at the Issue Price. As noted above, the Placing will comprise an element of New Ordinary Shares that will be allotted pursuant to existing authorities and powers to allot shares on a non-pre-emptive basis (the "First Placing Shares") and, subject to demand, t he allotment of the balance of the Placing Shares (the "Second Placing Shares") being subject to, amongst other things, Shareholder approval. The Placing of the First Placing Shares will be conditional upon (amongst other things) the Placing Agreement not having been terminated and admission of the First Placing Shares to trading on AIM ("First Admission") occurring on or before 8.00 a.m. on 10 June 2020 (or such later date and/or time as the Joint Brokers and the Company may agree, being no later than 8.00 a.m. on 10 July 2020 (the "Longstop Date"). The Placing of the Second Placing Shares will be conditional upon (amongst other things) the Placing Agreement not having been terminated and admission of the Second Placing Shares to trading on AIM ("Second Admission") occurring on or before 8.00 a.m. on 25 June 2020 (or such later date and/or time as the Joint Brokers and the Company may agree, being no later than the Longstop Date).
The Placing Agreement contains customary warranties from the Company in favour of the Joint Brokers in relation to, inter alia, 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 the Joint Brokers in relation to certain liabilities that they may incur in respect of the Placing.
The Joint Brokers (acting together and in good faith) have the right to terminate the Placing Agreement in certain circumstances prior to Second Admission, including (but not limited to): in the event that any of the warranties in the Placing Agreement were untrue or inaccurate in any material respect, or were misleading in any respect when given or in the event of a material adverse change affecting the business, financial trading position or prospects of the Company. The Joint Brokers shall also have a further right to terminate the Placing Agreement, following consultation with the Company to the extent practicable, if, at any time before Second Admission there has been a change in national or international financial, political, economic or stock market conditions (primary or secondary); an incident of terrorism, outbreak or escalation of hostilities, war, declaration of martial law or any other calamity or crisis; a suspension or material limitation in trading of securities generally on any stock exchange; any change in currency exchange rates or exchange controls or a disruption of settlement systems or a material disruption in commercial banking, in each case as would be likely in the opinion of the Joint Brokers (acting in good faith) to materially prejudice the success of the Placing.
The Placing Agreement also provides for the Company to pay all agreed costs, charges and expenses of, or incidental to, the Placing, First Admission and Second Admission including all legal and other professional fees and expenses up to the specified amounts stipulated in the Placing Agreement.
The Placing of the First Placing Shares is not conditional upon the Placing of the Second Placing Shares (or any other New Ordinary Shares). However, the Placing of the Second Placing Shares, the Subscription and the PrimaryBid Offers are conditional upon First Admission becoming effective as referred to above.
PRIMARYBID OFFERS
PrimaryBid intends to conduct offers for subscription on behalf of the Company on the terms set out in a separate announcement to be made by the Company immediately after this announcement.
The PrimaryBid Offers are conditional upon (amongst other things) the Placing Agreement not having been terminated and Second Admission occurring on or before 8.00 a.m. on 25 June 2020 (or such later date and /or time as the Joint Brokers and the Company may agree, being no later than 8.00 a.m. on 10 July 2020 in respect of the Placing).
The Joint Brokers are playing no role in connection with the PrimaryBid Offers.
GRANT OF OPTIONS
The Company also announces its intention to grant a total of 6,321,880 new options ("Options") over the Ordinary Shares to certain PDMRs pursuant to the Avacta Group plc Long Term Incentive Plan. The Options will be granted for nil consideration with exercise prices ranging from 10 pence to 17.25 pence per Ordinary Share and vest subject to a combination of share price targets and the achievement of commercial milestones. A further announcement will be made in due course with further information related to the grant.
For further information from Avacta Group plc, please contact:
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Avacta Group plc Alastair Smith, Chief Executive Officer Tony Gardiner, Chief Financial Officer
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Tel: +44 (0) 844 414 0452
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finnCap Ltd (Nomad and Joint Broker) Geoff Nash / Giles Rolls / Teddy Whiley - Corporate Finance Tim Redfern - ECM |
Tel: +44 (0) 207 220 0500 www.finncap.com
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Zeus Capital Limited (Joint Broker) John Goold / Rupert Woolfenden - Corporate Broking |
Tel: +44 (0)203 829 5000 |
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Beech Hill Securities, Inc. (Joint Broker) Thomas Lawrence / George Billington
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Tel: +1 646-574-3171 / +1 646-352-1368 |
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Zyme Communications (Trade and Regional Media) Katie Odgaard
Yellow Jersey (Financial Media and IR) Sarah Hollins Henry Wilkinson |
Tel: +44 (0)7787 502 947 katie.odgaard@zymecommunications.com
Tel: +44 (0)203 004 9512
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About Avacta Group plc - https://www.avacta.com
Avacta is developing novel cancer immunotherapies combining its two proprietary platforms - Affimer® biotherapeutics and pre|CISION™ tumour targeted chemotherapy. With this approach, the Company aims to address the lack of a durable response to current immunotherapies experienced by most patients. The Company's therapeutics development activities are based in Cambridge, UK.
The Company benefits from near-term revenues generated from Affimer reagents for diagnostics, bioprocessing and research, through a separate business unit based in Wetherby, UK.
The Affimer® platform is an alternative to antibodies derived from a small human protein. Despite their shortcomings, antibodies currently dominate markets worth in excess of $100bn. Affimer® technology has been designed to address many of these negative performance issues, principally: the time taken, and the reliance on an animal's immune response, to generate new antibodies; poor specificity in many cases; large size and cost.
Avacta's pre|CISION™ platform, activates chemotherapy only in the tumour, thereby limiting systemic exposure and damage to healthy tissues, and thus improving the overall safety and therapeutic potential of these powerful anti-cancer treatments.
By combining these two platforms the Company is building a wholly owned pipeline of novel cancer therapies with the aim of creating effective treatments for all cancer patients including those who do not respond to existing immunotherapies. Avacta expects to take its first drug, a pre|CISION™ targeted form of the standard-of-care Doxorubicin, into the clinic later in 2020 or early 2021.
Avacta has established drug development partnerships with pharma and biotech, including with Moderna Therapeutics Inc., a collaboration with LG Chem to develop treatments for autoimmune and inflammatory diseases worth up to $310m, a partnership with ADC Therapeutics to develop Affimer® drug conjugates and a joint venture in South Korea with Daewoong Pharmaceuticals to develop the next generation of stem cell therapies that incorporate Affimer® immuno-modulators. Avacta actively seeks to license its proprietary platforms in a range of therapeutic areas.
The Avacta diagnostics business unit works with partners world-wide to develop Affimers® for evaluation by those third parties with the objective of establishing royalty bearing license deals. The Company is also developing a small in-house pipeline of Affimer®-based diagnostic assays for licensing.
To register for news alerts by email go to www.avacta.com/investor-news-email-alerts
Definitions
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"Act" |
the Companies Act 2006 (as amended)
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"Admission" |
means, as the context requires, First Admission and/or Second Admission
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"Affiliate" |
a person controlling, controlled by or under common control with that person
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"AIM" |
the market of that name operated by London Stock Exchange
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"AIM Rules" |
the AIM Rules for Companies published by London Stock Exchange from time to time
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"Beech Hill"
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Beech Hill Securities, Inc., broker to the Company in respect of the US Placing
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"Beech Hill Person" |
Beech Hill and any Affiliate of Beech Hill, any division of Beech Hill, and the current and former directors, officers, employees and agents of such persons
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"Bookbuild" |
the offering of UK Placing Shares to UK Placees by way of an accelerated bookbuild by finnCap and Zeus as agents for the Company
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"Brokers" |
finnCap, Zeus and Beech Hill
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"Business Day" |
any day other than a Saturday or Sunday when clearing banks in England and Wales are open for business and that is neither a United States legal holiday nor a day on which banking institutions are authorised or required by law or regulation to close in New York, United States
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"Company" or "Avacta" |
Avacta Group plc, a company incorporated in England and Wales under the Companies Act 1985 with registered number 04748597
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"CREST" |
the Relevant System (as defined by the CREST Regulations) for the paperless settlement of share transfers and the holding of shares in uncertificated form in respect of which Euroclear is the Operator (as defined by the CREST Regulations)
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"CREST Regulations" |
the Uncertificated Securities Regulations 2001 (as amended) (SI 2001/3755)
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"Directors" or "Board" |
the directors of the Company, or any duly authorised committee thereof
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"Euroclear" |
Euroclear UK & Ireland Limited, the operator of CREST
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"Existing Ordinary Shares" |
the 208,797,815 Ordinary Shares in issue at the date of this announcement
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"finnCap" |
finnCap Ltd, nominated adviser to the Company and joint broker to the Company in respect of the UK Placing
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"finnCap Person"
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finnCap and any Affiliate of finnCap, any division of finnCap, and the current and former directors, officers, employees and agents of such persons
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"First Admission" |
the admission of the First Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules
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"First Placing Shares" |
up to 24,400,079 new Ordinary Shares to be allotted and issued at the Issue Price pursuant to the Placing Agreement
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"Group" |
the Company, its subsidiaries and its subsidiary undertakings
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"Issue Price" |
the price of 120 pence per New Ordinary Share
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"London Stock Exchange" |
London Stock Exchange plc
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"Ordinary Shares" |
the ordinary shares of 10 pence each in the capital of the Company
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"Placees" |
the UK Placees and the US Placees
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"Placing" |
the placing of the UK Placing Shares by finnCap and Zeus and the placing of the US Placing Shares by Beech Hill pursuant to the Placing Agreement
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"Placing Agreement" |
the conditional agreement dated 4 June 2020 between the Company, finnCap, Zeus and Beech Hill relating to the Placing
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"Placing Shares" |
the UK Placing Shares and the US Placing Shares
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"Regulation S" |
Regulation S under the Securities Act
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"Second Admission" |
the admission of the Second Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules
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"Second Placing Shares" |
up to 7,324,266 new Ordinary Shares to be allotted and issued at the Issue Price pursuant to the Placing Agreement
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"Securities Act" |
United States Securities Act of 1933 (as amended)
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"Shareholders"
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holders of Ordinary Shares |
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"Subscription" |
the subscription for new Ordinary Shares direct with the Company |
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"subsidiaries" and "subsidiary undertakings"
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have the meaning set out in section 1162 of the Act |
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"UK" or "United Kingdom" |
the United Kingdom of Great Britain and Northern Ireland
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"UK Placees" |
persons to be procured by finnCap and Zeus to subscribe for UK Placing Shares pursuant to the Placing Agreement
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"UK Placing" |
the proposed placing of the UK Placing Shares by finnCap and Zeus
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"UK Placing Shares" |
the new Ordinary Shares proposed to be issued by the Company pursuant to the UK Placing, the number of which will be announced by the Company on completion of the Bookbuild
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"U.S." |
the United States of America, each state thereof, its territories and possessions, and all areas subject to its jurisdiction
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"US Placees"
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persons to be procured by Beech Hill to subscribe for US Placing Shares pursuant to the Placing Agreement
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"US Placing" |
the proposed placing of the US Placing Shares by Beech Hill
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"US Placing Shares" |
the new Ordinary Shares proposed to be issued by the Company pursuant to the US Placing, the number of which will be announced by the Company on completion of the Bookbuild
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"Zeus" |
Zeus Capital Limited, joint broker to the Company in respect of the UK Placing
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"Zeus Person" |
Zeus and any Affiliate of Zeus, any division of Zeus, and the current and former directors, officers, employees and agents of such persons
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"£" and "p" |
pounds and pence sterling, respectively, the lawful currency of the United Kingdom |
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
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Announcement of the Fundraising |
4 June 2020 |
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Announcement of Result of Placing and Subscription |
4 June 2020 |
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Publication and posting of circular to Shareholders and the form of proxy |
On or about 8 June 2020 |
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First Admission |
8.00 a.m. on 10 June 2020 |
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First Placing Shares credited to CREST members' accounts |
10 June 2020 |
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General Meeting |
24 June 2020 |
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Second Admission |
8.00 a.m. on 25 June 2020 |
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Second Placing Shares credited to CREST members' accounts |
25 June 2020 |
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Despatch of definitive share certificates for Placing Shares in certificated form |
no later than 9 July 2020 |
IMPORTANT INFORMATION
The distribution of this Announcement and the offering of the UK Placing Shares in certain jurisdictions may be restricted or prohibited by law or regulation. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. No action has been taken by the Company or the Brokers 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, other than pursuant to applicable exemptions. Persons into whose possession this Announcement comes are required by the Company and the Brokers to inform themselves about, and to observe, such restrictions.
This Announcement contains (or may contain) certain "forward-looking statements" with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "target", "aim", "will", "may", "would", "could", "similar", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the Directors' current beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by any such forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and none of the Brokers nor, except as required by applicable law, the Company assumes any responsibility or obligation to update publicly or review any of the forward-looking statements (or any other information) contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.
finnCap, which is authorised and regulated in the United Kingdom by the FCA, is acting solely as nominated adviser, joint broker and joint bookrunner exclusively for the Company and no one else in connection with the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the contents of this Announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on finnCap by FSMA or the regulatory regime established thereunder, finnCap accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. finnCap accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement. The responsibilities of finnCap as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this Announcement, or otherwise.
Zeus, which is authorised and regulated in the United Kingdom by the FCA, is acting solely as joint broker and joint bookrunner exclusively for the Company and no one else in connection with the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the contents of this Announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Zeus by FSMA or the regulatory regime established thereunder, Zeus accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. Zeus accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement.
Beech Hill is acting solely as broker to the US Placing (and not in connection with the UK Placing) exclusively for the Company and no one else and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the contents of this Announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. To the extent permitted by law, Beech Hill accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. Beech Hill accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement.
APPENDIX
TERMS AND CONDITIONS OF THE UK PLACING
For Invited UK Placees only - Important Information
1. Introduction
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE TERMS AND CONDITIONS CONTAINED HEREIN (TOGETHER, THIS "ANNOUNCEMENT"), IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) COMES ARE REQUIRED BY THE COMPANY, FINNCAP AND ZEUS 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 THE UNITED KINGDOM AND MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (EU) 2017/1129 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (C) ARE PERSONS WHO ARE OTHERWISE LAWFULLY PERMITTED TO RECEIVE IT (ALL SUCH PERSONS REFERRED TO IN (A), (B) AND (C), TOGETHER BEING "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 APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED). RELIANCE ON THIS ANNOUNCEMENT FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR OR PURCHASE OF THE PLACING SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES.
This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any Placing Shares in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.
The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.
Any person who applies for UK Placing Shares will be deemed to have declared, warranted and agreed that they are not, and that at the time of the application they will not be, in the United States, or acting on a non-discretionary basis for a person located within the United States.
The Company, finnCap and Zeus reserve the right to treat as invalid any application for UK Placing Shares which does not contain a warranty to the effect that the person applying for UK Placing Shares does not have a registered address and is not otherwise located in the United States and is not applying for UK Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of the UK Placing Shares in the United States or where the Company believes application for such UK Placing Shares may infringe applicable legal or regulatory requirements.
By participating in the Bookbuild and the UK Placing, each UK Placee will be deemed to have read and understood this Announcement in its entirety to be participating, making an offer and acquiring UK Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.
Members of the public are not eligible to take part in the UK Placing.
In this Appendix:
(a) "you" or "UK Placee" means any person who becomes committed through the Bookbuild to subscribe for UK Placing Shares; and
(b) terms defined elsewhere in this Announcement have the same meanings, unless the context requires otherwise.
Various dates referred to in this Announcement are stated on the basis of the expected timetable for the Placing. It is possible that some of these dates may be changed. References to time in this Announcement are to London time, unless otherwise stated.
2. Details of the UK Placing
finnCap and Zeus, together with the Company and Beech Hill, have today entered into the Placing Agreement pursuant to which, subject to the conditions set out in such agreement, finnCap and Zeus have agreed to use their reasonable endeavours to procure subscribers for the UK Placing Shares at the Issue Price with certain institutional and other investors.
No element of the Placing is underwritten.
The Placing is conditional upon the Placing Agreement becoming unconditional in all respects.
The Placing Shares will, when issued, be subject to the articles of association of the Company, be credited as fully paid and rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive dividends and other distributions declared or made following the relevant Admission.
Applications will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM. First Admission and Second Admission are each conditional upon, amongst other things, the relevant conditions in the Placing Agreement being satisfied or, where capable of waiver, waived and the Placing Agreement not having been terminated in accordance with its terms. It is expected that: (i) the First Placing Shares will be admitted to trading on AIM 10 June 2020, or, in any case, by such later time and/or date as the Company and the Brokers may agree, being not later than 10 July 2020 ("Long Stop Date") and; (ii) the Second Placing Shares will be admitted to trading on AIM on 25 June 2020 or, in any case, by such later time and/or date as the Company and the Brokers may agree being not later than the Long Stop Date.
3. Bookbuild
Each of finnCap and Zeus are proceeding with a share placing bookbuild process for the purpose of assessing demand from institutional and other investors for subscribing for UK Placing Shares at the Issue Price and the Company then issuing those shares under the Placing to raise, together with the US Placing, up to £45 million for the Company before expenses. Each of finnCap and Zeus are acting as the Company's agent in respect of the Bookbuild and the UK Placing.
The Bookbuild is expected to close on or before close of business on 4 June 2020 (or such earlier or later time as the Company may elect). The Company will then release an announcement through the London Stock Exchange's Regulatory Information Service confirming the number of Placing Shares to be issued and the amount to be raised under the Placing (comprising the total amount raised under both the UK Placing and the US Placing). finnCap and Zeus will in agreement with the Company determine the basis for allocating UK Placing Shares to bids submitted to it in the Bookbuild and may at their discretion (i) accept bids, either in whole or in part, (ii) accept bids that are received after the Bookbuild has closed, and/or (iii) scale down all or any bids on such basis as it considers appropriate. finnCap and Zeus may carry out the UK Placing by any alternative method to the Bookbuild as they choose. Neither finnCap, Zeus nor any other finnCap Person or Zeus Person will have any liability to UK Placees (subject to applicable law) or to anyone else other than the Company in respect of the UK Placing or in respect of its conduct of the Bookbuild or of any alternative method that they may adopt for carrying out the UK Placing. Neither Beech Hill nor any other Beech Hill Person will have any liability to UK Placees (subject to applicable law) or to anyone else in respect of the UK Placing.
The Company, finnCap and Zeus may, by agreement with each other, increase the amount to be raised through the UK Placing. The Company also reserves the right to allow officers of the Company and/or Group employees to subscribe for some of the UK Placing Shares at the Issue Price, with finnCap's and Zeus' agreement, on substantially the same or similar terms as apply to those Relevant Persons subscribing for shares under the UK Placing.
4. Participation and settlement
Participation in the Bookbuild in respect of UK Placing Shares is only available to persons who are invited to participate in it by finnCap or Zeus.
If you are invited to participate in the Bookbuild in respect of UK Placing Shares and wish to do so, you should communicate your bid by telephone to your usual broking contact at finnCap or Zeus (as appropriate). Each bid should state the number of UK Placing Shares which you wish to subscribe for at the Issue Price. If your bid is successful, in whole or in part, your allocation will be confirmed orally following the close of the Bookbuild. finnCap or Zeus will obtain an oral or email confirmation of your allocation which will constitute a legally binding commitment on your part to subscribe for the number of UK Placing Shares allocated to you at the Issue Price on the terms and subject to the conditions set out or referred to in this Appendix and subject to the Company's constitution. As stated below, you will also receive a written confirmation.
A person who submits a bid for UK Placing Shares in the Bookbuild will not be able, without the agreement of finnCap or Zeus (as appropriate), to vary or revoke the bid before the close of the Bookbuild. Such a person will not be able, after the close of the Bookbuild, to vary or revoke a submitted bid in any circumstances.
If you are allocated UK Placing Shares in the Bookbuild, you will be sent a written confirmation stating (i) the number of UK Placing Shares allocated to you; (ii) the aggregate amount you will be required to pay for those UK Placing Shares at the Issue Price; (iii) relevant settlement information; and (iv) settlement instructions. Settlement instructions will accompany each written confirmation and, on receipt, should be confirmed back to either finnCap or Zeus (as the case may be) by the date and time stated in it. Settlement of transactions in the UK Placing Shares will take place within the CREST system, subject to certain exceptions, on a "delivery versus payment" (or "DVP") basis. finnCap and Zeus, respectively, reserve the right to require settlement for and/or delivery to any UK Placee of any UK Placing Shares to be made by such other means as it may deem appropriate if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement. If your UK Placing Shares are to be delivered to a custodian or settlement agent, you should ensure that the written confirmation is copied and delivered promptly to the appropriate person within that organisation.
Each UK Placee's obligations to subscribe and pay for UK Placing Shares under the UK Placing will be owed to each of the Company and finnCap or Zeus (as appropriate). No commissions will be paid to or by UK Placees in respect of their agreement to subscribe for any UK Placing Shares.
UK Placees' commitments in respect of UK Placing Shares will be made solely on the basis of the information contained in this Announcement and on the terms contained in it. No admission document for the purposes of the AIM Rules nor any prospectus is required to be published, or has been or will be published, in relation to the Placing or the Placing Shares.
5. Placing conditions
Under the terms of the Placing Agreement, finnCap and Zeus have agreed to use their respective reasonable endeavours as the Company's agent to procure subscribers for UK Placing Shares at the Issue Price and Beech Hill has agreed to use its reasonable endeavours as the Company's agent to procure subscribers for US Placing Shares at the Issue Price.
The Placing is conditional on, inter alia: (i) finnCap's, Zeus' and Beech Hill's obligations under the Placing Agreement not being terminated in accordance with their terms; (ii) in the case of the First Placing Shares, First Admission becoming effective not later than 8.00 a.m. on 10 June 2020 or such later date (being not later than the Long Stop Date) as the Company and the Brokers may agree; (iii) in the case of the Second Placing Shares, the passing of the resolution to be proposed at the General Meeting of the Company to be held on or about 24 June 2020; (iv) in the case of the Second Placing Shares, First Admission taking place not later than 8.00 a.m. on 10 June 2020 or such later date (being not later than the Long Stop Date) as the Company and the Brokers may agree and Second Admission taking place not later than 8.00 a.m. on 25 June 2020 or such later date (being not later than the Long Stop Date) as the Company and the Joint Brokers may agree; and (v) the Brokers' obligations under the Placing Agreement becoming unconditional in all other respects. finnCap and Zeus (acting together with Beech Hill) may extend the time and/or date for the fulfilment of any of the conditions in the Placing Agreement to a time no later than 8.00 a.m. on the Long Stop Date. If any such condition is not fulfilled (and, if capable of waiver under the Placing Agreement, is not waived by each of finnCap and Zeus (acting together with Beech Hill)) by the relevant time, the Placing will lapse and your rights and obligations in respect of the Placing will cease and terminate at such time (save in respect of accrued rights and obligations) and for the avoidance of doubt Admission of the First Placing Shares is not conditional on Admission of the Second Placing Shares taking place but Admission of the Second Placing Shares is conditional on the Admission of the First Placing Shares taking place in accordance with the terms of the Placing Agreement.
finnCap, Zeus or Beech Hill may terminate their obligations under the Placing Agreement prior to Second Admission in certain circumstances including, inter alia, following a material breach of the Placing Agreement by the Company. The exercise of any right of termination pursuant to the Placing Agreement, any waiver of any condition in the Placing Agreement and any decision by finnCap or Zeus whether or not to extend the time for satisfaction of any condition in the Placing Agreement are within finnCap's, Zeus' and Beech Hill's absolute discretion (as is the exercise of any right or power of finnCap, Zeus or Beech Hill under the terms of this Appendix). None of finnCap, Zeus or Beech Hill will have any liability to you or to anyone else in respect of any such termination, waiver or extension or any decision to exercise or not to exercise any such right of termination, waiver or extension.
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 and no claim can be made by any UK Placee in respect thereof.
6. UK Placees' warranties and undertakings
By communicating a bid to finnCap and/or Zeus under the Bookbuild you will irrevocably acknowledge and confirm and warrant, represent and undertake to, and agree with, each of the Company, finnCap and Zeus, in each case as a fundamental term of your application for UK Placing Shares, that:
(a) you agree to and accept all the terms and conditions set out in this Announcement;
(b) your rights and obligations in respect of the UK Placing will terminate only in the circumstances referred to in this Announcement and will not be subject to rescission or termination by you in any circumstances;
(c) this Announcement, which has been issued by the Company, is the sole responsibility of the Company;
(d) you have not been, and will not be, given any warranty or representation in relation to the UK Placing Shares or the Company or any other member of its Group in connection with the UK Placing, other than (if any) by the Company as included in this Announcement;
(e) you are not a client of any Broker in relation to the UK Placing and no Broker is acting for you in connection with the UK Placing and will not be responsible to you in respect of the UK Placing for providing protections afforded to its or their clients;
(f) you have not been, and will not be, given any warranty or representation by any finnCap Person, Zeus Person or Beech Hill Person in relation to any UK Placing Shares, the Company or any other member of its Group and no finnCap Person nor Zeus Person will have any liability to you for any information contained in this Announcement, the content of which is exclusively the responsibility of the Company, or which has otherwise been published by the Company or for any decision by you to participate in the UK Placing based on any such information or on any other information provided to you;
(g) you will pay the full subscription sum at the Issue Price as and when required in respect of all UK Placing Shares finally allocated to you and will do all things necessary on your part to ensure that payment for such shares and their delivery to you or at your direction is completed in accordance with the standing CREST instructions (or, where applicable, standing certificated settlement instructions) that you have in place with finnCap or Zeus or that you put in place with finnCap or Zeus;
(h) you are permitted to subscribe for UK Placing Shares in accordance with the laws of all relevant jurisdictions which apply to you and you have complied, and will fully comply, with all such laws (including, where applicable, the Criminal Justice Act 1993, the Terrorism Act 2000, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017) and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof and have obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such subscription, and you will provide promptly to the Company, the Company's registrars, finnCap or Zeus such evidence, if any, as to the identity or location or legal status of any person which finnCap or Zeus may request from you (for the purpose of its complying with any such laws or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the Company, the Company's registrars, finnCap or Zeus on the basis that any failure by you to do so may result in the number of UK Placing Shares that are to be allotted and/or issued to you or at your direction pursuant to the UK Placing being reduced to such number, or to nil, as finnCap or Zeus may decide;
(i) the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of UK Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of UK Placing Shares would give rise to such a liability;
(j) you have complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 ("FSMA") and the Financial Services Act 2012 with respect to anything done or to be done by you in relation to any UK Placing Shares in, from or otherwise involving the United Kingdom and you have not made or communicated or caused to be made or communicated, and you will not make or communicate or cause to be made or communicated, any "financial promotion" in relation to UK Placing Shares in contravention of section 21 of FSMA;
(k) this Announcement has not been approved by finnCap or Zeus in either case in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;
(l) you are a Relevant Person or a person to whom this Announcement may otherwise be lawfully communicated;
(m) you are acting as principal only in respect of the UK Placing or, if you are acting for any other person (i) you are duly authorised and has the full power to do so; (ii) you are and will remain liable to the Company and/or finnCap and Zeus for the performance of all your obligations as a UK Placee in respect of the UK Placing (regardless of the fact that you are acting for another person); (iii) you are a "qualified investor" as defined at Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council (the "Prospectus Regulation") acting as agent for such person; (iv) such person is either (1) a FSMA Qualified Investor or (2) a "client" (as defined in section 86(2) of FSMA) of yours that has engaged you to act as his agent on terms which enable you to make decisions concerning the UK Placing or any other offers of transferable securities on his behalf without reference to him; and (v) you are duly authorised and have the full power to make, and do make, the representations, warranties, confirmations, acknowledgements, agreements and undertakings set out in this Appendix on behalf of such person;
(n) nothing has been done or will be done by you in relation to the UK Placing or to any UK Placing Shares that has resulted or will result in any person being required to publish a prospectus in relation to the Company or to any Ordinary Shares in accordance with FSMA or the Prospectus Regulation or in accordance with any other laws applicable in any part of the European Union or the European Economic Area or the United Kingdom;
(o) you will not treat any UK Placing Shares in a manner that would contravene any legislation applicable in any territory or jurisdiction and no aspect of your participation in the UK Placing will contravene any legislation applicable in any territory or jurisdiction or cause the Company or any Broker to contravene any such legislation;
(p) (i) the Placing Shares have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state or jurisdiction of the United States and, subject to certain exceptions, may not be offered or sold, directly or indirectly, into or within the United States; (ii) you and the person(s), if any, for whose account or benefit you are subscribing for the UK Placing Shares are located outside the United States and are subscribing for UK Placing Shares only in an "offshore transaction" as defined in and in accordance with Regulation S under the Securities Act; (iii) you are not acquiring UK Placing Shares as a result of any "directed selling efforts" as defined in Regulation S; (iv) you are acquiring the UK Placing Shares for investment purposes and are not acquiring the UK Placing Shares with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any state thereof; and (v) you will not distribute this Announcement or any offering material relating to UK Placing Shares, directly or indirectly, in or into the United States or to any persons located in the United States;
(q) finnCap and Zeus may satisfy their obligations to procure UK Placees by themselves agreeing to become UK Placees in respect of some or all of the UK Placing Shares or by nominating any other finnCap Person or Zeus Person or any person associated with any finnCap Person or Zeus Person to do so or by allowing officers of the Company and/or Group employees to subscribe for UK Placing Shares under the Placing at the Issue Price;
(r) time is of essence as regards your obligations under this Appendix;
(s) this Appendix and any contract which may be entered into between you and finnCap and Zeus and/or the Company pursuant to this Appendix or the UK Placing, and all non-contractual obligations arising between you and finnCap and Zeus and/or the Company in respect of the UK Placing, will be governed by and construed in accordance with the laws of England, for which purpose you submit (for yourself and on behalf of any person on whose behalf you are acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute, or matter arising out of or relating to this Appendix or such contract, except that each of the Company and finnCap and Zeus will have the right to bring enforcement proceedings in respect of any judgement obtained against you in the English courts or in the courts of any other relevant jurisdiction;
(t) each right or remedy of the Company or any Broker provided for in this Appendix is in addition to any other right or remedy which is available to such person and the exercise of any such right or remedy in whole or in part will not preclude the subsequent exercise of any such right or remedy;
(u) any document that is to be sent to you in connection with the UK Placing will be sent at your risk and may be sent to you at any address provided by you to finnCap and/or Zeus;
(v) if you have received any inside information (as defined in the Market Abuse Regulation (EU) No. 596/2014) about the Company in advance of the Placing, you have not: (a) dealt in the securities of the Company or financial instruments related thereto or cancelled or amended an order concerning the Company's securities or any such financial instruments; (b) encouraged or required another person to deal in the securities of the Company or financial instruments related thereto or cancelled or amended an order concerning the Company's securities or any such financial instruments; or (c) disclosed such information to any person, prior to the information being made publicly available;
(w) you irrevocably appoint any duly authorised officer of finnCap and/or Zeus (as applicable) as your agent for the purpose of executing and delivering to the Company and/or its registrars any documents on your behalf necessary to enable you to be registered as the holder of any of the UK Placing Shares for which you agree to subscribe upon the terms of this Announcement; and
(x) by participating in the UK Placing, each UK Placee (and any person acting on such UK Placee's behalf) agrees to indemnify and hold the Company, finnCap, Zeus and Beech Hill and each finnCap Person, Zeus Person and Beech Hill Person harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, confirmations, acknowledgements, agreements and undertakings given by the UK Placee (and any person acting on such UK Placee's behalf) in this Appendix or incurred by finnCap, Zeus, Beech Hill, any finnCap Person, Zeus Person, Beech Hill Person or the Company arising from the performance of the UK Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive after the completion of the Placing.
7. Payment default
Your entitlement to receive any UK Placing Shares will be conditional on finnCap's and/or Zeus's (as applicable) receipt of payment in full for such shares by the relevant time to be stated in the written confirmation referred to above, or by such later time and date as finnCap may decide, and otherwise in accordance with that confirmation's terms. finnCap and/or Zeus (with the Company's consent) may waive this condition, and will not be liable to you for any decision to waive it or not.
If you fail to make such payment by the required time for any UK Placing Shares (1) the Company may release itself, and (if it decides to do so) will be released from, all obligations it may have to allot and/or issue any such UK Placing Shares to you or at your direction which are then unallotted and/or unissued, (2) the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any such UK Placing Shares to the full extent permitted under its constitution or by law and to the extent that you then have any interest in or rights in respect of any such shares, (3) the Company or, as applicable, finnCap and/or Zeus may sell (and each of them is irrevocably authorised by you to do so) all or any of such shares on your behalf and then retain from the proceeds, for the account and benefit of the Company (i) any amount up to the total amount due to it as, or in respect of, subscription monies, or as interest on such monies, for any UK Placing Shares and (ii) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale and (4) you will remain liable to the Company and to finnCap and/or Zeus for the full amount of any losses and of any costs which it may suffer or incur as a result of it (i) not receiving payment in full for such UK Placing Shares by the required time, and/or (ii) the sale of any such UK Placing Shares to any other person at whatever price and on whatever terms are actually obtained for such sale by or for it. Interest may be charged in respect of payments not received by finnCap or Zeus and/or for value by the required time referred to above at the rate of two percentage points above the base rate of National Westminster Bank plc.
8. Overseas jurisdictions
The distribution of this Announcement and the offering and/or issue of shares pursuant to the Placing in certain jurisdictions is restricted by law. In particular, this announcement does not constitute or form part of any offer or invitation, nor a solicitation of any offer or invitation, to subscribe for or acquire or sell or purchase or otherwise deal in Ordinary Shares in the United States, Canada, Japan, the Republic of South Africa or Australia or in any other jurisdiction in which any such offer, invitation or solicitation is or would be unlawful. Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any State of or other jurisdiction within the United States, and, subject to certain exceptions, may not be offered or sold, resold or delivered, directly or indirectly, in or into the United States, or to, or for the account or benefit of, persons located in the United States. No public offering of Placing Shares is being made in the United States.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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