Proposed Placing of New Shares
Microsaic Systems plc
("Microsaic" or the "Company")
Proposed placing of up to 108,000,000 new Ordinary Shares at 5 pence per share and Notice of General Meeting
26 August 2016
Microsaic Systems plc (AIM: MSYS), the high technology company developing next generation mass spectrometry instruments, is pleased to announce its intention to conduct a placing of up to approximately 108,000,000 new ordinary shares of 0.25 pence each in the Company (the "Placing Shares"), at a price of 5 pence per share to raise up to £5.4 million (before expenses) (the "Placing"). The Placing Shares are being offered by way of an accelerated bookbuild ("Bookbuild"), which will be launched immediately following this announcement. Nplus1 Singer Advisory LLP ("N+1 Singer") will be acting as sole bookrunner in connection with the Bookbuild.
The net proceeds of the Placing (being approximately £5.0 million, assuming that all Placing Shares are subscribed for) will provide the Company with additional working capital and capital resources to execute its revenue growth plans, which are aimed at supporting the commercialisation of the business through investing in recruitment, streamlining of manufacturing processes and strengthening the Company's working capital position.
The Placing is conditional on, inter alia, the passing of the Placing Resolution to be proposed at the General Meeting to be held at the offices of N+1 Singer, 1 Bartholomew Lane, London, EC2N 2AX. The circular (the "Circular"), which provides further details of the Placing and includes a notice convening the General Meeting, is expected to be sent to shareholders and be available on the Company's website later today.
Expected Timetable
|
Announcement of the Placing and Bookbuild |
12:30 p.m. on 26 August 2016 |
|
Posting of the Circular and Form of Proxy |
26 August 2016 |
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Latest time and date for receipt of Forms of Proxy |
10:00 a.m. on 8 September 2016 |
|
Time and date of General Meeting |
10:00 a.m. on 12 September 2016 |
|
Admission and commencement of dealings in the |
8.00 a.m. on 13 September 2016 |
Terms used but not defined in this announcement shall have the meanings given to such terms in the Circular. This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.
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Enquiries: |
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Microsaic Systems plc Jim Ramage, CEO Bevan Metcalf, FD |
+44 (0) 1483 751577 |
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N+1 Singer (Nominated Adviser & Broker) Shaun Dobson Liz Yong
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+44 (0)20 7496 3000 |
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Citigate Dewe Rogerson (Financial PR) Mark Swallow, Marine Perrier
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+44 (0)20 7282 2948/1068 |
About Microsaic
Microsaic Systems plc is a high technology company developing chip-based, bench-top mass spectrometry ("MS") instruments that are designed to improve the efficiency of Pharma R&D. MS is an analytical technique of choice for biochemists across many industry sectors.
Microsaic aims to bring routine MS analysis to the pharmaceutical scientist, providing powerful methods of analysis to enable earlier decision making relating to product identification, purity and bioactivity.
The Company is working with established global companies in preparative and purification science with expertise in Pharma and life sciences to co-develop new, integrated and optimised, application-specific, solutions to improve productivity in the development of small molecule and novel biologic (peptides, antibodies) medicines.
The Microsaic 4000 MiD®, single quadrupole, is the world's smallest MS system, retaining the functionality of larger conventional MS systems, is easier to use by non-specialists, consumes less energy and has lower running costs. The Company is also developing new MS systems, based on its patented chip technologies, to address further areas of emerging need in Pharma R&D.
Microsaic Systems was established in 2001 by a team including founders from Imperial College London, and was admitted to AIM in 2011 (ticker: MSYS).
Details of the Placing
1. INTRODUCTION
The Company today announces its intention to raise up to approximately £5.4 million (before expenses) by way of a placing of up to 108,000,000 new Ordinary Shares with certain institutional and other investors at a price of 5 pence per Placing Share. The Placing is not being underwritten. Further details and terms of the Placing are described below.
The net proceeds of the Placing will provide the Company with additional capital to accelerate the commercialisation of the business and to provide balance sheet strength to support commercial negotiations, recruitment and retention of key staff, development of new products and enhancements to existing products.
The Company is seeking the authority of Shareholders to provide the Directors with authority to allot and issue the Placing Shares and to disapply pre-emption rights in relation to the issue of the Placing Shares. The Placing Resolution to be proposed at the General Meeting is set out in the Notice at the end of the Circular which is expected to be sent to shareholders and be available on the Company's website later today.
The Placing is conditional, inter alia, on: (i) the passing by Shareholders of the Placing Resolution at the General Meeting which will give the Directors the required authority to disapply statutory pre-emption rights in respect of the allotment of, and allot, the Placing Shares; and (ii) Admission having become effective by no later than 8.00 a.m. on 13 September 2016 (or such time and date as the Company and N+1 Singer may agree, being no later than 11.00 a.m. on 23 September 2016). Subject to all relevant conditions being satisfied (or, if applicable, waived), it is expected that the Placing Shares will be issued and admitted to trading on AIM on or around 13 September 2016.
In the event that Shareholders do not approve the Placing Resolution or the Placing does not proceed for any other reason, the Company will be required to seek financing from alternative sources, which the Board believes may be difficult to secure and, if secured, is likely to be detrimental to existing Shareholders. It is therefore of the utmost importance that Shareholders vote in favour of the Placing Resolution. If the Placing Resolution is not passed at the General Meeting or the Placing does not proceed for any reason, no further assurance can be given that the Company will be able to continue as a going concern.
2. COMPANY OVERVIEW
The Company's chip-based technology has allowed the Company to miniaturise the mass spectrometer into a bench top instrument designed for use by non-specialists. This miniaturisation greatly simplifies deployment, significantly cuts power consumption and other running costs, and improves ease and speed of use, making mass spectrometry ("MS") into a practical tool providing users with chemical analysis. The Company's product, the 4000 MiD®, was launched in 2013 and there are currently 115 units in the field.
The Company has a large portfolio of patented technology which includes 63 active patents, with a further 10 pending, and 11 trademarks.
Products: 4000 MiD®
The Company's core product is the 4000 MiD®, which was launched in March 2013. Due to its compact nature, the product is able to fit comfortably into standard laboratory fume hoods. Its components allow users to maintain the system themselves generally without the need to rely on external technicians' expertise. This reduces downtime, lowers servicing costs and increases flexibility in the laboratory. The ease of use nature of the 4000 MiD® is, in the Board's opinion, a key differentiator in comparison to competitors' products.
Product development
A beta unit of the 4500 MiD® is expected to be delivered to an existing customer for external testing in September 2016. The 4500 MiD® builds on the core 4000 MiD® platform and is expected to offer increased margin and an increased mass range, which the Directors believe will enable new application areas involving larger molecules such as peptides to be targeted. The 4500 MiD® is expected to come to market in H1 2017.
The Company plans to widen the product range in the medium term, with a new product offering increased sensitivity that will allow for an even broader range of applications, such as protein analysis, to be targeted.
Commercial strategy
The Company's strategy is to partner with established global brands in preparative and purification science with expertise in pharma and life sciences, and to utilise these partners' global marketing, sales and service channels. The Company operates an original equipment manufacturer ("OEM") model, through which it co-develops unique, integrated solutions, combining its bench top MS unit with partners' products for specific applications. The process of combining the Company's product with that of an OEM partner and taking it through to commercialisation can take between 6 and 24 months, depending on the partner's requirements.
There are four steps in the process of developing an OEM relationship from inception to product launch:
1. Evaluation: the potential partner, with the Company's support, evaluates the Company's existing MS technology for their application(s);
2. Concept development: an agreement is signed indicating the deliverables, specifications, resources and shared R&D costs;
3. Prototype development: co-development to create an integrated product, testing (with selected customers of the OEM) and product refinement; and
4. Manufacturing, launch and marketing: core components manufactured by the Company, non-core build outsourced. The Company provides training to the OEM's sales staff and service engineers. The OEM markets and sells the product through their global channels and the Company receives revenue from the sale of its units and consumables to the OEM.
The Company's existing OEM relationships include Biotage Sweden AB, a market leader in flash chromatography, and Gilson, Inc., a global manufacturer of sample management and purification solutions.
The Board's target is to sign up one new OEM partner each year. The Board considers that identifying application innovations with our partners which extend the addressable market for our products is key to the Company's long term success.
Following successful commercialisation, the Company continues to build the relationships with its OEMs by:
· providing a high level of technical and application support;
· strategic collaboration on new products and applications;
· maintaining access to senior management; and
· ensuring a continuing pipeline of product improvement.
The Board believes that these measures will support OEM sales and drive market penetration, instil a strong commitment to succeed, put barriers to entry in place and provide the Company with valuable access to market insight to enhance product development.
3. USE OF PROCEEDS
The net proceeds of the Placing (being approximately £5.0 million, assuming that all Placing Shares are subscribed for) will provide the Company with additional working capital and capital resources to execute its revenue growth plans, which are aimed at supporting the commercialisation of the business through investing in recruitment, streamlining of manufacturing processes and strengthening the Company's working capital position.
Should the Placing not proceed, the Company will be required to secure financing for the purposes set out above from alternative sources which the Board believes may be difficult to secure and detrimental to existing Shareholders.
The use of proceeds is detailed further below:
|
USE OF PROCEEDS |
£M
|
|
R&D people cost - technical expertise in chip-based MS |
2.2 |
|
Streamline manufacturing of core components |
0.1 |
|
Capex and intangibles (patents) |
0.2 |
|
Working capital - inventories and receivables |
1.7 |
|
Net cash used in operating activities* |
0.8 |
|
Placing expenses |
0.4 |
|
TOTAL |
5.4 |
* After deducting R&D people cost and working capital
4. CURRENT TRADING AND PROSPECTS
Towards the end of 2015 the Company switched its R&D focus from developing new analytical solutions to continuous improvement of the existing revenue generating products in ways that will enable the extension of the product specification to open up new application areas.
As reported in the Interim Accounts of the Company published on 26 August 2016, in the first half of 2016 the new management team has continued to refocus the business and strengthen its relationship with key customers while at the same time bringing costs under control.
The key achievements in H1 2016 are detailed below:
· revenues increased to £0.47 million (H1 2015: £0.23 million);
· supported two partners with the launch of the Company's MS product, the 4000 MiD®;
· product sales of 15 units - more than double that achieved in H1 2015 (six units) while maintaining the momentum achieved in H2 2015;
· resources have been refocused on strengthening existing OEM partner relationships and creating new ones;
· development of a new MS product: the 4500 MiD®, with increased features to address additional application areas, is under test and is on course to be launched in H1 2017;
· operating expenses in H1 2016 down £0.12 million or 6 per cent. versus H1 2015, and approximately £0.48 million below H2 2015, reflecting tight cost control and the change in strategy; and
· cash and cash equivalents of £1.95 million as at 30 June 2016 (31 December 2015: £3.6 million).
Anticipated milestones
In H2 2016, the Company plans to:
· continue to support existing OEMs and distributors;
· sign one new OEM partner;
· integrate the new manufacturer of non-core components;
· deliver beta 4500 MiD®; and
· streamline manufacture of core components (tooling).
In 2017, the Company plans to:
· streamline manufacture of core components (process flow);
· launch 4500 MiD®;
· sign one new OEM partner; and
· develop new and existing products.
The Board believes that the change in strategic emphasis implemented in late 2015 will allow the Company to move forward to profitability through strengthening existing partnerships and creating new in-depth relationships where both the Company and its partners can grow their businesses in a mutually profitable way.
5. INFORMATION ON THE PLACING
The Placing is conditional, inter alia, on: (i) the Placing Resolution being passed without amendment at the General Meeting; (ii) the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement; (iii) the admission of the Placing Shares to trading on AIM becoming effective by no later than 8.00 a.m. on 13 September 2016 (or such other time and/or date, being no later than 11.00 a.m. on 23 September 2016, as N+1 Singer and the Company may agree); (iv) the conditions in the Placing Agreement being satisfied or (if applicable) waived; and (v) the Placing Agreement not having been terminated in accordance with its terms prior to Admission.
The Placing Shares, if and when issued, will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares then in issue, including the right to receive all future distributions, declared, paid or made in respect of the Ordinary Shares from the date of Admission. The Placing Shares will represent approximately 59.5 per cent. of the Enlarged Issued Share Capital.
Application will be made for the Placing Shares to be admitted to trading on AIM following the approval of the Placing Resolution. The Placing is expected to become effective by no later than 8.00 a.m. on 13 September 2016. Settlement of the Placing Shares is expected to take place within the CREST system following Admission.
It is expected that CREST accounts of the placees who hold their Ordinary Shares in CREST will be credited with their Placing Shares on 13 September 2016. In the case of placees holding Ordinary Shares in certificated form, it is expected that certificates will be dispatched by 20 September 2016.
The Placing is not being underwritten.
6. PLACING AGREEMENT
The Company has entered into the Placing Agreement with N+1 Singer, pursuant to which N+1 Singer has agreed (as the Company's agent) to use reasonable endeavours to procure placees for the Placing Shares at the Placing Price. The Placing Price represents a discount of approximately 13.0 per cent. to the closing mid-market price of an Ordinary Share on 25 August 2016, being the latest practicable date prior to the publication of this announcement.
The Placing Agreement contains customary warranties given by the Company to N+1 Singer as to matters relating to the Company and its business and a customary indemnity given by the Company to N+1 Singer in respect of liabilities arising out of or in connection with the Placing. N+1 Singer is entitled to terminate the Placing Agreement in certain circumstances prior to Admission, including circumstances where any of the warranties are found not to be true or accurate or to be misleading in any respect or on the occurrence of certain force majeure events.
The Placing Shares are not being offered to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so.
7. DIRECTORS' SHAREHOLDINGS
It is proposed that each of the Directors will participate in the Placing. The Directors propose to subscribe for an aggregate of 2,700,000 Placing Shares, representing approximately 2.5 per cent. of the Placing Shares following this announcement.
Immediately following Admission (assuming the Placing is fully subscribed), the Directors will together hold an aggregate of 13,080,881 Ordinary Shares, representing 7.2 per cent. of the Enlarged Issued Share Capital, as set out in the table below:
|
Director |
Number of Ordinary Shares held as at the date of this announcement |
Number of Placing Shares proposed to be subscribed for |
Resulting number of Ordinary Shares held immediately following Admission* |
Resulting holding as a percentage of the Enlarged Issue Share Capital* |
|
C J Nicholl |
3,803,559 |
500,000 |
4,303,559 |
2.4% |
|
E M Yeatman |
3,396,632 |
500,000 |
3,896,632 |
2.1% |
|
J C Ramage |
298,579 |
500,000 |
798,579 |
0.4% |
|
G D Tracey |
- |
300,000 |
300,000 |
0.2% |
|
B J Metcalf |
- |
300,000 |
300,000 |
0.2% |
|
A S Holmes |
2,882,111 |
300,000 |
3,182,111 |
1.8% |
|
C J Buckley |
- |
300,000 |
300,000 |
0.2% |
* Assuming that the Placing is fully subscribed and no further Ordinary Shares are issued following the date of this announcement
The above excludes the following unexercised options over Ordinary Shares held at the date of this announcement by the following Directors: (i) J C Ramage, options over 500,000 Ordinary Shares; (ii) B J Metcalf, options over 120,000 Ordinary Shares; (iii) G D Tracey, options over 300,000 Ordinary Shares; and (iv) C J Buckley, options over 75,000 Ordinary Shares. C J Buckley's options were granted while he was a consultant at the Company.
8. PROPOSED SHARE OPTION SCHEME
Following Admission, the Board, having been advised by the Company's remuneration committee, intends to implement a share option scheme to further align management and investor interests and incentivise the Company's employees (the "Share Option Scheme"). Any issuance of options under the Share Option Scheme will be in accordance with the authority to create share options granted at the Company's annual general meeting ("AGM") on 22 June 2011. Under the proposed Share Option Scheme, options may be granted to any executive director or employee of the Company. Any options granted to executive directors following Admission will vest in three tranches and will be subject to vesting criteria linked to share price appreciation against the Placing Price (2 x Placing Price, 3 x Placing Price and 4 x Placing Price). Any options granted to employees will be subject to time based vesting criteria only.
9. GENERAL MEETING
A notice convening the General Meeting for 10.00 a.m. on 12 September 2016 at the offices of N+1 Singer, One Bartholomew Lane, London EC2N 2AX, is set out at the end of the Circular. The business to be considered at the General Meeting is set out in the Notice.
The Company is proposing that Shareholders pass the Placing Resolution in order to grant the Directors authority, under section 551 of the Act, to allot Ordinary Shares in connection with the Placing up to a maximum aggregate nominal amount of £270,000, being the maximum required for the purposes of issuing the Placing Shares, and to disapply the pre-emption rights conferred by the Act in connection with the allotment pursuant to the Placing of the Placing Shares.
The authorities to be granted to the Directors by the Placing Resolution will be in addition to the authority to allot shares given at the Company's AGM held on 20 June 2016 and will only be used in connection with the Placing.
Pursuant to resolutions passed at the Company's last AGM on 20 June 2016, the Directors currently have authority to allot up to 24,454,800 Ordinary Shares on a pre-emptive basis (it being noted that the special resolution regarding disapplication of pre-emption rights was withdrawn by the Directors prior to commencement of the AGM) representing approximately 13.5 per cent. of the Enlarged Issued Share Capital.
10. RECOMMENDATION
The Directors consider that the Placing is in the best interests of the Company and its Shareholders as a whole and unanimously recommend that Shareholders vote in favour of the Placing Resolution, as each Board member intends to do in respect of his own direct holdings of Ordinary Shares, which in aggregate represent 14.1 per cent. of the Ordinary Shares in issue at 25 August 2016, being the latest practicable date prior to the publication of this document.
IMPORTANT INFORMATION
The distribution of this announcement and the offering of the 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 N+1 Singer that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and N+1 Singer 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 "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the directors' 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 neither N+1 Singer 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 contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.
N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser, financial adviser and broker to the Company in relation to the Placing and Admission and is not acting for any other persons in relation to the Placing and Admission. N+1 Singer is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of N+1 Singer, or for providing advice in relation to the contents of this announcement or any matter referred to in it. The responsibilities of N+1 Singer as the Company's nominated adviser and broker under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of his decision to acquire shares in the capital of the Company in reliance on any part of this announcement, or otherwise.
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 its 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 therefor is expressly disclaimed.
APPENDIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (A "PROHIBITED JURISDICTION").
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS SELECTED BY N+1 SINGER WHO FALL WITHIN THE DESCRIPTION THAT, IF THEY WERE CLIENTS OF N+1 SINGER, COULD BE CATEGORISED AS A "PROFESSIONAL CLIENT" OR AN "ELIGIBLE COUNTERPARTY" WITHIN THE MEANING OF CHAPTER 3 OF THE FINANCIAL CONDUCT AUTHORITY'S CONDUCT OF BUSINESS SOURCEBOOK AND THEREFORE FALL WITHIN THE PROVISIONS OF POINT (1) OF SECTION (I) OF ANNEX (III) TO THE MARKETS IN FINANCIAL INSTRUMENTS DIRECTIVE AND FURTHERMORE, WHO ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED, ("QUALIFIED INVESTORS") BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE"); (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE "ORDER"); (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER AND ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA"); OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
The price of shares in the Company and the income from them (if any) may go down as well as up and investors may not get back the full amount invested on disposal of shares.
Persons who are invited to and who choose to participate in the Placing, by making (or on whose behalf there is made) an oral or written offer to subscribe for Placing Shares (the "Placees"), will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix. In particular, each such Placee represents, warrants and acknowledges that:
1. it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the European Economic Area which has implemented the Prospectus Directive other than Qualified Investors or in circumstances in which the prior consent of N+1 Singer has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons; and/or
3. (a) (i) it is not in the United States and (ii) it is not acting for the account or benefit of a person in the United States, (b) it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for a non-US person (other than an estate or trust) in reliance on Regulation S under the Securities Act; or (c) it is otherwise acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S under the Securities Act.
The Company and N+1 Singer will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.
This Announcement does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, New Zealand, Japan the Republic of Ireland or the Republic of South Africa or in any other jurisdiction in which such publication or distribution is unlawful. Persons into whose possession this Announcement may come are required by the Company to inform themselves about and to observe any restrictions of transfer of this Announcement. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.
In particular, the Placing Shares referred to in this Announcement have not been and will not be registered under the Securities Act or any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act.
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; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, New Zealand, Japan, the Republic of Ireland 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, New Zealand, Japan, the Republic of Ireland 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 or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.
In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) on whose behalf a commitment to subscribe for Placing Shares has been given.
Details of the Placing
N+1 Singer has entered into a Placing Agreement with the Company under which N+1 Singer has, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure, as agent for the Company, subscribers for the Placing Shares at the Placing Price.
The Placing Agreement contains customary warranties given by the Company to N+1 Singer as to matters relating to the Company and its business and a customary indemnity given by the Company to N+1 Singer in respect of liabilities arising out of or in connection with the Placing.
The Placing is conditional upon, amongst other things, the Placing Resolution being passed by the requisite majority.
A circular explaining the background to and reasons for the Placing, and containing the Notice of General Meeting is expected to be sent to shareholders today. A copy of the circular and the Notice of General Meeting will also be available from the Company's website at http://www.microsaic.com/.
The Placing is also conditional upon Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the then issued Ordinary Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares.
The Company, subject to certain exceptions, has agreed not to allot, issue or grant any rights in respect of its Ordinary Shares in the period of 120 days from the date of Admission without N+1 Singer's prior written consent, such consent not to be unreasonably withheld.
Application for admission to trading
Application will be made to the London Stock Exchange for Admission. Subject to, amongst other things, the Placing Resolution being passed by the requisite majority at the General Meeting and the conditions in the Placing Agreement being satisfied (or, where applicable, waived), it is expected that settlement of any such shares and Admission will become effective on or around 8:00 a.m. on 13 September 2016 and that dealings in the Placing Shares will commence at that time.
Participation in, and principal terms of, the Placing
1. N+1 Singer (whether through itself or any of its affiliates) is arranging the Placing as placing agent of the Company for the purpose of using reasonable endeavours to procure Placees at the Placing Price for the Placing Shares.
2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by N+1 Singer. N+1 Singer and its affiliates may participate in the Placing as principal.
3. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
4. The placing price will be a fixed price of 5 pence per Placing Share.
5. Each Placee's allocation will be confirmed to Placees orally by N+1 Singer, and a trade confirmation or contract note will be dispatched as soon as possible thereafter. The oral confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of N+1 Singer and the Company, under which it agrees to acquire the number of Placing Shares allocated to it at the Placing Price, on the terms and conditions set out in this Appendix, and in accordance with the Company's Articles of Association.
6. Except as required by law or regulation, no press release or other announcement will be made by N+1 Singer or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
7. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
8. All obligations under the Placing will be subject to fulfilment or (where applicable) waiver of, amongst other things, the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".
9. By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
10. To the fullest extent permissible by law, none of the Company, N+1 Singer or any of their respective affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Company, N+1 Singer or any of their respective affiliates shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of N+1 Singer' conduct of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and N+1 Singer shall have no liability to the Placees for the failure of the Company to fulfil those obligations.
Conditions of the Placing
N+1 Singer's obligations under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:
(a) the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement;
(b) Admission taking place not later than 8:00am on 13 September 2016 or such later date as the Company and N+1 Singer may otherwise agree not being later than 11:00am on 23 September 2016 (the "Final Date"); and
(c) the passing of the Placing Resolution, without material amendment, at the General Meeting.
If (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or, where applicable, waived by N+1 Singer by the respective time or date where specified (or such later time or date as the Company and N+1 Singer may agree not being later than 11:00am on 23 September 2016), or (ii) the Placing Agreement is terminated as described below, the Placing in relation to the Placing Shares will lapse and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.
N+1 Singer may, at its discretion and upon such terms as it thinks fit, waive, or extend the period (up to the Final Date) for, compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement, save that the condition relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
Neither N+1 Singer nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of N+1 Singer.
Right to terminate under the Placing Agreement
N+1 Singer is entitled, at any time before Admission, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia:
(a) the warranties contained in the Placing Agreement not being true and accurate or being misleading as at the date of the Placing Agreement or at any time before Admission as though they had been given and made at such time (by reference to the fact and circumstances existing at such time);
(b) there having been a Material Adverse Change (as defined in the Placing Agreement) prior to Admission;
(c) the failure of the Company to comply with its obligations under the Placing Agreement; or
(d) the occurrence of a force majeure event which, in the absolute discretion of N+1 Singer, would be likely to prejudice the success of the Placing and/or Admission.
Following Admission, the Placing Agreement is not capable of termination to the extent that it relates to the Placing of the Placing Shares.
The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and in the Placing Agreement and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by N+1 Singer of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of N+1 Singer, and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or decision not to exercise. Placees will have no rights against N+1 Singer, the Company or any of their respective directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require an admission document or prospectus in the United Kingdom or in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing, and Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix) and the Exchange Information (as defined further below). Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company or N+1 Singer or any other person and neither N+1 Singer nor the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by N+1 Singer, the Company, or their respective officers, directors, employees or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company, nor N+1 Singer are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares following Admission will take place within CREST provided that, subject to certain exceptions, N+1 Singer reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to N+1 Singer and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the CREST or certificated settlement instructions that it has in place with N+1 Singer.
The expected timetable for settlement will be as follows:
|
Trade Date: |
9 September 2016 |
|
Settlement Date: |
13 September 2016 |
|
CREST counterparty: |
ATMAY |
|
ISIN Code: |
GB00B547ZY09 |
|
SEDOL Code (GB): |
B547ZY0 |
|
Trade System of Origin: |
Blank |
|
Stamp Status: |
W |
|
Stamp Consideration: |
Nil |
|
Settlement Currency: |
GBP |
|
Deadline for input instruction into CREST: |
12:00pm on 9 September 2016 |
|
CREST ID for N+1 Singer: |
ATMAY |
Each Placee will be required to pay to N+1 Singer, on the Company's behalf, the Placing Price for each Placing Share allocated to it by N+1 Singer (as applicable) and agreed to be acquired by it under the Placing in accordance with the terms set out in this Appendix. Each Placee's obligation to acquire and pay for Placing Shares under the Placing will be owed to N+1 Singer and the Company. Each Placee has an immediate, separate, irrevocable and binding obligation, owed to N+1 Singer and the Company, to pay to N+1 Singer in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares allocated to such Placee and which it has agreed to subscribe for. Each Placee will be deemed to have read and understood this Appendix in its entirety, to be participating in the Placing upon the terms and conditions contained in this Appendix, and to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case, as contained in this Appendix. To the fullest extent permitted by law and applicable FCA rules (the "FCA Rules"), neither: (i) any member of the N+1 Group (as defined below); (ii) any director, officer, employee or consultant of the N+1 Group, nor (iii) to the extent not contained within (i) or (ii), any person connected with the N+1 Group as defined in the FCA Rules shall have any liability to Placees or to any person other than the Company for any matter arising out of the role of N+1 Singer as agent, broker to the Company or otherwise in connection with or in respect of the Placing and that where any such liability nevertheless arises as a matter of law, Placees will immediately waive any claim against the N+1 Group and any of its directors, officers, members or employees which they may have in respect thereof. For the purposes of this paragraph, "N+1 Group" means N+1 Singer and its ultimate parent undertakings and all direct and indirect subsidiary undertakings of such parent undertakings.
It is expected that settlement will take place on the Settlement Date shown above on a DVP basis in accordance with the instructions set out in the trade confirmation unless otherwise notified by N+1 Singer.
Each Placee is deemed to agree that, if it does not comply with these obligations, N+1 Singer may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for N+1 Singer's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify N+1 Singer on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on N+1 Singer all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which N+1 Singer lawfully takes in pursuance of such sale.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by N+1 Singer.
If Placing Shares are to be delivered to a custodian or settlement agent, the Placee should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to PTM levy, stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither N+1 Singer nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Company and N+1 Singer, namely that, each Placee (and any person acting on such Placee's behalf):
1. represents and warrants that it has read and understood the Announcement, including this Appendix, in its entirety and that its subscription of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;
2. acknowledges that no offering document, admission document or prospectus has been prepared in connection with the Placing, the Bookbuild or the Placing Shares and represents and warrants that it has not received and will not receive a prospectus, admission document or other offering document in connection therewith;
3. acknowledges that the Ordinary Shares are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules for Companies (collectively "Exchange Information"), which includes the Company's most recent balance sheet and profit and loss account and the Company's announcements and circulars published in the past 12 months and that it is able to obtain or access such information without undue difficulty;
4. acknowledges that none of N+1 Singer, the Company, any of their respective affiliates or any person acting on behalf of any of them has provided it, and will not provide it, with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested any of N+1 Singer, the Company, their respective affiliates or any person acting on behalf of any of them to provide it with any such information;
5. acknowledges that the content of this Announcement is exclusively the responsibility of the Company, and that none of N+1 Singer, its affiliates or any person acting on its or their behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously or concurrently published by or on behalf of the Company, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by N+1 Singer, the Company or any of their respective directors, officers or employees or any person acting on behalf of any of them, or, if received, it has not relied upon any such information, representations, warranties or statements (including any investor presentation that may have been received by any prospective Placee or any material prepared by the Research Department of N+1 Singer (the views of such Research Department not representing and being independent from those of the Company and the Corporate Finance Department of N+1 Singer and not being attributable to the same)), and neither N+1 Singer nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it may not place the same degree of reliance on this Announcement as it may otherwise place on a prospectus or admission document. Each Placee further acknowledges and agrees that it has relied solely on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing and it will not rely on any investigation that N+1 Singer, its affiliates or any other person acting on its or their behalf has or may have conducted;
6. represents and warrants that it has neither received nor relied on any confidential price sensitive information or inside information concerning the Company in accepting this invitation to participate in the Placing;
7. acknowledges that N+1 Singer does not have any duties or responsibilities to it, or its clients, similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook in the FCA's Handbook of Rules and Guidance and that N+1 Singer is not acting for it or its clients and that N+1 Singer will not be responsible for providing protections to it or its clients;
8. acknowledges that none of N+1 Singer, any of its affiliates or any person acting on behalf of it or them has or shall have any liability for the Exchange Information, any publicly available or filed information or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
9. that, save in the event of fraud on the part of N+1 Singer (and to the extent permitted by the Rules of the FCA), neither N+1 Singer, its ultimate holding company nor any direct or indirect subsidiary undertakings of that holding company, nor any of their respective directors and employees shall be liable to Placees for any matter arising out of N+1 Singer's role as placing agent or otherwise in connection with the Placing and that where any such liability nevertheless arises as a matter of law Placees will immediately waive any claim against any of such persons which you may have in respect thereof;
10. represents and warrants that (i) it is not in the United States and (ii) it is not acting for the account or benefit of a person in the United States;
11. acknowledges that the Placing Shares are being offered and sold only pursuant to Regulation S under the Securities Act in a transaction not involving a public offering of securities in the United States and the Placing Shares have not been and will not be registered under the Securities Act or with any state or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, and that the offer and sale of the Placing Shares to it has been made outside of the United States in an 'offshore transaction' (as such term is defined in Regulation S under the Securities Act) and agrees not to reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;
12. unless otherwise specifically agreed in writing with N+1 Singer, represents and warrants that neither it nor the beneficial owner of such Placing Shares will be a resident of Australia, Canada, New Zealand, Japan, the Republic of Ireland or the Republic of South Africa;
13. acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of Australia, Canada, New Zealand, Japan, the Republic of Ireland or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;
14. represents and warrants that the issue to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer Placing Shares into a clearance system;
15. represents and warrants that: (i) it has complied with its obligations under the Criminal Justice Act 1993, Part VIII of FSMA and MAR; (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering Regulations 2007; and (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to N+1 Singer such evidence, if any, as to the identity or location or legal status of any person which N+1 Singer may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by N+1 Singer on the basis that any failure by it to do so may result in the number of Placing Shares that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as N+1 Singer may decide at its sole discretion;
16. if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, represents and warrants that the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Member State of the European Economic Area which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the prior consent of N+1 Singer has been given to the offer or resale;
17. represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive (including any relevant implementing measure in any member state);
18. represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
19. represents and warrants that it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;
20. if in a Member State of the European Economic Area, unless otherwise specifically agreed with N+1 Singer in writing, represents and warrants that it is a Qualified Investor within the meaning of the Prospectus Directive;
21. if in the United Kingdom, represents and warrants that it is a person (i) falling within Article 19(1) of the Order; (ii) falling within Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order; or (iii) to whom this Announcement may otherwise be lawfully communicated;
22. represents and warrants that (i) it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it; (ii) it has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities which may be required thereunder and complied with all necessary formalities; (iii) it has all necessary power and capacity to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations; (iv) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; and (v) it has not taken any action which will or may result in the Company, N+1 Singer, any of its or their respective affiliates or any person acting on its or their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing;
23. where it is acquiring Placing Shares for one or more managed accounts, represents and warrants that it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the Announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by N+1 Singer;
24. undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as N+1 Singer may in its sole discretion determine and without liability to such Placee and it will remain liable and will indemnify N+1 Singer on demand for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear the liability for any stamp duty or stamp duty reserve tax or security transfer tax (together with any interest or penalties due pursuant to or referred to in these terms and conditions) which may arise upon the placing or sale of such Placee's Placing Shares on its behalf;
25. acknowledges that none of N+1 Singer, any of its affiliates, or any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be treated for these purposes as a client of N+1 Singer and that N+1 Singer has no duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of their rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
26. undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither N+1 Singer nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and N+1 Singer in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of N+1 Singer who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
27. acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreement shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter (including non-contractual matters) arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or N+1 Singer in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;
28. acknowledges that time shall be of the essence as regards to obligations pursuant to this Appendix;
29. agrees that the Company, N+1 Singer and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to N+1 Singer on its own behalf and on behalf of the Company and are irrevocable and are irrevocably authorised to produce this Announcement or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby;
30. agrees to indemnify on an after-tax basis and hold the Company, N+1 Singer and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
31. acknowledges that no action has been or will be taken by any of the Company, N+1 Singer or any person acting on behalf of the Company or N+1 Singer that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;
32. acknowledges that it is an institution that has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and in this sector and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;
33. acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the trade confirmation or contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;
34. acknowledges that N+1 Singer or any of its affiliates acting as an investor for its own account may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares and may offer or sell such shares other than in connection with the Placing;
35. represents and warrants that, if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with all applicable laws and regulation;
36. to the fullest extent permitted by law, it acknowledges and agrees to the disclaimers contained in the Announcement including this Appendix;
37. represents and warrants that its participation in the Placing would not give rise to an offer being required to be made by it or any person with whom it is acting in concert pursuant to Rule 9 of the City Code on Takeovers and Mergers;
38. acknowledges that it irrevocably appoints any director of N+1 Singer as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;
39. represents and warrants that it is not a resident of any Prohibited Jurisdiction and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be cleared in respect of the Placing Shares under the securities legislation of any Prohibited Jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within any Prohibited Jurisdiction; and
40. represents and warrants that any person who confirms to N+1 Singer on behalf of a Placee an agreement to subscribe for Placing Shares and/or who authorises N+1 Singer to notify the Placee's name to the Company's registrar, has authority to do so on behalf of the Placee.
The representations, warranties, acknowledgments and undertakings contained in this Appendix are given to N+1 Singer and the Company and are irrevocable and shall not be capable of termination in any circumstances.
The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor N+1 Singer will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and N+1 Singer in the event that any of the Company and/or N+1 Singer has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify N+1 Singer accordingly.
In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.
Each Placee, and any person acting on behalf of the Placee, acknowledges that N+1 Singer does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and agrees that N+1 Singer or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with N+1 Singer, any money held in an account with N+1 Singer on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from N+1 Singer' money in accordance with the client money rules and will be used by N+1 Singer in the course of its own business and the Placee will rank only as a general creditor of N+1 Singer.
All times and dates in this Announcement may be subject to amendment. N+1 Singer shall notify the Placees and any person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
DEFINITIONS
In this Appendix to the Announcement and, as the context shall admit, in the Announcement:
'Admission' means the admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules for Companies;
'AIM' means the market of that name operated by the London Stock Exchange;
'AIM Rules for Companies' means the provisions of the London Stock Exchange AIM Rules for Companies as amended from time to time governing, inter alia, admission to AIM and the continuing obligations of AIM companies;
'Announcement' means this announcement (including the appendix to this announcement);
'Company' means Microsaic Systems plc;
'Circular' means the circular to be issued by the Company to the holders of Ordinary Shares containing, inter alia, further details of the Placing and the Notice of General Meeting;
'CREST' means the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the CREST Regulations);
'CREST Regulations' means the Uncertificated Securities Regulations 2001 (SI 2001/3755) as amended from time to time;
'Directors' means the directors of the Company as at the date of this Announcement;
'Enlarged Share Capital' means the issued ordinary share capital of the Company as it will be immediately following completion of the Placing (assuming that all of the Placing Shares are subscribed for and assuming that no further Ordinary Shares are issued following the date of this document);
'FCA' means the Financial Conduct Authority of the United Kingdom acting in its capacity as the competent authority for the purposes of Part IV of FSMA;
'FSMA' means the Financial Services and Markets Act 2000 (as amended);
'General Meeting' means the general meeting of the Company to be convened at 10:00 am on 12 September 2016 (or any adjournment thereof);
'London Stock Exchange' means London Stock Exchange plc;
'Notice means the notice convening the General Meeting which is set out at the end of the Circular;
'N+1 Singer' means Nplus1 Singer Advisory LLP, registered in England and Wales with number OC364131, whose registered office is at 1 Bartholomew Lane, London, EC2N 2AX;
'Ordinary Shares' means the ordinary shares of 0.25 pence each in the capital of the Company;
'Placee' means any person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given;
'Placing' means the placing of Placing Shares at the Placing Price by N+1 Singer, on behalf of the Company, to certain institutional and other investors;
'Placing Agreement' means the placing agreement dated 26 August 2016 between the Company and N+1 Singer in respect of the Placing;
'Placing Price' means 5 pence per Placing Share;
'Placing Resolution' means the resolution to be proposed at the General Meeting as set out in the Notice of General Meeting;
"Placing Shares" means up to 108,000,000 new Ordinary Shares conditionally placed with certain investors pursuant to the Placing Agreement;
'Prospectus Directive' means the Directive of the European Parliament and of the Council of the European Union 2003/71/EC;
'Securities Act' means the US Securities Act of 1933, as amended;
'United Kingdom' or 'UK' means the United Kingdom of Great Britain and Northern Ireland; and
'United States' or 'US' means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.
This information is provided by RNS
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