Proposed Placing and Open Offer
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF OXFORD BIODYNAMICS PLC IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
UNLESS OTHERWISE INDICATED, CAPITALISED TERMS IN THIS ANNOUNCEMENT HAVE THE MEANINGS GIVEN TO THEM IN THE DEFINITIONS SECTION OF THE CIRCULAR POSTED TO SHAREHOLDERS ON 7 OCTOBER 2022.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT SUCH INFORMATION WILL NO LONGER CONSTITUTE INSIDE INFORMATION.
Oxford BioDynamics PLC
Placing and Subscriptions to raise £9.1 million, Open Offer to raise up to an additional £2.9 million,
posting of circular to shareholders
and
Notice of General Meeting
Oxford, UK - 7 October 2022 - Oxford BioDynamics Plc (AIM: OBD, "OBD", "the Company" and, together with its subsidiaries, "the Group"), a biotechnology company developing targeted clinical diagnostic tests for immune health based on the EpiSwitch®3D genomics platform, announces that it has conditionally raised approximately £9.1 million by way of a Placing of 45,083,000 newly-issued Ordinary Shares of 1p each (the "Placing Shares"), from institutional and other investors including direct subscriptions ("Subscriptions") at a price of 20 pence per Placing Share ("Issue Price"). Subscribers have subscribed for, in aggregate, 195,000 Subscription Shares at the Issue Price pursuant to the Subscription.
In addition, the Company has proposed an Open Offer to Qualifying Shareholders to subscribe for a maximum of 14,721,991 newly-issued Ordinary Shares of 1p each (the "Open Offer Shares") at the Issue Price of 20 pence per Open Offer Share.
Together, the Placing, the Subscriptions and the Open Offer are the "Fundraising".
The Fundraising is conditional upon, amongst other things, the approval by the Shareholders of the Resolutions to be proposed at the General Meeting. The Fundraising has not been underwritten. The Resolutions must be passed by Shareholders at the General Meeting in order for the Fundraising to proceed.
Key features of the Fundraising
· The Fundraising will provide working capital to accelerate the commercialization of the EpiSwitch® product line, initially focusing primarily on EpiSwitch® CiRT.
· The Issue Price and Open Offer Price of 20 pence per New Ordinary Share represents a premium of 33% to the closing mid-market price on 6 October 2022 of 15 pence per Existing Ordinary Share.
· The Open Offer provides Qualifying Shareholders with the opportunity to apply to acquire Open Offer Shares at the Issue Price pro rata to their holdings of Existing Ordinary Shares as at the Record Date on the following basis:
1 Open Offer Share for every 6.81644 Existing Ordinary Shares.
· A General Meeting of the Company's Shareholders will take place at 10.00 a.m. on Thursday 27 October 2022.
· A copy of the Circular will be available on the Company's website later today.
Dr Jon Burrows, CEO of Oxford BioDynamics plc, said:
"It is with pleasure that we announce the conditional Fundraising today. Subject of course to shareholder approval, the incoming funding will allow us to continue with the near-term commercialization of our EpiSwitch® platform and in particular to better support our teams' activity to increase the adoption of EpiSwitch® CiRT. I am happy to report that the Fundraise is at a significant premium to the Company's recent share price: by investing at this level, Placees have demonstrated their continued belief in the value of the Company and its products."
Background to and reasons for the Fundraising and Use of Proceeds
Since the appointment of Dr Jon Burrows as CEO in March 2020, the Company has pivoted from a primary focus on research and development services to pursuing an expanded strategy centred on the development and commercialisation of proprietary laboratory developed tests, alongside ongoing work with pharma supporting biomarker discovery and clinical development.
The Company launched its flagship product, the EpiSwitch® CiRT (Checkpoint Inhibitor Response Test) for cancer, in February 2022. EpiSwitch® CiRT is a first-of-its-kind precision medicine test that predicts a cancer patient's likely response to Immune Checkpoint Inhibitors (ICIs), including anti-PD-L1 and anti-PD-1 therapies.
The EpiSwitch® CiRT blood test has demonstrated best-in-class performance in the prediction of cancer patient response to ICIs, with high sensitivity (93%), specificity (82%), and accuracy (85%) across several ICIs from multiple pharmaceutical companies, in 15 key oncological indications.
EpiSwitch® CiRT is currently available for clinical utilisation in the US and to private physicians in the UK. Initial uptake by early adopter oncologists in the US has been encouraging. On 1 July 2022, a unique Proprietary Laboratory Code (PLA Code) for the test was published by the American Medical Association's CPT (Current Procedural Terminology) Editorial Board. The new code has been available for use in the billing of the test in the US from 1 October 2022.
The Company intends to use the net proceeds of the Fundraising as working capital to continue the commercialization of the EpiSwitch® product line, primarily by focusing on investment in sales and marketing activities to grow adoption of EpiSwitch® CiRT . Alongside this focus on EpiSwitch® CiRT, the Company intends to remain engaged in work for pharma partners, proprietary product development and grant-funded research.
The Directors believe that the Group's expanded strategy, exemplified by the launch and growth of EpiSwitch® CiRT, will lead to the creation of material Shareholder value over the longer term. The funds raised in the Fundraising are expected to provide sufficient resources for the short-term pursuit of this strategy.
At the time of the interim results, published on 28 June 2022, the Board flagged the requirement for additional funding during the remainder of the calendar year. If the Resolutions to approve the Placing and Open Offer were not to be passed, then the Company would be required to seek alternative funding arrangements.
Introduction to Oxford BioDynamics PLC
The Company is a global biotechnology company advancing personalized healthcare by developing and commercializing precision medicine tests for life-changing diseases. The Company is headquartered in Oxford, UK. It also has a commercial team and office based in Gaithersburg, MD in the US and a reference laboratory in Penang, Malaysia. The Company's Ordinary Shares are admitted to trading on AIM.
Its flagship product is EpiSwitch® CiRT (Checkpoint Inhibitor Response Test) for cancer, a predictive immune response profile for immuno-oncology (IO) checkpoint inhibitor treatments, launched in February 2022.
In March 2021, the Company launched its first commercial prognostic test, EpiSwitch® CST (Covid Severity Test) and the first commercially available microarray kit for high-resolution 3D genome profiling and biomarker discovery, EpiSwitch® Explorer Array Kit.
The Company has developed a proprietary 3D genomic biomarker platform, EpiSwitch®, which can build molecular diagnostic classifiers for prediction of response to therapy, patient prognosis, disease diagnosis and subtyping, and residual disease monitoring in a wide range of indications. The Company's EpiSwitch® platform has proven highly accurate and demonstrated robust stratification of clinical outcome and prognosis.
The Company has participated in more than 40 partnerships with big pharma and leading institutions including Pfizer, EMD Serono, Genentech, Roche, Biogen, Mayo Clinic, Massachusetts General Hospital and Mitsubishi Tanabe Pharma. The Group's pharma partnerships have demonstrated its ability to reduce its technology to practice for clinical applications.
The Company has created a valuable technology portfolio, including biomarker arrays, molecular diagnostic tests, bioinformatic tools for 3D genomics and an expertly curated 3D genome knowledgebase comprising hundreds of millions of data points from over 10,000 samples in more than 30 human diseases.
The 3D configuration of the genome plays a crucial role in gene regulation. By mapping this architecture and identifying abnormal configurations, EpiSwitch® can be used to diagnose patients or determine how individuals might respond to a disease or treatment.
Built on over 10 years of research, EpiSwitch® is the Company's award-winning, proprietary platform that enables screening, evaluation, validation and monitoring of 3D genomic biomarkers. The technology is fully developed, protected by a broad intellectual property portfolio comprising 18 patent families as well as extensive proprietary know-how, and is reduced to practice.
In addition to stratifying patients with respect to anticipated clinical outcome, EpiSwitch® data offer insights into systems biology and the physiological manifestation of disease that are beyond the scope of other molecular modalities. The technology has performed well in academic medical research settings and has been validated through its integration in biomarker discovery and clinical development with big pharma.
Current Trading and Prospects
During the financial year ended 30 September 2022, the Group has focused on:
· Completion of the development, and subsequent launch of its flagship proprietary test, the EpiSwitch® CiRT (Checkpoint Inhibitor Response Test) for cancer;
· Clinical operations, sales and market access and marketing work to support and grow adoption and utilization of EpiSwitch® CiRT following its launch;
· Work with pharma customers in biomarker discovery and clinical development; and
· Research, both on internal proprietary projects and with academic and other partners.
EpiSwitch® CiRT
EpiSwitch® CiRT is a blood-based predictive test of a patient's likely response to checkpoint inhibitor (ICI) therapies, offering valuable insight for oncologists, their patients and healthcare systems alike.
In 2019, in the US, approximately $14bn was spent on checkpoint inhibitor therapies, with 300,000 patients receiving treatment with these drugs. However, on average fewer than one third of such patients are likely to benefit from treatment with ICIs. A significant proportion will experience an adverse reaction to the therapy, but some of these will see a clinical benefit if they continue after being treated for the reaction. As such, knowing the likelihood of response can assist doctors in deciding on the appropriate course of treatment, including for patients who show significant adverse reactions but who should be treated and encouraged to continue with ICI therapies.
The Group launched its flagship product, the EpiSwitch®CiRT in February 2022, initially in the US, adding availability to private physicians in the UK in June 2022.
Since the launch, the foundational sales and marketing team has been gaining traction with early adopter oncologists in the US, learning how the test is being used in daily clinical practice and how to position the predictive test into routine use. To date, in excess of 80 tests have been utilized by multiple US-based oncologists. The Company is now poised to expand the sales group to capitalize on these early learnings and drive market penetration and traction of CiRT in multiple US geographies. The tests are processed by the Group's partner, NEXT Molecular Analytics (VA, USA), in their high-complexity CLIA-certified laboratory. Current average turn-around-time from receipt of a blood sample to the delivery of a test result to the ordering physician is under 5 days.
From 1 October 2022, reimbursement claims for CiRT will be submitted to payors using the unique PLA Code for the test that was published by the American Medical Association's CPT (Current Procedural Terminology) Editorial Board on 1 July 2022.
EpiSwitch® CST
EpiSwitch® CST is a prognostic blood test that can predict a severe immune response to future COVID-19 infection, thereby helping to identify individuals who are most likely to require critical care.
EpiSwitch® CST became fully available in the US in November 2021. The ongoing impact of the worldwide COVID pandemic has thankfully been significantly reduced for most people in the Group's primary markets after the roll-out of vaccine and booster programmes. As a result, orders of the CST have been low. Nevertheless, as previously stated, the Company's product development and operations teams work through 2021 to develop and validate EpiSwitch® CST was a process that provided invaluable on-the-ground experience and learning that contributed directly to the subsequent launch of EpiSwitch® CiRT in February 2022.
EpiSwitch® Explorer Array Kit
Following successful evaluation of EpiSwitch® Explorer Array Kits by academic researchers during the year to 30 September 2022, the Company is aware of a number of grant applications incorporating use of the kits that have recently been submitted to funding bodies.
Pharma and grant income
The Group's work with pharmaceutical companies has continued successfully through the year. The Board remains confident that further commercial projects with existing customers and collaborators are likely, with a master services agreement signed with a major pharma company in June 2022 and several promising interactions with pharma companies following the Company's attendance at the American Society of Clinical Oncology (ASCO) and European Society for Medical Oncology (ESMO) Annual meetings in Chicago (June) and Paris (September) respectively.
In particular, the Group's EpiSwitch® platform was featured in a high-profile podium presentation at ESMO. In the presentation, co-authored with Pfizer, renowned oncology expert Prof Thomas Powles (Director, Barts Cancer Centre) highlighted the benefits to clinical practice of including EpiSwitch blood testing when predicting treatment response to avelumab, a leading ICI.
Blood samples from almost 500 patients from the JAVELIN 100 clinical study were analysed for EpiSwitch® markers. Researchers found that EpiSwitch® testing could identify patients who would respond to checkpoint inhibitors that conventional tumor mutational burden testing did not identify, with testing using EpiSwitch® markers requiring only a routine blood sample rather than the invasive tissue biopsies from tumors required for traditional testing methods.
During the current financial year, the Group was able to restart work on a number of commercial and academic contracts that had been impacted by delays related to the COVID-19 pandemic, including as part of the REFINE-ALS study, sponsored by Mitsubishi Tanabe Pharma America, Inc, which the Company joined in early 2019. The Company is testing patient blood samples from up to 300 patients in the trial, using a biomarker panel developed using its EpiSwitch® technology. The REFINE-ALS trial now has an expected study completion date of March 2023.
The Group announced that it had been awarded a prestigious FNIH Partnership for Accelerating Cancer Therapies (PACT) grant shortly before the period, in August 2021. The grant was awarded to use the EpiSwitch® platform for accurate prediction of a patient's response to Immune Checkpoint Inhibitors (ICIs) from a routine blood sample and is worth $910,000 over two years. The grant funds extended application of the EpiSwitch® technology used in the development of the Group's EpiSwitch® CiRT to the analysis of primary and acquired resistance to ICIs in several trials, including over 186 longitudinal samples from an observational trial, encompassing at least four separate ICI therapies and seven common cancer types.
Product pipeline
After over a decade of research, the Group has developed both the world's largest 3D genomics knowledgebase (containing hundreds of millions of datapoints relating to over 30 diseases) and a pipeline of several deployable qPCR diagnostic, prognostic, predictive or monitoring tests across multiple indications.
The Group's knowledgebase offers an increasingly attractive information source for pharma and other partners to provide insights relevant to multiple aspects of disease modelling, drug discovery and clinical development programs. Access to it is already possible both through commercial research contracts and to purchasers of the Group's EpiSwitch® Explorer Array Kit. As such, the 3D genomics knowledgebase represents a significant opportunity for future commercialization.
The Company has now successfully developed, validated and launched two of its tests as commercial products, with valuable experience of the process gained with each of EpiSwitch® CST and EpiSwitch® CiRT. This experience provides the Group with increased confidence that the development, technology transfer and validation of subsequent LDTs can proceed to plan.
As previously announced, following review of the likely market opportunities for each of the deployable tests in the pipeline, the Group expects the most promising and lucrative candidates to be diagnostic/prognostic tests for early-stage detection and staging of prostate cancer and colorectal cancer and, in veterinary medicine, a diagnostic/prognostic test for canine lymphoma.
Placing
The Company today has conditionally placed with institutional and other investors 45,083,000 Placing Shares in aggregate at the Issue Price of 20 pence per Placing Share to raise approximately £9.1 million (before commissions and expenses).
The Placing Shares, when issued, will represent approximately 28.1 per cent. of the Enlarged Share Capital immediately following Admission. Following Admission, the New Ordinary Shares will rank equally with the Existing Ordinary Shares.
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 certain existing institutional holders and new institutional and other investors the opportunity to participate in the Placing.
The General Placing (which is not being underwritten) is conditional, amongst other things, upon: (a) the VCT/EIS Shares being unconditionally allotted and issued to Placees and the VCT/EIS Admission having taken place; (b) the Company having complied with its obligations under the Placing and Open Offer Agreement to the extent the same fall to be performed prior to General Admission; (c) Admission of the General Placing Shares becoming effective on or before 8.00 a.m. on 31 October 2022, or such later date as the Company and the Brokers may agree, being no later than 8.00 a.m. on 30 November 2022.
The VCT/EIS Placing is conditional, amongst other things, upon: (a) the passing of the Resolutions at the General Meeting; and (b) the VCT/EIS Admission occurring on or before 28 October 2022 (or such later date as the Brokers and the Company may agree, not being later than 30 November 2022).
Shareholders should note that it is possible that VCT/EIS Admission occurs but General Admission does not occur. General Admission is conditional on VCT/EIS Admission occurring. If VCT/EIS Admission and General Admission do not occur then the Company will not receive the relevant net proceeds in respect of VCT/EIS Admission and General Admission and the Company may not be able to finance the activities referred to in this document.
The Company understands that the VCT/EIS Shares will rank as a qualifying holding for the purposes of investment by VCTs. However, no assurance has been obtained from HMRC or any other person that a subscription for VCT/EIS Shares is a qualifying holding for the purpose of investment by VCTs.
The Company understands that the VCT/EIS Shares will constitute eligible shares and that the Company will be regarded as a qualifying company for the purposes of the EIS rules. However, no assurance has been obtained from HMRC or any other person that a subscription for VCT/EIS shares will meet the requirements for EIS relief.
None of the Directors or the Company give any warranty or undertaking that any VCT investment in the Company is a qualifying holding, or that a subscription for VCT/EIS Shares will meet the requirements for EIS relief, or that VCT or EIS qualifying status or eligibility will not be withdrawn, nor do they warrant or undertake that the Company will conduct its activities in a way that qualifies for or preserves its status or the status of any investment in Ordinary Shares. Investors considering taking advantage of any of the reliefs available to VCTs or EIS relief should seek their own professional advice in order that they may fully understand how the rules apply in their individual circumstances and what they are required to do in order to claim any reliefs (if available). The rules governing VCT and EIS reliefs are complex. Any prospective investors who are considering investing in VCT/EIS Shares in order to obtain VCT or EIS reliefs are recommended to take independent tax advice from a professional tax adviser. Prospective EIS investors in VCT/EIS Shares should note that the first £105,000 (approximately) of EIS investment is not expected to qualify for EIS relief. By way of example, if the total EIS subscription for VCT/EIS Shares is £1,050,000 then EIS relief would be available for only 90% of each EIS investor's EIS investment. If the total EIS subscription for VCT/EIS Shares is £105,000, then no EIS relief would be available. This restriction does not apply to VCT investments in VCT/EIS Shares.
Application will be made for the VCT/EIS Shares and the General Placing Shares to be admitted to trading on AIM. It is expected that trading in the VCT/EIS Shares will commence at 8.00 a.m. on 28 October 2022 and that trading in the General Placing Shares will commence at 8.00 a.m. on 31 October 2022.
Baden Hill and Shore Capital are acting as joint bookrunners in respect of the Placing.
Subscription
The Subscription Shares are being subscribed for directly by the Subscribers at the Issue Price. The Subscription is conditional, amongst other things, upon (a) the Resolutions set out in the Notice of General Meeting being approved by the Shareholders and (b) General Admission becoming effective by no later than 8.00 a.m. on 31 October 2022 (or such later date as the Brokers and the Company may agree, not being later than 30 November 2022).
The Subscription is not being underwritten and the Subscription Shares are not subject to clawback and are not part of the Open Offer.
Open Offer
The Company is proposing to raise up to approximately £2.9 million (before expenses) pursuant to the Open Offer. All Qualifying Shareholders are being given the opportunity to participate in the Open Offer.
Following the Open Offer, the Brokers will use their reasonable endeavours to place any Unsubscribed Open Offer Shares at the Issue Price for a period of up to three business days following General Admission pursuant to the Rump Placing.
The Open Offer provides Qualifying Shareholders with the opportunity to apply to acquire Open Offer Shares at the Issue Price pro rata to their holdings of Existing Ordinary Shares as at the Record Date on the following basis:
1 Open Offer Share for every 6.81644 Existing Ordinary Shares
Entitlements to apply to acquire Open Offer Shares will be rounded down to the nearest whole number and any fractional entitlement to Open Offer Shares will be disregarded in calculating the Basic Entitlement. Fractions of Open Offer Shares will not be allotted to Shareholders in the Open Offer and entitlements under the Open Offer will be rounded down to the nearest whole number of Open Offer Shares and made available in the Excess Application Facility. Qualifying Shareholders should note that the Open Offer Shares have neither been placed under the Placing subject to clawback under the Open Offer nor have they been underwritten, and that the Placing is not conditional upon the number of applications received under the Open Offer.
The allotment and issue of the Open Offer Shares is conditional on Admission of the Placing Shares and the Subscription Shares but the Placing and the Subscription are not conditional on Admission of the Open Offer Shares; if the Placing and the Subscription do not complete, then the Open Offer will lapse. However, if the Open Offer does not complete, then this will not prevent the Placing and the Subscription from completing.
The Open Offer Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission.
Excess applications
The Open Offer is structured to allow Qualifying Shareholders to subscribe for Open Offer Shares at the Issue Price pro rata to their existing holdings of Ordinary Shares on the Record Date. Qualifying Shareholders may also make applications in excess of their Basic Entitlements. To the extent that Basic Entitlements are not subscribed by Qualifying Shareholders, such Excess Shares will be available to satisfy such excess applications. To the extent that applications are received in respect of an aggregate of more than the maximum number of Open Offer Shares to be offered pursuant to the Open Offer, excess applications will be scaled back accordingly.
Overseas Shareholders
The attention of Qualifying Shareholders who have registered addresses outside the United Kingdom, or who are citizens or residents of countries other than the United Kingdom, or who are holding Existing Ordinary Shares for the benefit of such persons (including, without limitation, custodians, nominees, trustees and agents), or who have a contractual or other legal obligation to forward this document, Form of Proxy, or, if relevant, the Application Form to such persons, is drawn to the "notice to overseas persons" which appears earlier in this document. In particular, Qualifying Shareholders who have registered addresses in or who are resident in, or who are citizens of, countries other than the UK, should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their entitlements under the Open Offer.
The Company reserves the right to treat as invalid any application or purported application for Open Offer Shares, which appears to the Company or its agents or professional advisers to have been executed, effected or dispatched in a manner which may involve a breach of the laws or regulations of any jurisdiction or if the Company or its agents or professional advisers believe that the same may violate applicable legal or regulatory requirements or if it provides an address for delivery of share certificates for Open Offer Shares outside the UK, or in the case of a credit of Open Offer Shares in CREST, to a CREST member whose registered address would not be in the United Kingdom.
Qualifying Shareholders should note that the Open Offer is not a rights issue
Qualifying Shareholders should be aware that, in the Open Offer, unlike in a rights issue, any entitlements to Open Offer Shares not applied for or not taken up will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer.
CREST Instructions
Application has been made for the Open Offer Entitlements for Qualifying CREST Shareholders to be admitted to CREST. It is expected that the Open Offer Entitlements will be admitted to CREST on 11 October 2022. Applications through the CREST system may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim on any Open Offer Entitlements. The Excess CREST Open Offer Entitlements will also be admitted to CREST on 11 October 2022. These are not applicable to any bona fide market claim.
Qualifying Non-CREST Shareholders will receive an Application Form which gives details of their Basic Entitlement (as shown by the number of the Open Offer Shares allocated to them) with this document. If they wish to apply for Open Offer Shares under the Open Offer, they should complete the accompanying Application Form in accordance with the procedure for application set out in this document and on the Application Form itself. The completed Application Form, accompanied by full payment, should be returned by post in the enclosed business reply paid envelope to Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD, United Kingdom, so as to arrive as soon as possible and in any event no later than 11.00 a.m. on 25 October 2022. Qualifying Non-CREST Shareholders should be aware that the Application Form is not a negotiable document and cannot be traded.
Qualifying CREST Shareholders will receive no Application Form with this document but will receive a credit to their appropriate stock account in CREST in respect of their Basic Entitlement and Excess Entitlements. They should refer to the procedure for application set out in Part III of this document. The relevant CREST instruction must have settled by no later than 11.00 a.m. on 25 October 2022. The latest time for applications under the Open Offer to be received is 11.00 a.m. on 25 October 2022. The procedure for application and payment depends on whether, at the time at which application and payment is made, a Qualifying Shareholder has an Application Form in respect of their Basic Entitlement or has their Basic Entitlement credited to their stock account in CREST. If you are in any doubt as to what action you should take, you should immediately seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent professional adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
Rump Placing
Following the Open Offer, the Brokers will use their reasonable endeavours to place any Unsubscribed Open Offer Shares at the Issue Price for a period of up to three business days following General Admission pursuant to the Rump Placing.
The Placing and Open Offer Agreement
Pursuant to the terms of the Placing and Open Offer Agreement, the Brokers have conditionally agreed to use their reasonable endeavours, as agents for the Company, to procure subscribers for the Placing Shares at the Issue Price with certain institutional and other investors. The Placing and Open Offer Agreement contains customary warranties from the Company in favour of the Brokers in relation to, amongst other things, the accuracy of the information in this document and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify Shore Capital and Baden Hill in relation to certain liabilities they may incur in respect of the Fundraising. The Brokers have the right to terminate the Placing and Open Offer Agreement in certain circumstances prior to Admission, in particular, in the event of a breach by the Company of any of its material obligations under the Placing and Open Offer Agreement, the failure of the Company to comply in any material respect with its obligations under the Placing and Open Offer Agreement, the occurrence of a force majeure event , or a material adverse change affecting, amongst other things, the Placing, the Open Offer or dealings in the New Ordinary Shares in the secondary market.
In addition, the Brokers have reserved the right to use reasonable endeavours to place any Unsubscribed Open Offer Shares for the benefit of the Company at the Issue Price for a period of up up to three business days following the General Admission pursuant to the Rump Placing.
Settlement and dealings
An application will be made to the London Stock Exchange for the Placing Shares, the Subscription Shares and the Open Offer Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the VCT/EIS Placing Shares will commence on 28 October 2022 and dealings in the General Placing Shares, the Subscription Shares and the Open Offer Shares will commence on 31 October 2022, subject to the passing of the Resolutions at the General Meeting. The Placing Shares being issued pursuant to the Placing, the Subscription Shares being issued pursuant to the Subscription and the Open Offer Shares being issued pursuant to the Open Offer will, on Admission, rank in full for all dividends and other distributions declared, made or paid on the Ordinary Shares after Admission and will otherwise rank pari passu in all respects with the Existing Ordinary Shares.
Working Capital
The Directors are of the opinion, having made due and careful enquiry, that, taking into account the net proceeds of the Placing and the Subscription and the revenue that the Company expects to generate over the period, the working capital available to the Company is sufficient for its requirements for at least 12 months from the date of the Fundraising.
Use of proceeds
The Company intends to use the net proceeds of the Placing and Open Offer as working capital to accelerate the commercialization of the EpiSwitch® product line, initially focusing primarily on EpiSwitch® CiRT. In particular, the funds will permit investment in expanded teams and activity to support sales and marketing of the test. The Company also intends to continue to pursue the commercialization of its pipeline of molecular diagnostic tests in the US and other markets, conduct proprietary research and maintain and develop its broad intellectual property portfolio.
Posting of Shareholder Circular and Notice of General Meeting
The Fundraising is conditional upon, amongst other things, the approval by the Shareholders of the Resolutions to be proposed at the General Meeting. The Resolutions must be passed by Shareholders at the General meeting in order for the Fundraising to proceed. Accordingly, the Board is seeking the approval of Shareholders to provide the authority to allot new Ordinary Shares in respect of the Warrant Instrument.
A circular to Shareholders ("Circular") will be posted on 7 October 2022 convening a general meeting of the Company to be held at 3140 Rowan Place, Oxford Business Park South, Oxford, OX4 2WB on 27 October 2022 at 10 am and will be available to download on the Company's website at www.oxfordbiodynamics.com/investors .
Should Shareholders wish to ask any questions in relation to the Resolutions, they are encouraged to contact the Company prior to the General Meeting by email to the Company Secretary at investorrelations@oxfordbiodynamics.com with the subject line "GM Question".
Related Party Transactions
As disclosed on his appointment in December 2020, Non-Executive Chairman of the Company, Matthew Wakefield, is a partner and shareholder in Baden Hill, which has previously raised capital for the Company and is acting as joint broker in connection with the Placing. As Non-Executive Chairman of the Company, Matthew Wakefield is a related party as defined in the AIM Rules. Accordingly, the transaction between the Company and Baden Hill is a related party transaction (the "Baden Hill Transaction") pursuant to Rule 13 of the AIM Rules. It is anticipated that Baden Hill will receive commission of 2.5% of funds raised in the Fundraising (excluding any funds raised from directors or PDMRs of the Company, or entities controlled by them or the Vulpes Life Sciences Fund and Vulpes Testudo Fund (as managed by Vulpes Investment Management)).
The directors of the Company independent of the Baden Hill Transaction, having consulted with the Company's nominated adviser, Shore Capital, consider the terms of the Baden Hill Transaction to be fair and reasonable insofar as the Company's Shareholders are concerned.
Through the Vulpes Life Sciences Fund and Vulpes Testudo Fund, Vulpes Investment Management (which is controlled by Non-Executive Director Stephen Diggle) has an existing interest over 16,252,123 Ordinary Shares in the Company, representing 16.2% of the Company's issued share capital and, as such, is a substantial shareholder as defined in the AIM Rules. Accordingly, the transaction pursuant to Rule 13 of the AIM Rules between the Company and Vulpes Investment Management is a related party transaction (the "Vulpes Transaction"). Vulpes Investment Management has agreed to subscribe for 2,500,000 Ordinary Shares in the Placing, bringing their aggregate holding to 18,752,123 Ordinary Shares, representing 11.7 per cent. of the Enlarged Share Capital (assuming the maximum number of Open Offer Shares are allotted).
The directors of the Company independent of the Vulpes Transaction, having consulted with the Company's nominated adviser, Shore Capital, consider the terms of the Vulpes Transaction to be fair and reasonable insofar as the Company's Shareholders are concerned.
Certain Directors and a PDMR of the Company have subscribed for a total of 195,000 Subscription Shares and 187,500 Placing Shares in aggregate. The beneficial holdings of the Directors and PDMR before and after the Fundraising are set out below:
|
Director/PDMR |
Existing beneficial shareholding |
Fundraising Shares |
Beneficial shareholding following the Fundraising |
Shareholding as a percentage of the Enlarged Issued Share Capital* |
|
Dr Alexandre Akoulitchev |
6,253,082 |
50,000 |
6,303,082 |
3.93% |
|
Dr Jon Burrows |
150,000 |
100,000 |
250,000 |
0.16% |
|
Thomas Guiel |
80,000 |
95,000 |
175,000 |
0.11% |
|
Paul Stockdale |
100,000 |
37,500 |
137,500 |
0.09% |
|
Matthew Wakefield |
650,000 |
100,000 |
750,000 |
0.47% |
*Assuming maximum number of Open Offer Shares are allotted
The independent directors of the Company (being all of the Directors other than, in each case, the Director in question) having consulted with the Company's nominated adviser, Shore Capital, consider the terms of each transaction to be fair and reasonable insofar as the Company's Shareholders are concerned.
Recommendation
The Fundraising is conditional, amongst other things, upon the passing of the Resolutions at the General Meeting.
The Directors consider the Placing, the Subscription, the Open Offer and the Rump Placing to be in the best interests of the Company and its Shareholders as a whole and, accordingly, unanimously recommend Shareholders to vote in favour of the Resolutions to be proposed at the General Meeting as they also intend to do in respect of their beneficial holdings amounting, in aggregate, to 23,405,205 Ordinary Shares as at 6 October 2022 (being the last practicable date prior to the publication of this document), representing 23.32 per cent. of the Company's issued share capital prior to the issue of the Placing Shares and the Open Offer Shares.
-Ends-
For more information:
|
Oxford BioDynamics Plc |
Tel: +44 (0)1865 518910 |
|
Shore Capital - Nominated Adviser and Broker |
Tel: +44 (0)20 7408 4090 |
|
Instinctif Partners - Financial PR |
Tel: +44 (0)20 7457 2020 |
|
PCG Advisory Group - US Investor Relations |
Tel: +1 646 863 6341 |
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
|
|
2022 |
|
Record Date for entitlements under the Open Offer |
6.00 p.m. Wednesday 5 October |
|
Announcement of the Placing and Open Offer |
Friday 7 October |
|
Posting of this document, the Form of Proxy and, to Qualifying Non-CREST Shareholders only, the Application Form |
Friday 7 October |
|
Ex-entitlement Date for the Open Offer |
8.00 a.m. Monday 10 October |
|
Open Offer Entitlements credited to CREST stock accounts of Qualifying CREST Shareholders in CREST |
as soon as practicable after 8.00 a.m. on Tuesday 11 October |
|
Recommended last and date for requesting withdrawal of Open Offer Entitlements from CREST |
4.30 p.m. on 20 October |
|
Latest time and date for depositing Open Offer Entitlements into CREST |
3.00 p.m. on 21 October |
|
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only) |
3.00 p.m. on 21 October |
|
Latest time and date for receipt of Forms of Proxy for the General Meeting |
10.00 a.m. on 25 October |
|
Latest time and date for receipt of completed Application Forms from Qualifying Non-CREST Shareholders and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate) |
11.00 a.m. on 25 October |
|
General Meeting |
10.00 a.m. Thursday 27 October |
|
Announcement of results of General Meeting and Open Offer |
Thursday 27 October |
|
Admission and dealings in the VCT/EIS Shares to commence on AIM |
8 a.m. on Friday 28 October |
|
Crediting of the VCT/EIS Shares to CREST accounts |
Friday 28 October |
|
Admission and commencement of dealings in the General Placing Shares and the Open Offer Shares |
8 a.m. on Monday 31 October |
|
Crediting of General Placing Shares and Open Offer Shares to be held in uncertificated form to CREST stock accounts |
Monday 31 October |
|
Dispatch of share certificates in respect of the VCT/EIS Shares, General Placing Shares and Open Offer Shares (if applicable) and refund payments (where applicable) by cheque in the case of Qualifying Non-CREST Shareholders or via CREST for Qualifying CREST Shareholders |
Within 10 business days of Admission |
Notes:
1. References to times in this document are to London time (unless otherwise stated).
2. The dates and times set out in the above timetable and in the rest of this document are indicative only and may be subject to change. If any such dates and times should change, the revised times and/or dates will be notified by announcement via RNS.
3. All events in the above timetable scheduled to take place after the General Meeting are conditional on the approval by the Shareholders of the Resolutions.
KEY STATISTICS OF THE PLACING, SUBSCRIPTION AND OPEN OFFER
|
|
|
|
Number of Existing Ordinary Shares in issue at the date of this document |
100,351,574 |
|
Issue Price |
20 pence |
|
|
|
|
OPEN OFFER STATISTICS |
|
|
Open Offer Entitlement |
1 Open Offer Share for every 6.81644 Existing Ordinary Shares |
|
Maximum number of Open Offer Shares to be offered pursuant to the Open Offer |
14,721,991 |
|
Gross proceeds of the Open Offer receivable by the Company1 |
£ 2.9 million |
|
|
|
|
PLACING STATISTICS |
|
|
Number of VCT/EIS Shares issued under the Placing |
17,223,750 |
|
Number of General Placing Shares |
27,859,250 |
|
Number of Placing Shares |
45,083,000 |
|
Gross proceeds of the Placing receivable by the Company |
£ 9.0 million |
|
SUBSCRIPTION STATISTICS |
|
|
Number of Subscription Shares issued under the Subscription |
195,000 |
|
Gross proceeds of the Subscription receivable by the Company |
£39,000 |
|
|
|
|
FUNDRAISING STATISTICS |
|
|
Enlarged Share Capital1 |
160,351,565 |
|
Percentage of the Enlarged Share Capital1 represented by the Placing Shares and Open Offer Shares |
37.4% |
|
Market Capitalisation of the Company on Admission of the New Ordinary Shares at the Issue Price1 |
c.£32.1 million |
|
ISIN - Ordinary Shares |
GB00BD5H8572 |
|
ISIN - Basic Entitlement |
GB00BNBTML10 |
|
ISIN - Excess CREST Open Offer Entitlement |
GB00BNBTMK03 |
Notes
1. Assuming full take-up under the Open Offer
DEFINITIONS
The following definitions apply throughout this document (unless the context otherwise requires):
|
"2022 AGM" |
the annual general meeting of the Company held on 30 March 2022; |
|
"Act" |
the Companies Act 2006 (as amended from time to time); |
|
"Admission" |
VCT/EIS Admission in the context of the VCT/EIS Shares and General Admission in the context of the Placing Shares and the Open Offer Shares; |
|
"AIM" |
AIM, the market of that name operated by the London Stock Exchange; |
|
"AIM Rules" |
the 'AIM Rules for Companies' published by the London Stock Exchange (as amended from time to time); |
|
"Application Form" |
the application form relating to the Open Offer which accompanies this document (in the case of Qualifying Non-CREST Shareholders only); |
|
"Baden Hill" |
Northland Capital Partners Limited, trading as Baden Hill, the Company's joint broker; |
|
"Basic Entitlement" |
the pro rata entitlement for Qualifying Shareholders to subscribe for Open Offer Shares, pursuant to the Open Offer as described in Part III of this document; |
|
"Brokers" |
Shore Capital and Baden Hill; |
|
"Chief Executive Officer" or "CEO" |
Dr Jon Burrows; |
|
"Company" |
Oxford BioDynamics PLC, a company incorporated and registered in England and Wales with registered number 06227084; |
|
"CREST" |
the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in those regulations) which facilitates the transfer of title to shares in uncertificated form; |
|
"CREST Courier and Sorting Service" |
the CREST Courier and Sorting Service which manages the movement of share certificates and other documents between CREST counters and registrars where shares are being deposited into or withdrawn from CREST; |
|
"CREST Manual" |
the CREST reference manual as published by Euroclear; |
|
"CREST Member" |
a person who has been admitted to Euroclear as a system-member (as defined in the CREST Regulations); |
|
"CREST sponsor" |
a CREST participant admitted to CREST as a CREST Sponsor; |
|
"CREST sponsored member" |
a CREST Member admitted to CREST as a sponsored member; |
|
"CREST Regulations" |
the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755) (as amended from time to time); |
|
"Directors" or "Board" |
the directors of the Company whose names are set out on page 13 of the Circular, or any duly authorised committee thereof; |
|
"EIS" |
the Enterprise Investment Scheme under part 5 of the Income Tax Act 2007; |
|
"Enlarged Share Capital" |
the issued share capital of the Company following the allotment and issue of the Placing Shares and the Open Offer Shares; |
|
"Euroclear" |
Euroclear UK & International Limited, the operator of CREST; |
|
"Excess Application Facility" |
the arrangement pursuant to which Qualifying Shareholders may apply for any number of Open Offer Shares in excess of their Basic Entitlement provided they have agreed to take up their Basic Entitlement in full; |
|
"Excess CREST Open Offer Entitlements" |
in respect of each Qualifying CREST Shareholder, the entitlement (in addition to his/her/its Basic Entitlement) to apply for Open Offer Shares pursuant to the Excess Application Facility, which is conditional on him/her/it taking up his/her/its Basic Entitlement in full; |
|
"Excess Entitlement(s)" |
the Open Offer Shares for which Qualifying Shareholders may apply under the Excess Application Facility in addition to their Basic Entitlement; |
|
"Excess Shares" |
Open Offer Shares which are not taken up by Qualifying Shareholders pursuant to their Basic Entitlement and which are offered to Qualifying Shareholders under the Excess Application Facility; |
|
"Existing Ordinary Shares" |
100,351,574 ordinary shares of £0.01 (1 penny) each in the capital of the Company in issue at the date of this document; |
|
"Ex-Entitlement Date" |
the date on which the Existing Ordinary Shares are marked "ex" for entitlement under the Open Offer, being 8.00 a.m. on 10 October 2022; |
|
"FCA" |
the UK Financial Conduct Authority; |
|
"Form of Proxy" |
the form of proxy accompanying this document for use by Shareholders in connection with the General Meeting; |
|
"FSMA" |
the Financial Services and Markets Act 2000 (as amended from time to time); |
|
"Fundraising" |
the Placing, the Subscription and the Open Offer; |
|
"General Admission" |
admission of the General Placing Shares, the Subscription Shares and the Open Offer Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules; |
|
"General Meeting" |
the general meeting of the Company to be held at 10.00 a.m. on 27 October 2022; |
|
"General Placing" |
the conditional placing of the General Placing Shares to Placees; |
|
"General Placing Shares" |
27,859,250 New Ordinary Shares which are to be issued under the General Placing; |
|
"Group" |
the Company and its subsidiaries (as defined in the Act) as at the date of this document; |
|
"ISIN" |
International Securities Identification Number; |
|
"Issue Price" |
20 pence per New Ordinary Share; |
|
"London Stock Exchange" |
London Stock Exchange plc; |
|
"New Ordinary Shares" |
the Placing Shares, the Subscription Shares, theOpen Offer Shares and the Rump Shares; |
|
"Notice of General Meeting" |
the notice convening the General Meeting which is set out at the end of this document; |
|
"Official List" |
the Official List of the FCA; |
|
"Open Offer" |
the conditional invitation to Qualifying Shareholders to subscribe for the Open Offer Shares at the Issue Price on the terms and subject to the conditions set out in this document and, in the case of Qualifying Non-CREST Shareholders only, the Application Form; |
|
"Open Offer Entitlement" |
an entitlement to apply to subscribe for Open Offer Shares pursuant to the Basic Entitlement and the Excess Entitlement; |
|
"Open Offer Restricted Jurisdiction" |
the United States, Canada, Australia, Japan, New Zealand, the Republic of South Africa, the Republic of Ireland and any other jurisdiction where the extension or availability of the Open Offer (and any other transaction contemplated thereby) would constitute a violation of the relevant laws and/or regulations of that jurisdiction, or where local laws and/or regulations may result in a significant risk of civil, regulatory or criminal exposure, or would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which the Company regards as unduly onerous; |
|
"Open Offer Shares" |
up to 14,721,991 New Ordinary Shares which are to be issued pursuant to the Open Offer; |
|
"Ordinary Shares" |
the Company's ordinary shares of £0.01 (1 penny) each; |
|
"Overseas Shareholders" |
Shareholders who have a registered address in or who are located and/or resident in or are citizens of, in each case, a country other than the United Kingdom; |
|
"Placee" |
any person who has agreed to subscribe for Placing Shares pursuant to the Placing; |
|
"Placing" |
the VCT/EIS Placing and the General Placing; |
|
"Placing and Open Offer Agreement" |
the agreement dated 7 October 2022 between: (i) the Company; and (ii) the Brokers relating to the Placing and Open Offer, further details of which are set out in this document; |
|
"Placing Shares" |
45,083,000 New Ordinary Shares which are to be issued under the Placing; |
|
"Prospectus Regulation" |
Regulation (EU) № 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 |
|
"Prospectus Rules" |
the rules made for the purposes of Part VI of the FSMA in relation to offers of securities to the public and admission of securities to trading on a regulated market; |
|
"Qualifying CREST Shareholders" |
Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Record Date are held in uncertificated form on CREST; |
|
"Qualifying Non-CREST Shareholders" |
Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Record Date are held in certificated form; |
|
"Qualifying Shareholders" |
Shareholders whose names appear on the register of members of the Company on the Record Date as holders of Existing Ordinary Shares and who are eligible to be offered Open Offer Shares under the Open Offer in accordance with the terms and conditions set out in Part III of this document; |
|
"Receiving Agent" |
Neville Registrars Limited; |
|
"Record Date" |
6.00 p.m. on 5 October 2022; |
|
"Registrar" |
Neville Registrars Limited; |
|
"Resolutions" |
the resolutions set out in the Notice of General Meeting; |
|
"RNS" |
a regulatory information service operated by the London Stock Exchange as defined in the AIM Rules; |
|
"Rump Placing" |
the placing by Shore Capital and Baden Hill of any Unsubscribed Open Offer Shares following the closing date of the Open Offer, as described in this document; |
|
"Rump Shares" |
the New Ordinary Shares proposed to be issued pursuant to the Rump Placing; |
|
"SCC" |
Shore Capital and Corporate Limited, the Company's nominated adviser for the purposes of the AIM Rules; |
|
"SCS" |
Shore Capital Stockbrokers Limited, the Company's joint broker; |
|
"Securities Act" |
the United States Securities Act of 1933, as amended; |
|
"Shareholders" |
holders of the Ordinary Shares of the Company from time to time; |
|
"Shore Capital" |
SCC and/or SCS as the case may be; |
|
"Subscribers" |
those persons who intend to subscribe for Subscription Shares pursuant to the Subscription, being Dr Jon Burrows and Thomas Guiel; |
|
"Subscription" |
the subscription of the Subscription Shares by the Subscribers; |
|
"Subscription Shares" |
195,000 New Ordinary Shares proposed to be issued to Subscribers pursuant to the Subscription; |
|
"UK" |
the United Kingdom of Great Britain and Northern Ireland; |
|
"UK Market Abuse Regulation" |
the Market Abuse Regulation (Regulation 596/2014) (as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended); |
|
"Uncertificated Form" |
Ordinary Shares recorded on the share register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred within the CREST settlement system; |
|
"Unsubscribed Open Offer Shares" |
the New Ordinary Shares which may be allotted at the option of Shore Capital pursuant to the Placing and Open Offer Agreement for which the Qualifying Shareholder(s) did not subscribe under the Open Offer; |
|
"US" or "USA" |
the United States of America, each State thereof (including the District of Columbia), its territories, possessions and all areas subject to its jurisdiction; |
|
"USE" |
unmatched stock event; |
|
"VCT" |
a venture capital trust under part 6 of the Income Tax Act 2007; |
|
"VCT/EIS Admission" |
admission of the VCT/EIS Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules; |
|
"VCT/EIS Placing" |
the conditional placing of the VCT/EIS Shares to Placees; |
|
"VCT/EIS Shares" |
the 17,223,750 New Ordinary Shares to be issued, conditional on VCT/EIS Admission, in connection with the VCT/EIS Placing; and |
|
"Vulpes Investment Management" |
Vulpes Investment Management Pte. Ltd. |
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY. MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) (THE "ANNOUNCEMENT") 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, THE REPUBLIC OF IRELAND THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
Capitalised terms not otherwise defined in this Appendix are as defined in the Circular relating to the Placing of which this Appendix forms a part. References in these Terms and Conditions to "Shore Capital" refer to Shore Capital Stockbrokers Limited and/or Shore Capital and Corporate Limited as the context admits. References to the "Joint Brokers" refer to Shore Capital Stockbrokers Limited and Northland Capital Partners Limited, trading as Baden Hill.
These Terms and Conditions do not constitute an offer or invitation to acquire, underwrite or dispose of, or any solicitation of any offer or invitation to acquire, underwrite or dispose of, any Placing Shares or other securities of the Company to any person in any jurisdiction to whom it is unlawful to make such offer, invitation or solicitation in such jurisdiction. Persons who seek to participate in the Placing ("Placees") must inform themselves about and observe any such restrictions and must be persons who are able to lawfully receive this Announcement in their jurisdiction. In particular, these Terms and Conditions do not constitute an offer or invitation (or a solicitation of any offer or invitation) to acquire, underwrite or dispose of or otherwise deal in any Placing Shares or other securities of the Company in the United States of America, its territories and possessions ("United States"), Canada, Australia, Japan, Republic of Ireland or the Republic of South Africa or in any other jurisdiction in which any such offer, invitation or solicitation is or would be unlawful ("Restricted Jurisdiction").
The Placing Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, in the United States or to or by a person resident in or for the account of any person in the United States absent registration under the Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
No public offering of the Placing Shares is being made in the United Kingdom or elsewhere. Members of the public are not eligible to take part in the placing and no public offering of Placing Shares is being or will be made. This Announcement and the terms and conditions set out and referred to in it are directed only at persons selected by the Joint Brokers who are (a) persons in member states of the European Economic Area (other than the United Kingdom) who are 'qualified investors' falling within the meaning of article 2(e) of Regulation (EU) 2017/1129 (as amended) (the "EU Prospectus Regulation"); (b) if in the United Kingdom, to persons who (i) have professional experience in matters relating to investments falling within article 19(1) of The Financial Services and Markets Act (Financial Promotion) Order 2005, as amended ("FPO") and who fall within the definition of 'investment professionals' in article 19(5) of the FPO or fall within the definition of 'high net worth companies, unincorporated associations etc.' in article 49(2)(a) to (d) of the FPO and (ii) are 'qualified investors' within the meaning of article 2(e) of Regulation (EU) 2017/1129 as amended, as it forms part of UK Law as retained EU Law as defined in, and by virtue of, the European Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation"); or (c) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons").
No action has been taken by the Company, the Joint Brokers, or any of their respective directors, officers, partners, agents, employees or affiliates that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement.
This Announcement does not itself constitute an offer for sale or subscription of any securities in the Company. This Announcement and the terms and conditions set out herein must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Distribution of this Announcement in certain jurisdictions may be restricted or prohibited by law. Persons distributing this announcement must satisfy themselves that it is lawful to do so.
These Terms and Conditions apply to Placees, each of whom confirms his or its agreement, whether by telephone or otherwise, with the Joint Brokers to subscribe and pay for Placing Shares in the Placing, and hereby agrees with each of the Joint Brokers and the Company to be legally and irrevocably bound by these Terms and Conditions which will be the Terms and Conditions on which the Placing Shares will be acquired in the Placing and each such Placee is deemed to have read and understood this Announcement in its entirety (including this Appendix) and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained in this Appendix.
These Terms and Conditions must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which the Terms and Conditions set out herein relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. A Placee may not assign, transfer, or in any manner, deal with its rights or obligations under the agreement arising from the acceptance of the Placing, without the prior written agreement of the Joint Brokers or in accordance with all relevant requirements.
All times and dates in this Appendix are references to times and dates in London (United Kingdom).
Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
Shore Capital and Corporate Limited, which is authorised and regulated by the FCA, acts as nominated adviser to the Company for the purposes of the AIM Rules. Shore Capital Stockbrokers Limited is a member of the London Stock Exchange and is authorised and regulated by the FCA. Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited are acting exclusively for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Shore Capital or for providing advice in relation to the Placing, or any other matters referred to in this Announcement.
Save for the responsibilities and liabilities, if any, of Shore Capital under FSMA or the regulatory regime established thereunder or in respect of fraudulent misrepresentation, 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 or on behalf of Shore Capital or by its affiliates, agents, directors, officers and employees 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.
Northland Capital Partners Limited, trading as Baden Hill ("Baden Hill"), which is a member of the London Stock Exchange and is authorised and regulated by the FCA, is acting exclusively for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Baden Hill or for providing advice in relation to the Placing, or any other matters referred to in this Announcement.
Save for the responsibilities and liabilities, if any, of Baden Hill under FSMA or the regulatory regime established thereunder or in respect of fraudulent misrepresentation, 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 or on behalf of Baden Hill or by its affiliates, agents, directors, officers and employees 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.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.
Persons who are invited to and who choose to participate in the Placing, by making an oral or written offer to acquire Placing Shares, including any individuals, funds or others on whose behalf a commitment to acquire Placing Shares is given, will be deemed to have read and understood this Announcement 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:
i. 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;
ii. it is acquiring the Placing Shares for its own account or for an account with respect to which it exercises sole investment discretion; and
iii. if it is in a member state of the EEA and/or if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in any member state of the EEA in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA which has implemented the Prospectus Directive to Qualified Investors, or in circumstances in which the prior consent of the Joint Brokers has been given to each such proposed offer or resale.
Neither of the Joint Brokers makes any representation to any Placees regarding an investment in the Placing Shares.
Timetable for the Placing
Various dates referred to in this Announcement are stated on the basis of the expected timetable for the Placing. It is possible that some of these dates may be changed. To facilitate the application for VCT relief in respect of the VCT/EIS Shares, such shares will be allotted on 27 October 2022 conditional upon Admission of such shares becoming effective on 28 October 2022 ("VCT/EIS Admission"). The General Placing Shares will be allotted on 27 October 2022, conditional upon Admission of such shares becoming effective on 31 October 2022 ("General Admission").
Terms of the Placing
The Joint Brokers have, prior to the notification of this Announcement to a regulatory information service, entered into the Placing Agreement with the Company under which the Joint Brokers have undertaken, on the terms and subject to the conditions set out therein, to use their respective reasonable endeavours in each case as agent of the Company, to procure Placees for the Placing Shares. This Appendix gives details of the terms and conditions of, and the mechanics for participation in, the Placing.
Each Placee's commitment to subscribe for Placing Shares under the Placing will be agreed (by email, orally or otherwise) with the Joint Brokers and such agreement will constitute a binding irrevocable commitment by a Placee, subject to the Terms and Conditions set out in this Appendix, to subscribe for and pay for Placing Shares ("PlacingParticipation") at the price per Placing Share notified to Placees ("PlacingPrice"). Such commitment is not capable of variation, termination or rescission by the Placee in any circumstances except fraud. Upon making this oral offer, each Placee has an immediate, separate, irrevocable and binding obligation owed to the Joint Brokers, in each case as agent for the Company, to pay the relevant Joint Broker (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the total number of Placing Shares such Placee has agreed to subscribe for in the Placing. All such obligations are entered into by the Placee with the Joint Brokers, in each case acting in its capacity as agent of the Company, and are therefore directly enforceable by the Company.
Each Placee's allocation of Placing Shares has been agreed between the Joint Brokers and the Company and will be confirmed by email or orally to each Placee by the relevant Joint Broker (as agent for the Company). A contract note confirming this allocation, the aggregate amount owed by such Placee to the relevant Joint Brokers and settlement instructions ("Contract Note") will be despatched shortly. The oral confirmation to such Placee by the relevant Joint Broker (as agent for the Company) constitutes an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of the Joint Brokers and the Company to subscribe for 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. All obligations under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate the Placing Agreement". By participating in Placing, each Placee agrees 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.
Each of the Joint Brokers and its respective affiliates are entitled to enter bids as principal in the Placing.
Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
The Company confirms that the Placing Shares will when issued, subject to the constitution of the Company, rank pari passu in all respects and form one class with the existing Ordinary Shares of the Company in issue on Admission, including the right to receive dividends or other distributions after the date of issue of the Placing Shares, if any. The Placing Shares are or will be issued free of any encumbrance, lien or other security interest.
Applications for Admission
Applications will be made to the London Stock Exchange ("LSE") for VCT/EIS Admission in respect of the VCT/EIS Shares and General Admission in respect of the General Placing Shares, in each case to trading on the AIM, the market of that name operated by the LSE ("AIM"). Subject to the resolutions being passed at the general meeting of shareholders, the details of which are set out in the Circular, it is anticipated that VCT/EIS Admission in respect of the VCT/EIS Shares to trading on AIM will become effective at 8.00am on 28 October 2022 and dealings in the VCT/EIS Shares will commence at that time. Settlement of the General Placing Shares and General Admission is anticipated to become effective at 8.00am on 31 October 2022 and dealings in the General Placing Shares to commence at that time and date for normal account settlement.
EIS and VCT
The VCT/EIS Shares to be issued pursuant to the VCT Placing are intended to rank as 'eligible shares for the purposes of EIS and VCT investors and a 'qualifying holding' for the purposes of an investment by VCTs, each pursuant to the relevant respective sections of the Income Tax Act 2007 ("ITA 2007"). The Company has not applied for, nor has it received, an advanced assurance from HM Revenue & Customs ("HMRC") in respect of EIS qualification, but the Company has obtained a written opinion from specialist tax advisers confirming that the Company would, subject to the relevant limits on such issuances, be able to issue the VCT/EIS Shares as 'eligible shares' under the relevant sections of the ITA 2007. Neither the Company nor the Directors give any warranties or undertakings that EIS reliefs or VCT reliefs will be granted in respect of the VCT/EIS Shares. Neither the Company nor the Directors give any warranties or undertakings that EIS reliefs or VCT reliefs, if granted, will not be withdrawn at a later date. If the Company carries on activities beyond those disclosed to HMRC, then shareholders may cease to qualify for the tax benefits. Placees must take their own advice and rely on it.
The rules governing VCT and reliefs are complex. Any prospective investors who are considering investing in VCT/EIS Shares in order to obtain VCT or EIS reliefs are recommended to take independent tax advice from a professional tax adviser. Prospective EIS investors in VCT/EIS Shares should note that the first £105,000 (approximately) of EIS investment is not expected to qualify for EIS relief. By way of example, if the total EIS subscription for VCT/EIS Shares is £1,050,000 then EIS relief would be available for only 90% of each EIS investor's EIS investment. If the total EIS subscription for VCT/EIS Shares is £105,000, then no EIS relief would be available. This restriction does not apply to VCT investments in VCT/EIS Shares.
Scaling back
The Joint Brokers (after consulting with the Company) reserve the right to scale back the number of Placing Shares to be subscribed by any Placee or the number of Placing Shares to be subscribed for by all Placees in aggregate. The Joint Brokers also reserve the right not to offer allocations of Placing Shares to any person and not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The Joint Brokers shall be entitled to effect the Placing by such method as they shall in their sole discretion lawfully determine in the exercise of their appointment and the powers, authority and discretion conferred on them as the Joint Brokers.
To the fullest extent permissible by law, neither of the Joint Brokers nor any holding company of either of them, nor any subsidiary, branch or affiliate of either of the Joint Brokers (each an "Affiliate") nor any person acting on behalf of any of the foregoing shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither of the Joint Brokers, nor any of their respective Affiliates nor any person acting on behalf of any such person shall have any liability to Placees in respect of its conduct of the Placing.
Placing Agreement
Pursuant to the Placing Agreement, the Joint Brokers have agreed on behalf of and in each case as agent of the Company to use their respective reasonable endeavours to procure persons to subscribe for the Placing Shares at the Placing Price, subject to these Terms and Conditions. The Placing will not be underwritten.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.
The obligations of the Joint Brokers under the Placing Agreement (which are several and not joint, or joint and several) in respect of the VCT/EIS Shares are conditional, inter alia, on:
· the Company allotting, subject only to VCT/EIS Admission, the VCT/EIS Shares in accordance with the Placing Agreement;
· the passing of the resolutions set out in the notice of general meeting set out at the end of the Circular;
· the Company having complied with its obligations under the Placing Agreement; and
· VCT/EIS Admission taking place not later than 8.00am on 28 October 2022 or such later time or date as the Company and the Joint Brokers may otherwise agree (but not being later than 8.00am on the Long Stop Date).
The obligations of the Joint Brokers under the Placing Agreement (which are several and not joint, or joint and several) in respect of the General Placing Shares are conditional, inter alia, on:
· the VCT/EIS Shares being unconditionally allotted and issued to the relevant Placees on VCT/EIS Admission and VCT/EIS Admission having occurred;
· the Company allotting, subject only to VCT/EIS Admission, the General Placing Shares in accordance with the Placing Agreement;
· the Company having complied with its obligations under the Placing Agreement; and
· General Admission taking place not later than 8.00am on 31 October 2022 or such later time or date as the Company and the Joint Brokers may otherwise agree (but not being later than 8.00am on the Long Stop Date).
The Placing Agreement will contain, inter alia, certain warranties and indemnities from the Company for the benefit of the Joint Brokers.
If any of the conditions contained in the Placing Agreement ("Conditions") are not fulfilled (or, where appropriate, waived in whole or part by the Joint Brokers) by the times and dates stated (or such later dates as the Joint Brokers and the Company may agree, being not later than 30 November 2022) the Placing Agreement shall cease and determine and no party to the Placing Agreement will have any claim against any other party for costs, damages, charges, compensation or otherwise except that, amongst other things, the Joint Brokers shall return to prospective Placees, in accordance with the Terms and Conditions, any monies received from them.
The Joint Brokers may, in their absolute discretion and upon such terms as they think fit, waive or extend the time for fulfilment of all or any part of any of the Conditions which are capable of waiver or extension by them but provided that the latest time for fulfilment of any Condition shall not be later than 8.00 am on 30 November 2022. Any such waiver or extension will not affect Placees' commitments as set out in this Announcement.
Right to terminate the Placing Agreement
Either of the Joint Brokers may, in its absolute discretion, terminate the Placing Agreement, inter alia, if:
(i) the Company is in breach of any of its material obligations under the Placing Agreement or cannot comply with any such material obligation;
(ii) any of the Warranties is, or as repeated immediately prior to and on VCT/EIS Admission and Second Admission (by reference to the facts, circumstances and knowledge, opinions, intentions and expectations of the Company) would cause it to be untrue or inaccurate or misleading in any material respect; or
(iii) there occurs or arises prior to VCT/EIS Admission or General Admission any significant change or new material matter which would require to be notified to shareholders of the Company or potential Placees (except to the extent that a supplementary Circular is published by the Company); or
(iv) the Company fails to accept the reasonable advice of the Joint Brokers on a material matter concerning action to be taken in respect of or in relation to the Placing, VCT/EIS Admission, General Admission, the Open Offer or any other material matter contained in the Circular; or
(v) either of the Joint Brokers (acting reasonably, in good faith and at its sole discretion) is not satisfied that it can proceed with the Placing, VCT/EIS Admission or General Admission without defaulting on its responsibilities under FSMA, MAR or any other material regulatory requirement; or
(vi) any event of Force Majeure (as defined in the Placing Agreement) occurs prior to VCT/EIS Admission or General Admission which prevents any party not seeking to terminate from performing its obligations under this Agreement; or
(vii) at any time prior to VCT/EIS Admission or Second Admission, either of the Joint Brtokers beomes aware of any substantial change in any national or international political, military, diplomatic, economic, financial or market conditions (including disruption to trading on any relevant stock exchange) or currency exchange rates or exchange controls or any statutory or regulatory matter which, in the opinion of such Joint Broker (acting reasonably, in good faith and after such consultation with the Company and the other Joint Broker as shall be practicable in the circumstances), would have or be likely to have a material and adverse effect on the Placing, the Open Offer or dealings in the New Ordinary Shares in the secondary market or is of such magnitude to render the Placing or the creation of a market in the New Ordinary Shares temporarily or permanently impracticable or inadvisable;
(viii) it shall come to the notice of the Joint Brokers or either of them) that any statement contained in this Announcement or the Circular (or any amendment or supplement thereto) is or has become untrue, inaccurate or misleading in any material respect, or matters have arisen which would, if the Circular were issued at that time, constitute a material omission therefrom (except to the extent that a supplementary Circular is published by the Company); or
(ix) Shore Capital believes (in its sole and absolute discretion and acting in good faith) that termination is necessary in order to preserve its reputation (without liability or continuing obligations on the part of Shore Capital to the Company.
Following VCT/EIS Admission, the Placing Agreement is not capable of termination to the extent that it relates to the Placing of VCT/EIS Shares. Following General Admission, the Placing Agreement is not capable of termination to the extent it relates to the Placing of any of the General Placing Shares. For the avoidance of doubt, VCT/EIS Admission is not conditional on General Admission taking place.
The exercise by either of the Joint Brokers of a right of termination (or any right of waiver exercisable by the Joint Brokers (acting together) contained in the Placing Agreement or the exercise of any discretion under the Terms and Conditions set out herein is within the absolute discretion of the Joint Brokers and neither of the Joint Brokers will have any liability to Placees whatsoever in connection with any decision to exercise or not exercise any such rights.
By accepting the Placing Shares referred to in the Announcement to which this Appendix is annexed, each Placee agrees that, without having any liability to such Placee, the Joint Brokers may exercise the right: (i) to extend the time for fulfilment of any of the conditions in the Placing Agreement (provided that Placees' commitments are not extended beyond the Long Stop Date); (ii) to, in their absolute discretion, waive, in whole or in part, fulfilment of certain of the conditions (but not including Admission); or (iii) to terminate the Placing Agreement, in each case without consulting Placees (or any of them).
If any of the conditions in the Placing Agreement are not satisfied (or, where relevant, waived), the Placing Agreement is terminated or the Placing Agreement does not otherwise become unconditional in all respects, the Placing will not proceed and all funds delivered by Placees to the Joint Brokers pursuant to the Placing and this Appendix will be returned to Placees at their risk without interest, and Placees' rights and obligations under the Placing shall cease and determine at such time and no claim shall be made by Placees in respect thereof.
Registration and settlement
Irrespective of the time at which the Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made on the basis explained below.
Settlement of transactions in the Placing Shares following Admission will take place on a delivery versus payment basis in accordance with the instructions set out in the trade confirmation within the CREST system ("CREST") (subject to certain exceptions). The Joint Brokers reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it may deem necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in the Announcement or would not be consistent with the regulatory requirements in the jurisdiction of any Placee.
Subject to the resolutions being passed at the general meeting of shareholders, the details of which are set out in the Circular, it is expected that settlement for the VCT/EIS Shares will take place at 8.00 am on 28 October 2022 and settlement for the General Placing Shares will take place on 31 October 2022 unless otherwise notified by the Joint Brokers.
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 2 percentage points above the base rate of Barclays Bank Plc as determined by Shore Capital, with interest compounded on a daily basis.
Each Placee is deemed to agree that, if it does not comply with these obligations, the Joint Brokers may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for its 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 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 in any jurisdiction upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on each of the Joint Brokers all such authorities and powers necessary or desirable to carry out any such sale and agrees to ratify and confirm all actions which the Joint Brokers lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the Contract Note is copied and delivered immediately to the relevant person within that organisation.
The Company confirms that, insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax.
Placees will not be entitled to receive any fee or commission in connection with the Placing.
Further Terms, Confirmations and Warranties
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably makes the following confirmations, acknowledgements, representations, warranties and/or undertakings (as the case may be) to each of the Joint Brokers (in their respective capacities as Joint Brokers and as agent of the Company) and the Company and their respective directors, agents and advisers, in each case as a fundamental term of its offer to acquire and subscribe for Placing Shares:
1 each Placee confirms, represents and warrants that it has read and understood the Announcement (including this Appendix) in its entirety and acknowledges that its Placing Participation will be governed by the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings in this Appendix;
2 each Placee acknowledges and agrees that its Placing Participation on the Terms and Conditions set out in this Appendix is legally binding, irrevocable and is not capable of termination or rescission by such Placee in any circumstances and that it has the funds available to pay the Placing Price in respect of the Placing Shares for which it has given a commitment under the Placing;
3 each Placee confirms, represents and warrants that it has not relied on, received or requested nor does it have any need to receive, any prospectus, offering memorandum, listing particulars or any other document (other than the Announcement), any information given or any representations, warranties, agreements or undertakings (express or implied), written or oral, or statements made at any time by the Company or either of the Joint Brokers or by any subsidiary, holding company, branch or associate of the Company or either of the Joint Brokers or any of their respective officers, directors, agents, employees or advisers, or any other person in connection with the Placing, the Company and its subsidiaries or the Placing Shares and that in making its application under the Placing it is relying solely on the information contained in the Announcement and this Appendix and it will not be relying on any agreements by the Company and its subsidiaries or either of the Joint Brokers, or any director, employee or agent of the Company or of either of the Joint Brokers other than as expressly set out in this Appendix, for which neither of the Joint Brokers nor any of their respective directors and/or employees and/or person(s) acting on their behalf shall to the maximum extent permitted under law have any liability except in the case of fraud;
4 each Placee acknowledges that the content of this Announcement and any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement is exclusively the responsibility of the Company and that neither of the Joint Brokers, any of its Affiliates, directors, officers, employees or agents, or any person acting on behalf of either of them has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement or any information previously or subsequently 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, any information previously published by or on behalf of the Company 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 subscribe for the Placing Shares is contained in this Announcement, any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares, and that it has neither received nor relied on any other information given or investigations, representations, warranties or statements made by either of the Joint Brokers or the Company, or any of their respective affiliates or any person acting on behalf of any of them (including in any research report prepared by any of them) and none of the foregoing persons will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any such other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing and that neither of the Joint Brokers nor any of their respective Affiliates have made any representations to it, express or implied, with respect to the Company, the Placing and the Placing Shares or the truth, accuracy, completeness or adequacy of any publicly available information about the Company or any other information that has otherwise been made available to Placees concerning the Company, whether at the date of publication, the date of this Announcement or otherwise, and each of them expressly disclaims any liability in respect thereof. Nothing in this paragraph or otherwise in this Announcement excludes the liability of any person for fraudulent misrepresentation made by that person;
5 each Placee confirms, represents and warrants that it is sufficiently knowledgeable to understand and be aware of the risks associated with, and other characteristics of, the Placing Shares and, among others, of the fact that it may not be able to resell the Placing Shares except in accordance with certain limited exemptions under applicable securities legislation and regulatory instruments;
6 each Placee confirms, represents and warrants, if a company or partnership, that it is a valid and subsisting company or partnership and has all the necessary capacity and authority to execute its obligations in connection with the Placing Participation and confirms, represents and warrants that any person who confirms to either of the Joint Brokers on behalf of a Placee an agreement to subscribe for Placing Shares is duly authorised to provide such confirmation to such Joint Broker;
7 each Placee agrees that the entry into the Placing Agreement or the exercise by the Joint Brokers of any right of termination or any right of waiver exercisable by the Joint Brokers contained in the Placing Agreement or the exercise of any discretion is within the absolute discretion of the Joint Brokers, and neither of the Joint Brokers will have any liability to any Placee whatsoever in connection with any decision to exercise or not exercise any such rights. Each Placee acknowledges that if: (i) any of the conditions in the Placing Agreement are not satisfied (or, where relevant, waived); (ii) the Placing Agreement is terminated; or (iii) the Placing Agreement does not otherwise become unconditional in all respects; the Placing will lapse and such Placee's rights and obligations in relation to the Placing shall cease and determine at such time and no claim shall be made by any Placee in respect thereof;
8 each Placee acknowledges and agrees that neither of the Joint Brokers acts for, and that it does not expect either of the Joint Brokers to have any duties or responsibilities towards, such Placee, including, without limitation, for providing protections afforded to customers or clients of either of the Joint Brokers under the FCA's Conduct of Business Sourcebook or advising such Placee with regard to its Placing Participation and that such Placee is not, and will not be, a customer or client of either of the Joint Brokers as defined by the FCA's Conduct of Business Sourcebook in connection with the Placing. Likewise, neither of the Joint Brokers will treat any payment by such Placee pursuant to its Placing Participation as client money and governed by the FCA's Client Assets Sourcebook;
9 each Placee undertakes and agrees that it will be responsible for any stamp duty or stamp duty reserve tax or securities transfer tax in relation to the Placing Shares comprised in its Placing Participation and that neither of the Joint Brokers nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or securities transfer tax in relation to the Placing Shares comprised in such Placee's Placing Participation;
10 each Placee acknowledges and agrees that the Placing Participation confirmed in writing by email or orally by each Placee to either of the Joint Brokers (in each case as agent for the Company) and further confirmed by the Contract Note is a legally binding contract between it and such Joint Broker and the Company subject to any scaling back, as described above, in the Joint Brokers' absolute discretion and the Terms and Conditions of such Placee's Placing Participation will be governed by, and construed in accordance with, the laws of England and Wales, to the exclusive jurisdiction of whose courts such Placee irrevocably agrees to submit;
11 each Placee agrees that it will ensure delivery and payment is completed in accordance with the settlement instructions set out in the Contract Note and acknowledges and agrees that time shall be of the essence as regards such Placee's obligations pursuant to its Placing Participation;
12 each Placee acknowledges and agrees that it is the responsibility of such Placee (if it is outside of the United Kingdom) to satisfy itself that, in doing so, such Placee complies with the laws and regulations of any relevant territory in connection with its Placing Participation and that it obtains any requisite governmental or other consents and observes any other applicable formalities;
13 each Placee acknowledges and agrees that the Announcement does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, Placing Shares in any jurisdiction in which such an offer or solicitation is unlawful. Accordingly, such Placee acknowledges and agrees that the Placing Shares may not, subject to certain limited exceptions, be offered or sold, directly or indirectly, in or into the United States, any province of Canada or Australia, Japan, Republic of Ireland or the Republic of South Africa or offered or sold to, or for the account or benefit of, a national, citizen or resident of the United States, any province of Canada or Australia, Japan, Republic of Ireland or the Republic of South Africa, in each case subject to limited exemptions, or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction;
14 each Placee acknowledges and agrees that the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or jurisdiction of the United States, or the relevant Canadian, Japan, Republic of Ireland ese, Australian or South African securities legislation and therefore the Placing Shares may not be offered, sold, transferred or delivered directly or indirectly into the United States, Canada, Japan, Republic of Ireland, Australia or the Republic of South Africa or their respective territories and possessions, subject to limited exemptions, and in the case of the United States, pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act and in compliance with United States securities laws;
15 each Placee confirms, represents and warrants that it has complied with all relevant laws of all relevant territories, obtained all requisite governmental or other consents which may be required, in connection with its Placing Participation and complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its offer commitment in any territory and that it has not taken any action or omitted to take any action which will or may result in either of the Joint Brokers, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any territory in connection with the Placing or such Placee's Placing Participation;
16 each Placee confirms, represents and warrants if it is receiving the Placing in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, that it is a person to whom the Placing Shares may be lawfully offered under that other jurisdiction's laws and regulations;
17 each Placee confirms, represents and warrants if it is a resident in any EEA state (other than the United Kingdom), it is (i) a 'qualified investor' within the meaning of article 2(e) of the EU Prospectus Regulation; and (ii) a 'professional client' or an 'eligible counterparty' within the meaning of Article 4(1)(11) and Article 24(2), (3) and (4), respectively, of Directive 2004/39/EC as implemented into national law of the relevant EEA state;
18 each Placee confirms, represents and warrants if it is outside the United Kingdom, neither this Announcement nor any other offering, marketing or other material in connection with the Placing constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for Placing Shares pursuant to the Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and Placing Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;
19 each Placee confirms, represents and warrants if it is a resident in the UK: (i) it is a 'qualified investor' within the meaning of article 2(e) of the UK Prospectus Regulation and (ii) it is a person of a kind described in Article 19 and/or Article 49 of the FPO and it understands that the information contained in this Appendix is only directed at any of the following: (A) persons falling within Article 19 of the FPO having professional experience in matters relating to investments; (B) persons falling within Article 49 of the FPO (including companies and unincorporated associations of high net worth and trusts of high value); (C) persons falling within Article 43(2) of the FPO or (D) persons to whom it would otherwise be lawful to distribute it; and that, accordingly, any investment or investment activity to which this Appendix relates is available to it as such a person or will be engaged in only with it as such a person;
20 each Placee confirms, represents and warrants that it does not have a registered address in and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Placing Shares and it is not acting on a non-discretionary basis for any such person;
21 each Placee confirms, represents and warrants that its subscription for Placing Shares does not trigger, in the jurisdiction in which such Placee is resident or located: (i) any obligation to prepare or file a prospectus or similar document or any other report with respect to such subscription; (ii) any disclosure or reporting obligation of the Company; or (iii) any registration or other obligation on the part of either of the Joint Brokers or the Company;
22 that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities and that it has not taken any action or omitted to take any action which will or may result in either of the Joint Brokers, the Company or any of their respective affiliates acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;
23 each Placee confirms, represents and warrants that if it indicates to a Joint Broker that it wishes to subscribe for EIS Placing Shares that the (i) it is a VCT, subscribing for such VCT/EIS Shares pursuant to the Placing using VCT funds and (ii) the date on which it raised funds was on or after 6 April 2012;
24 each Placee confirms, represents and warrants that if it indicates to a Joint Broker that it wishes to subscribe for EIS Placing Shares that the beneficial owner of such shares will be a 'qualifying investor' within the meaning of section 162 Income Tax Act 2007;
25 each Placee confirms, represents and warrants it is acting as principal and for no other person and that its Placing Participation will not give any other person a contractual right to require the issue or sale by the Company of any Placing Shares;
26 each Placee confirms, represents and warrants that in accepting its Placing Participation it is not applying for registration as, or as a nominee or agent for, a person who is or may be a person mentioned in sections 67 to 72 inclusive and sections 93 to 97 inclusive of the UK Finance Act 1986;
27 each Placee confirms, represents and warrants that, to the extent applicable to it, it is aware of its obligations in connection with the UK version of Market Abuse Regulation (Regulation 596/2014) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), UK Criminal Justice Act 1993, Terrorism Act 2006, Anti-Terrorism Crime and Security Act 2001, Money Laundering Regulations, the Proceeds of Crime Act 2002 and the Financial Services and Markets Act 2000 (each as amended), it has identified its clients in accordance with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and it has complied fully with its obligations pursuant to those Regulations;
28 each Placee acknowledges and agrees that all times and dates in the Announcement and the Terms and Conditions set out in this Appendix may be subject to amendment and that the Joint Brokers will notify it of any such amendments;
29 where it is acquiring the Placing Shares for one or more managed accounts, it represents, warrants and undertakes that it is authorised in writing by each managed account to acquire the Placing Shares for each managed account and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;
30 that if it is a pension fund or investment company, it represents, warrants and undertakes that its acquisition of Placing Shares is in full compliance with applicable laws and regulations;
31 each Placee acknowledges and agrees that no term of the agreement confirmed by the Contract Note shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person other than the Company or the Joint Brokers or any affiliate of the Joint Brokers or any Indemnified Persons (as hereinafter defined);
32 each Placee acknowledges that any of its monies held or received by either of the Joint Brokers will not be subject to the protections conferred by the Financial Conduct Authority ("FCA")'s Client Money Rules;
33 each Placee confirms and agrees that, in connection with any permitted transfer, the Company or the Joint Brokers will have the right to obtain, as a condition to such transfer, a legal opinion of counsel, in form and by counsel satisfactory to the Company or the Joint Brokers, that no Securities Act registration is or will be required along with appropriate certifications by the transferee as to the 'Accredited Investor' status and/or other appropriate matters;
34 each Placee confirms, represents and warrants that it has not distributed, forwarded, transferred or otherwise transmitted the Announcement or any other presentation or offering materials concerning the Placing Shares within the United States, nor will it do any of the foregoing. Such Placee further confirms that it understands that the information in the Announcement, including financial information, may be materially different from any disclosure that would be provided in a United States offering;
35 each Placee confirms, represents and warrants that if it has received any confidential price sensitive information about the Company in advance of the Placing, it has received such information within the market soundings regime provided for in article 11 of MAR and associated delegated regulations and has not: (a) dealt in the securities of the Company; (b) encouraged or required another person to deal in the securities of the Company; or (c) disclosed such information to any person, prior to the information being made publicly available;
36 each Placee confirms, represents and warrants that, in making its investment decision with respect to the Placing Shares:
36.1 it has not relied on the Company or any of its respective affiliates or on any document published by any of them (other than the Announcement);
36.2 it has the ability to bear the economic risk of its investment in the Placing Shares and has no need for liquidity with respect to its investment in the Placing Shares;
36.3 it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits, risks and suitability of investing in the Placing Shares, and is able to sustain a complete loss of any investment in the Placing Shares;
36.4 it has investigated independently and made its own assessment and satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the Placing Shares, including any federal, state and local tax consequences, affecting it in connection with its subscription for and any subsequent disposal of the Placing Shares;
36.5 if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, 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" as defined in Article 2.1(e) of the Prospectus Directive, or in circumstances in which the prior consent of the Joint Brokers has been given to the offer or resale; and
36.6 it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the European Economic Area except in circumstances falling within Article 3(2) of the Prospectus Directive which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive;
37 each Placee acknowledges and agrees that neither of the Joint Brokers, nor any of their respective Affiliates or any person acting on behalf of any of them, is making any recommendations to it, or advising it regarding the suitability or merits of any transactions it may enter into in connection with the Placing and that it is not entitled to the protections afforded to clients of either of the Joint Brokers in connection with the Placing and that neither of the Joint Brokers nor any of their respective Affiliates nor any of their respective officers, directors, employees or advisers shall be liable for any losses (including, without limitation, loss of profit, loss of business or opportunity and special interest or consequential losses), damages or costs of the Placee save as a result of fraud or for death or personal injury;
38 each Placee acknowledges and agrees the Placing does not constitute a recommendation or financial product advice and neither of the Joint Brokers has had regard to its particular objectives, financial situation and needs;
39 each Placee acknowledges that the Company, the Joint Brokers, CREST, the registrar, any transfer agent, any distributors or dealers and their respective affiliates and others will rely on the truth and accuracy of the foregoing warranties, acknowledgements, representations, undertakings and agreements, and agrees to notify the Company and the Joint Brokers promptly in writing if any of its warranties, acknowledgements, representations, undertakings or agreements set out above cease to be accurate and complete and to indemnify and hold harmless on an after-tax basis the Company, the Joint Brokers and any of their respective officers, directors, agents, employees or advisers ("IndemnifiedPersons") from and against any and all loss, damage, liability or expense, including reasonable costs and attorneys' fees and disbursements, which an Indemnified Person may incur by reason of, or in connection with, any representation or warranty made by such Placee as set out above not having been true when made, any misrepresentation made or any failure by such Placee to fulfil any of its undertakings or agreements set out above or any other document such Placee provides to the Company or the Joint Brokers. Such Placee irrevocably authorises each of the Company and each of the Joint Brokers to produce a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby;
40 acknowledges that it irrevocably appoints any member or officer of either of the Joint Brokers 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; each Placee acknowledges that the rights and remedies of each of the Joint Brokers and the Company under these Terms and Conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one right or remedy will not prevent the exercise of the other rights and/or remedies;
41 each Placee acknowledges and agrees that its commitment to subscribe for Placing Shares on the terms set out herein and in the trade confirmation will continue notwithstanding any amendment that may in future be made to the Terms and Conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Joint Brokers' conduct of the Placing;
42 each Placee acknowledges and agrees that in connection with the Placing, the Joint Brokers and any of their respective 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 in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to the Joint Brokers and any of their respective Affiliates acting in such capacity. In addition, either of the Joint Brokers may enter into financing arrangements and swaps with investors in connection with which such Joint Broker may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Neither of the Joint Brokers nor any of their respective Affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;
43 each Placee acknowledges and agrees that none of the Company, the Directors or any of the Company's advisers give any warranty or undertaking that the EIS Placing Shares will qualify for EIS Relief or that the issue of Ordinary Shares to a VCT should be regarded as a qualifying holding for the purposes of the Income Tax Act 2007;
44 each Placee acknowledges and agrees that the Company has not applied for, nor has it received, Advance Assurance from HMRC that the EIS Placing Shares will qualify for EIS Relief nor that the issue of the VCT/EIS Shares to a VCT should be regarded as a qualifying holding for the purposes of the Income Tax Act 2007. Further, none of the Company, the Directors or any of the Company's advisers give any warranty or undertaking that reliefs will be available and not withdrawn at a later date;
45 each Placee authorises and instructs each of the Joint Brokers, the Company and their respective agents to receive and hold any personal data and information of or belonging to the Placee which is received in relation to the Placing, and it consents to the lawful use by each of the Joint Brokers, the Company and their respective agents of such data and information for the purposes of the Placing; and
46 each Placee undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with the Announcement and these Terms and Conditions on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as the Joint Brokers may in their sole discretion determine and without liability to such Placee and such Placee will remain liable 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 (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.
The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of the Company and the Joint Brokers (for their own benefit and, where relevant, the benefit of their respective officers and affiliates and any person acting on their behalf) and are irrevocable. Each Placee, and any person acting on behalf of a Placee, acknowledges that the neither the Company nor the Joint Brokers owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
Responsibility
The Terms and Conditions set out in this Appendix and the Announcement of which it forms part have been issued by the Company and are the sole responsibility of the Company.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
Latest directors dealings
- 2 days ago City of London Investment Group
- 2 days ago Aberdeen Group plc
- 2 days ago NATWEST GROUP
- 2 days ago Ondo Insurtech
- 2 days ago Banco Santander S.A.