Placing to raise ?12.0 million
The following is a repeat of RNS announcement 8494B, released at 1810 hrs on Friday 7 March 2014.
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For immediate release |
7 March 2014 |
Futura Medical plc
("Futura" or "the Company")
Placing to raise £12.0 million and Notice of General Meeting
Change of Adviser
Futura Medical plc (AIM: FUM), the innovative healthcare company focused on transdermal technology, announces today that it has raised £12.0 million (before expenses) through the conditional placing of 21,052,632 New Ordinary Shares at a placing price of 57 pence per Ordinary Share with existing and new institutional investors arranged by N+1 Singer.
The Placing is conditional, inter alia, on the passing of the Placing Resolutions by Shareholders at a general meeting and admission of the New Ordinary Shares. The Placing Price represents a discount of approximately 2.6 per cent. to the Closing Price of 58.5 pence on 5 March 2014 (being the last Business Day before pricing the Placing).
N+1 Singer has been appointed as the Company's ongoing nominated adviser and broker with immediate effect.
The Placing Resolutions are being proposed in order to obtain approval from Shareholders to empower the Directors to allot the Placing Shares pursuant to the Placing and to disapply statutory pre-emption rights in respect of such allotment.
The Board believes that raising equity finance using the flexibility provided by a non pre-emptive placing is the most appropriate and optimal structure for the Company at this time. This allows both existing institutional holders and new institutional investors to participate in the Placing and avoids the need for a prospectus which is a costly and time consuming process. The net proceeds of the Placing will be used by the Group to accelerate the development of the Group's business as explained further below.
The Placing is subject to the terms of the Placing Agreement and is therefore conditional, inter alia, on the passing of the Placing Resolutions at a general meeting of the Company's Shareholders to be held at the offices of Buchanan Communications Limited, 107 Cheapside, London EC2V 6DN at 3.30 p.m. on 25 March 2014 and on admission of the New Ordinary Shares.
The Circular containing details of the proposed Placing and the notice of the General Meeting is being sent to shareholders shortly and will be made available on the Company's website www.futuramedical.com.
Use of Proceeds
The net proceeds raised from the Placing will be used:
· To continue development of the Company's current business by developing its sexual healthcare and pain relief product portfolios;
· For general working capital purposes;
· To fund the clinical work and trials required to expand and develop the pain relief portfolio, expedite the process of bringing MED2002 to market with the potential for greater long term value for the Company; and
· To accelerate the launch of products in additional territories.
Current Trading
The Company's announcements of 17 October 2013 regarding the award of the CE mark certificate and 6 December 2013 and 19 December 2013 in relation to building commercial opportunities for CSD500 with two additional licensing agreements in China and Scandinavia respectively increased the number of countries covered to 29. Further announcements will be made as appropriate.
The Group intends to announce its results for the year ended 31 December 2013 on Friday 28 March 2014. It is expected that the Group will report revenue in line with market expectations and a loss before tax of approximately £2.5 million, principally reflecting higher than forecast legal expenditure incurred in securing addition license agreements in December 2013 as referred above.
The Company continues to make good progress in commercial operations with the commercial launch of PET500, as announced on 27 January 2014, and an update will be provided shortly in relation to the commercial launch of CSD 500.
The Company expects to commence revenue generation through royalties in connection with both CSD500 and PET500 in 2014. The Company currently has six products using five different compounds in its pipeline.
The Directors believe that the Placing will allow the Group to continue to fund additional product and commercial development activities whilst building material shareholder value over the longer term by securing sustainable income streams from existing and new applications of its advanced proprietary transdermal technology.
James Barder, Futura's Chief Executive, commented: "We are delighted by the level of support that has been achieved from both new and existing investors in this oversubscribed fundraising, which has the potential to be transformational for the continued commercialisation of our product portfolio."
The Letter from the Chairman of Futura contained in the Circular is reproduced in full below.
Terms in this announcement have the meaning given to them in the Circular and the Circular should be read in full with regard to the Placing.
For further information:
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Futura Medical plc |
+ 44 (0) 1483 685 670 |
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James Barder, Chief Executive |
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Mail to: James.Barder@futuramedical.com
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N+1 Singer |
+44 (0) 20 7496 3000 |
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Aubrey Powell / Joe Stroud - Nominated Adviser Brough Ransom - Sales
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Buchanan |
+ 44 (0) 20 7466 5000 |
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Mark Court / Fiona Henson / Sophie Cowles |
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Letter from the Chairman
Placing of 21,052,632 New Ordinary Shares at a Price of 57 pence per New Ordinary Share and
Notice of GeneralMeeting
Dear Shareholder
1. Introduction
The Company announced today that it intends to raise £12.0 million (before expenses) through the placing of 21,052,632 New Ordinary Shares at a placing price of 57 pence per Ordinary Share with existing and new institutional investors. The Placing is conditional, inter alia, on the passing of the Placing Resolutions by Shareholders at the General Meeting and First Admission and Second Admission. The Placing Price represents a 10.9 per cent. discount to the Closing Price of 64 pence per Ordinary Share on 6 March 2014 (being the last Business Day prior to the announcement of the Placing). N+1 Singer is acting as nominated adviser and broker for the Company in connection with the Placing.
The net proceeds of the Placing will be used by the Group to accelerate the development of the Group's business as described in paragraphs 2 and 4 below.
Currently the Directors have insufficient authorities in place to allot the Placing Shares to the Placees without the need first to offer the Placing Shares to existing Shareholders. Accordingly, the Placing is conditional upon the Company, among other things, obtaining approval from Shareholders to empower the Directors to allot the Placing Shares pursuant to the Placing and to disapply statutory pre-emption rights in respect of such allotment.
The Board believes that raising equity finance using the flexibility provided by a non pre-emptive placing is the most appropriate and optimal structure for the Company at this time. This allows both existing institutional holders and new institutional investors to participate in the Placing and avoids the need for a prospectus which is a costly and time consuming process.
The Placing, which has been arranged on behalf of the Company by N+1 Singer subject to the terms of the Placing Agreement, is therefore conditional, inter alia, on the passing of the Placing Resolutions at a general meeting of Shareholders to be held at 3.30 p.m. on 25 March 2014, notice of which appears on pages 12 to 15 of this Document.
I am writing to Shareholders to: (i) explain the background to and the reasons for the Placing, (ii) give notice of the General Meeting to approve the Resolutions required to give effect to the Placing to be held at the offices of Buchanan Communications Limited, 107 Cheapside, London EC2V 6DN at 3.30 p.m. on 25 March 2014, (iii) explain why the Directors recommend that Shareholders vote in favour of the Resolutions to approve the Placing, and (iv) explain the actions you should now take in respect of the General Meeting.
2. Background to and Reasons for the Placing
As stated in the Group's unaudited interim results for the six months to 30 June 2013, the ambition for the Group going forward is to transform it into a revenue generating business at the forefront of topical drug innovation. The Group currently focuses on the development and commercialisation of topically applied products addressing sexual health and pain relief applications.
Sexual Healthcare product portfolio
CSD500
In the second half of 2013, and as announced in December 2013, the Group made significant progress with the award of the CE mark and two further licensing deals for CSD500, the Company's novel condom, an erectogenic condom with a nitrate-based gel incorporated in the teat.
To date, the product has been licensed in North America, key European territories, Scandinavia, the Middle East and North Africa ("MENA") and China.
Church & Dwight Co Inc., whose brands include Trojan® condoms, which has rights to CSD500 in North America and key European markets, has been making significant progress in its launch plans, although precise details and timings are commercially sensitive and will not be disclosed. CSD500 is also licensed under Ansell Limited's Jissbon® brand in China, RFSU AB in Scandinavia and Saudi Pharmacy Group in MENA. In total, the rights to CSD500 have been licensed in 29 countries to date.
In addition to continuing discussions in connection with licensing the condom in further territories, including South America, Asia and Oceania, Futura also intends to launch CSD500 in at least one mainland European country under a brand-name belonging to Futura and using an established condom distributor in the applicable country.
It is expected that the initial launch of CSD500 will take place during the second half of 2014 in a number of territories within MENA and in at least one European country, and the number of 2014 launch territories will increase pending satisfactory and timely completion of other marketing discussions.
PET500
As announced in January 2014 the commercial launch is underway of PET500, the sexual performance enhancement spray for men under the Ansell Limited LifeStyles® range and with the brand name EPIC®. PET500 is a topical spray that combines our DermaSys®AquaFree delivery system with a well-known mild topical anaesthetic. It is designed to take effect rapidly and to delay male ejaculation, thereby offering enhanced sexual control. Ansell has exclusive worldwide rights to PET500.
MED2002
The third sexual healthcare product currently in development is MED2002, a topical gel for the treatment of men with erectile dysfunction which uses the Group's DermaSys® drug delivery system. The Group will be providing an update of its strategy for the commercial development of this product at the date of the release of the 2013 year end results.
Pain Relief product portfolio
The Group currently has three products in development in its pain relief portfolio each using a different compound and all using the DermaSys® delivery system. The two new programmes added in 2013 complemented the existing product TPR100, which uses the non-steroidal anti-inflammatory drug ("NSAID") diclofenac as its active ingredient. TIB200 is a topical gel combining the analgesic ibuprofen and SPR300 is a topical gel combining methyl salicylate and menthol.
The pain relief portfolio comprises:
TPR100 - a topical gel containing 1% diclofenac w/w with the DermaSys® delivery system. TPR100 has been shown to achieve in excess of eight times higher permeation through human skin and 35 times greater bioavailability than achieved by the UK's best-selling topically applied diclofenac-based pain relief product, Voltarol® Emulgel (1% diclofenac w/w).
TIB200 - a topical gel containing 5% ibuprofen w/w with the DermaSys® delivery system. TIB200 has been shown to achieve up to 20 times higher permeation through isolated human skin compared with the UK's topically applied ibuprofen-based topical pain relief product, Nurofen® (5% ibuprofen w/w).
SPR300 - a topical gel combining methyl salicylate and menthol with the DermaSys® delivery system. SPR300 has been shown to achieve up to four times higher permeation and sustained delivery through isolated human skin compared with the UK's topically applied methyl salicylate / menthol-based topical pain relief product, Deep Heat®.
In addition, SPR300 was directly compared with the best-selling over-the-counter topically applied gels sold in the USA, Icy Hot® and Bengay®, and showed similarly improved permeation rates. It should be noted that the US market differs from the European market in that no NSAIDs are licensed as over-the-counter topically applied pain relief products.
It is not envisaged that any further clinical work will be required to obtain regulatory approval for SPR300 in the USA or Canada. It is therefore intended to move ahead as soon as practicably possible to obtain the necessary regulatory clearances to prepare the product for launch in the USA and Canada.
Further development potential
The Group continues to evolve its science and has established a highly efficient and proprietary transdermal delivery technology, DermaSys® and its aqua free variant, for the absorption of active molecules through the skin.
The Group's challenge is now to progress the launch of its products in conjunction with its licensing partners in multiple territories whilst continuing to develop additional products.
While the Group has sufficient cash resources for its near term needs, and retains discretion over a substantial part of its development and other expenditure, the Board believes that the Group requires and would benefit from additional finance to enable it to accelerate its growth strategy.
If the Placing Resolutions are not passed by Shareholders at the General Meeting, the Company could raise a lower amount of funding than proposed under the Placing using existing authorities. In this situation, the Company would continue to invest its cash resources in line with its current plan to commercialise its technology. The Directors believe, however, that the acceleration of these programmes has the potential to enhance shareholder value and are recommending that Shareholders vote to approve the Placing.
3. Current Trading
The Company's announcements of 17 October 2013 regarding the award of the CE mark certificate and 6 December 2013 and 19 December 2013 in relation to building commercial opportunities for CSD500 with two additional licensing agreements in China and Scandinavia respectively increased the number of countries covered to 29. Further announcements will be made as appropriate.
The Group intends to announce its results for the year ended 31 December 2013 on Friday 28 March 2014. It is expected that the Group will report revenue in line with market expectations and a loss before tax of approximately £2.5 million, principally reflecting higher than forecast legal expenditure incurred in securing addition license agreements in December 2013 as referred above.
The Company continues to make good progress in commercial operations with the commercial launch of PET500, as announced on 27 January 2014.
The Company expects to commence revenue generation through royalties in connection with both CSD500 and PET500 in 2014. The Company currently has six products using five different compounds in its pipeline.
The Directors believe that the Placing will allow the Group to continue to fund additional product and commercial development activities whilst building material shareholder value over the longer term by securing sustainable income streams from existing and new applications of its advanced proprietary transdermal technology.
4. Use of Proceeds
The net proceeds raised from the Placing will be used for:
· The continued development of the Company's current business by developing its sexual healthcare and pain relief product portfolios;
· General working capital purposes;
· To fund the clinical work and trials required to expand and develop the pain relief portfolio, expedite the process of bringing MED2002 to market with the potential for greater long term value for the Company; and
· To accelerate the launch of products in additional territories.
5. Information on the Placing
The Company is proposing to raise approximately £12.0 million (before fees and expenses) by way of a placing of 21,052,632 New Ordinary Shares at the Placing Price. The Placing Shares will represent approximately 21.3 per cent. of the Enlarged Share Capital. The Placing Price represents a discount of 10.9 per cent. to the Closing Price of 64 pence per Ordinary Share as at 6 March 2014 (being the last Business Day prior to the announcement of the Placing).
The Placing is being conducted by way of a non pre-emptive share issue. The Directors believe that this is the most cost effective and certain method to raise funds, avoiding the significant costs and uncertainty of a full public offer. The Directors have also sought to diversify the institutional shareholder base which the Placing will enable. The Directors consider that the potential long term value creation benefit to Shareholders arising from the application of the net placing proceeds outweigh the dilutive effects of the Placing.
The Placing Shares will be issued credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after the admission of the Placing Shares and will otherwise rank on admission pari passu in all respects with the Existing Ordinary Shares. The Placing Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so.
The Placing is conditional, inter alia, upon:
i. the approval of the Placing Resolutions at the General Meeting;
ii. the conditions in the Placing Agreement relating to the Placing being satisfied or (if applicable) waived and the Placing Agreement not having being terminated in accordance with its terms prior to First Admission and Second Admission; and
iii. First Admission becoming effective by no later than 8.00 a.m. on 26 March 2014 (or such later time and / or date as the Company and N+1 Singer may agree) and Second Admission becoming effective by no later than 8.00 a.m. on 27 March 2014 (or such later time and / or date as the Company and N+1 Singer may agree).
The Placing is to be effected on behalf of the Company by N+1 Singer, under the terms of the Placing Agreement. Completion of the Placing is subject to certain conditions including the passing of the Resolutions 1 and 2. Under the terms of the Placing Agreement, the Company has agreed to pay N+1 Singer, in consideration for its corporate finance and broking services in respect of the Placing, a fixed corporate finance fee and a variable commission fee.
The Placing Agreement contains certain warranties given by the Company with respect to its business and the Group and certain matters connected with the Placing. The Placing may be terminated by N+1 Singer in the event of, inter alia, a material breach by the Company of the terms of the Placing Agreement (including the warranties) or a material adverse change in the condition of the Group.
Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that First Admission will be effective and trading will commence at 8.00 a.m. on 26 March 2014 and that Second Admission will be effective and trading will commence at 8.00 a.m. on 27 March 2014.
Immediately following Second Admission, the Company will have 98,982,208 Ordinary Shares in issue. Since the Company currently holds no shares in treasury, the total number of voting rights in the Company is therefore 98,982,208 and this figure may therefore be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.
6. Notice of General Meeting
Set out on page 12 of this document is a notice convening the General Meeting to be held at the offices of Buchanan Communications Limited, 107 Cheapside, London EC2V 6DN at 3.30 p.m. on 25 March 2014.
The resolutions to be proposed at the General Meeting are as follows:
i. An ordinary resolution to provide the Directors with authority under section 551 of the Act to allot the Placing Shares; and
ii. Subject to the passing of Resolution 1, a special resolution granting the Directors an authority pursuant to section 571 of the Act to allot the Placing Shares for cash on a non-pre-emptive basis without first having to offer them to existing Shareholders.
In addition, to the resolutions described above the Company is also proposing the following resolutions at the General Meeting:
iii. An ordinary resolution to provide the Directors with an authority under section 551 of the Act to allot Ordinary Shares up to a maximum nominal amount of £65,329 (being 33% of the Enlarged Share Capital) up to the conclusion of the annual general meeting of the Company to be held in June 2015 or 30 June 2015 (whichever is earlier); and
iv. Subject to the passing of Resolution 3, a special resolution granting the Directors an authority pursuant to section 571 of the Act to allot equity shares up to a maximum nominal amount of £19,797 (being 10% of the Enlarged Share Capital) up to the conclusion of the annual general meeting of the Company to be held in June 2015 or 30 June 2015 (whichever is earlier).
Resolutions 3 and 4 above will give the Company flexibility to take advantage of further growth opportunities that may arise.
7. Admission, Settlement and CREST
Applications will be made to the London Stock Exchange for the Admission of the Placing Shares to trading on AIM. It is expected that First Admission will become effective on or around 26 March 2014 and that dealings in the First Placing Shares will commence at that time. It is expected that Second Admission will become effective on or around 27 March 2014 and that dealings in the Second Placing Shares will commence at that time.
The Articles permit the Company to issue shares in uncertificated form. CREST is a computerised paperless share transfer and settlement system which allows shares and other securities to be held in electronic rather than paper form. The Ordinary Shares are already admitted to CREST and therefore the Placing Shares will also be eligible for settlement in CREST. CREST is a voluntary system and Shareholders who wish to retain certificates will be able to do so upon request. The First Placing Shares due to uncertificated holders are expected to be delivered in CREST on 26 March 2014. The Second Placing Shares due to uncertificated holders are expected to be delivered in CREST on 27 March 2014.
8. EIS / VCT Schemes
Clearance has been applied for from HMRC that the Company's business qualifies for EIS relief and is a qualifying business for VCT relief. Although qualifying investors should obtain tax relief on their investments under EIS relief or VCT relief, neither the Company nor the Directors can provide any warranty or guarantee in this regard. Investors must seek independent advice on which they are able to rely.
Neither the Company nor the Directors give any warranties or undertakings that EIS relief or VCT relief, if granted, will not be withdrawn. Investors must take their own advice and rely on it. If the Company carries on activities beyond those disclosed to HMRC, then Shareholders may cease to qualify for the tax benefits.
9. Action to be taken by Shareholders in respect of the General Meeting
Shareholders will find enclosed with this document a Form of Proxy for use at the General Meeting. Whether or not you intend to attend the General Meeting you are strongly encouraged to complete, sign and return the Form of Proxy in accordance with the instructions printed on it to the Company's registered office at Surrey Technology Centre, 40 Occam Road, Guildford, Surrey GU2 7YG as soon as possible, and in any event so as to arrive no later than 3.30 p.m. on 21 March 2014 (or, in the case of an adjournment of the General Meeting, not later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any part of a day that is not a Business Day)).
If you hold your Ordinary Shares in CREST you may appoint a proxy using the CREST proxy appointment service by following the instructions in note 8 to the Notice of General Meeting. The completion and return of a Form of Proxy, or the electronic appointment of a proxy will not preclude Shareholders from attending the General Meeting and voting in person should they so wish.
10. Recommendation
The Directors believe that the Resolutions to be proposed at the General Meeting are in the best interests of the Company and Shareholders as a whole and unanimously recommend that you vote in favour of the Resolutions as they intend to do in respect of their own beneficial holdings totalling 1,733,593 Ordinary Shares, representing approximately 2.2 per cent. of the issued share capital of the Company as at the date of this document.
Yours faithfully
John Clarke
Non-Executive Chairman
Definitions
The following definitions apply throughout this document, unless the context otherwiserequires:
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"Act" |
the Companies Act 2006; |
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"AIM" |
the AIM market of the London Stock Exchange plc; |
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"AIM Rules" |
the AIM Rules for Companies and/or the AIM Rules for Nominated Advisers as applicable, published by the London Stock Exchange; |
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"Articles" |
the articles of association of the Company; |
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"Business Day" |
any day on which banks are generally open in England and Wales for the transaction of business, other than a Saturday, Sunday or public holiday; |
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"Closing Price" |
the closing middle market quotation of an Ordinary Share as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange; |
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"Company" or "Futura" |
Futura Medical plc, a company incorporated in England and Wales with registered number 04206001 with its registered office at Surrey Technology Centre, 40 Occam Road, Surrey Research Park, Guildford, Surrey GU2 7YG; |
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"CREST" |
the computerised settlement system to facilitate transfer of the title to an interest in securities in uncertified form operated by Euroclear UK and Ireland Limited; |
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"Directors" or "the Board" |
the directors of the Company; |
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"EIS" |
Enterprise Investment Scheme; |
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"EIS and VCT Shares" |
3,493,236 new Ordinary Shares to be issued to certain Placees under the Placing; |
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"Enlarged Share Capital" |
the 98,982,208 Ordinary Shares in issue on Second Admission, comprising the Existing Ordinary Shares and the New Ordinary Shares; |
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"Existing Ordinary Shares" |
the 77,929,576 Ordinary Shares in issue as at the date of this document; |
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"First Admission" |
admission of the First Placing Shares to trading on AIM; |
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"First Placing Shares" |
the EIS and VCT Shares; |
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"Form of Proxy" |
the form of proxy for use in relation to the General Meeting which accompanies this document; |
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"General Meeting" |
the general meeting of the Company, the details of which are set out in the Notice of General Meeting, to be held at the offices of Buchanan Communications Limited, 107 Cheapside, London EC2V 6DN at 3.30 p.m. on 25 March 2014 (or at any adjournment thereof) to consider the Resolutions; |
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"Group" |
the Company and its subsidiary undertakings; |
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"HMRC" |
Her Majesty's Revenue and Customs; |
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"London Stock Exchange" |
London Stock Exchange plc; |
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"New Ordinary Shares" |
each of the new Ordinary Shares comprising the Placing Shares; |
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"N+1 Singer" |
Nplus1 Singer Advisory LLP, acting as nominated adviser and broker to the Company in respect of the Placing, and where the context allows, its affiliates; |
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"Notice of General Meeting" |
the notice convening the General Meeting which is set out at the end of this document; |
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"Ordinary Shares" |
the ordinary shares of 0.2 pence each in the capital of the Company; |
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"Placees" |
those persons procured by N+1 Singer acting as agent for the Company who have agreed to subscribe for all or any of the Placing Shares pursuant to the Placing; |
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"Placing" |
the conditional placing by N+1 Singer on behalf of the Company of the Placing Shares at the Placing Price, in accordance with the Placing Agreement; |
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"Placing Agreement" |
the agreement dated 7 March 2014 between the Company and N+1 Singer in relation to the Placing, further details of which are set out in paragraph 5 in the letter from the Chairman; |
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"Placing Price" |
57 pence per New Ordinary Share; |
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"Placing Resolutions" |
Resolutions 1 and 2; |
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"Placing Shares" |
together the First Placing Shares and Second Placing Shares; |
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"Posting" |
the posting of the Circular and form of proxy; |
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"Regulatory Information Service" |
the regulatory information service approved by the London Stock Exchange for the distribution of AIM announcements; |
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"Resolutions" |
the ordinary and special resolutions to be proposed at the General Meeting as set out in the Notice of General Meeting and "Resolution" shall mean any one of them; |
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"Second Admission" |
admission of the Second Placing Shares to trading on AIM; |
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"Second Placing Shares" |
the non-EIS / VCT Shares 17,559,396 new Ordinary Shares to be issued to certain Placees under the Placing; |
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"Shareholder" |
a holder of Ordinary Shares from time to time; |
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"Uncertificated" |
a share or security recorded in the Company's register of members as being held in uncertificated form, title to which may be transferred by means of CREST; and |
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"VCT" |
Venture Capital Trust. |
Notes to editors:
About Futura Medical plc
Futura Medical is a pharmaceutical group that develops innovative products for consumer healthcare. The Company is developing a portfolio of products and its strategy is to license their manufacture and distribution to major pharmaceutical and healthcare groups. Commercial agreements are in place in relation to three products including agreements with international partners.
Futura is based in Guildford, Surrey, and its shares trade on the AIM market of the London Stock Exchange (AIM: FUM).
Important Notice
This announcement has been issued by, and is the sole responsibility of, the Company. This announcement is for information only and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction in which such an offer or solicitation is unlawful, including without limitation, the United States, the United Kingdom, Australia, Canada, the Republic of South Africa or Japan.
No prospectus or admission document will be made available in connection with the matters contained in this announcement.
N+1 Singer, which are authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting for the Company and for no-one else in relation to the Placing, and will not be responsible to any other person for providing the protections afforded to their respective clients nor for providing advice in connection with the matters contained in this announcement. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by N+1 Singer, 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.
The distribution of this announcement and the placing of the Placing Shares as set out in this announcement may be restricted by law in certain jurisdictions. No action has been taken by the Company or N+1 Singer that would permit an offering of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and N+1 Singer to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is directed only at persons (i) having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on in the United Kingdom by persons who are not relevant persons.
In member states of the European Economic Area ("EEA"), this announcement is only addressed to and directed at persons who are 'qualified investors' within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State) (the "Prospectus Directive") ("Qualified Investors").
This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia).
This announcement does not constitute or form part of an offer of, or solicitation to purchase or subscribe for, securities in the United States. The Placing Shares may not be offered, sold or transferred, directly or indirectly, within the United States absent registration under the US Securities Act of 1933 (the "Securities Act") or an exemption therefrom. The Company has not registered and does not intend to register any of the Placing Shares under the Securities Act. No money, securities or other consideration is being solicited from any person inside the United States and, if sent in response to the information herein, will not be accepted. The Placing Shares will not be offered or sold to the public in the United States.
Any indication in this announcement of the price at which Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that the 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 Ordinary 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 Placing Shares.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement
Forward Looking Statements
This announcement contains "forward-looking statements", including, but not limited to, statements about the discovery, development and commercialisation of programme assets. These forward-looking statements are statements based on the Company's current intentions, beliefs and expectations, which include, among other things, the Company's results of operations, financial condition, prospects, growth, strategies and the industry in which the Company operates. No forward-looking statement is a guarantee of future performance and actual results could differ materially from those expressed or implied in the forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements or information. Forward-looking statements and information by their nature involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These include but are not limited to: adverse results in clinical or preclinical development studies; delays in obtaining regulatory approval; failure to obtain patent protection for inventions; commercial limitations imposed by patents owned or controlled by third parties; being unable to secure partnership agreements to develop and commercialise programme assets; being unable to secure the necessary funding to conduct any proposed research and development studies; and the ability to retain and recruit key personnel. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this announcement to reflect any changes in expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based, except as required by applicable law.
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