Placing to raise £8.1 Million
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT
Oxford BioMedica announces a proposed placing to raise £8.1 Million
Oxford, UK - 23 February 2016: Oxford BioMedica plc ("Oxford BioMedica" or the "Company", together with its subsidiaries, the "Group") (LSE: OXB) is pleased to announce that it intends to raise £8.1 million pursuant to a placing of 128,383,528 new ordinary shares (the "Placing Shares") in the Company at a price of 6.3 pence per Placing Share (the "Offer Price") with both new and existing investors together with the Directors (the "Placing").
Highlights
· 128,383,528 Placing Shares to be issued on a non pre-emptive basis utilising existing shareholder authorities.
· The Offer Price of 6.3 pence per Placing Share represents a 10.0 per cent. discount to the closing price of 7.0 pence per ordinary share in the Company on 22 February 2016 (being the last trading day prior to the date of this announcement).
· The principal purpose of the Placing is to provide adequate working capital for the Group to continue to fund its investment in the Group's product development pipeline and in the development of lentiviral vector manufacturing-related technology to enable it to take advantage of a number of important catalysts expected during 2016.
John Dawson, Chief Executive Officer of Oxford BioMedica, said:
"Oxford BioMedica is increasingly recognised as a world-leading gene and cell therapy company with a pipeline of high value potential product candidates; outstanding capabilities in lentiviral vector technology and manufacturing; and extensive intellectual property; which together have led to important commercial relationships with major companies such as Sanofi, Novartis and GlaxoSmithKline.
"The funds raised as a result of this Placing will help us to build upon our strong position by furthering the development of our product candidates, and continuing to build and invest in our world leading lentiviral manufacturing capabilities. I am looking forward to an exciting year for the Group as we are planning to take OXB-102 and OXB-202 into Phase I/II clinical studies over the next 12 months and we are also in discussions with several parties concerning out-licensing of our intellectual property and further process development and manufacturing contracts to complement our Novartis-related activities."
Jefferies International Limited ("Jefferies") is acting as Sponsor, Global Co-Ordinator and Bookrunner for the Company and WG Partners LLP ("WG Partners") is acting as UK Placement Agent for the Company in connection with the Placing.
|
For further information, please contact: |
|
|
Oxford BioMedica: John Dawson, Chief Executive Officer Tim Watts, Chief Financial Officer
|
Tel: +44 (0)1865 783 000 |
|
Jefferies (Sponsor, Global Co-Ordinator and Bookrunner) Gil Bar-Nahum Simon Hardy Lee Morton Max Jones Nicholas Moore
|
Tel: +44 (0)20 7029 8000 |
|
WG Partners (UK Placement Agent) David Wilson Claes Spång
|
Tel: +44(0)20 3705 9330 |
|
Financial and corporate communications enquiries: Consilium Strategic Communications Mary-Jane Elliott/Matthew Neal/Chris Welsh/Laura Thornton
|
Tel: +44 (0)20 3709 5700 |
|
|
|
Background to and reasons for the Placing
The Group's business model is founded on its expertise and capabilities in the field of lentiviral vectors for use in gene and cell therapy, underpinned by extensive intellectual property ("IP") comprising both patents and know-how. The Directors believe that these foundations are increasingly being recognised through commercial relationships with major companies such as Sanofi, Novartis and GlaxoSmithKline. The business model has three value-creating components:
1. Product development pipeline
2. IP ownership
3. OXB Solutions - a revenue-generating business providing process development and manufacturing services to third parties
The Group continues to make progress in all three areas of the business.
1. Product development pipeline
Steady progress is being made with preparing OXB-102 and OXB-202 for clinical studies expected to start in the next 12 months; and pre-clinical studies for OXB-103 and OXB-302 are continuing with the expectation of results in 2016.
2. IP ownership
The Group is in discussions with several parties concerning the out-licensing of the Group's lentiviral vector IP, and also providing process development and manufacturing services. In some cases, feasibility work is being carried out. The Group is also currently in specific discussions to license its lentiviral vector technology to a third party working on ex vivo therapies in return for an up-front equity stake, development milestones in the form of both cash and equity, and royalties. The relationship would also include the provision of process development and manufacturing services. There can be no certainty that any of these discussions will conclude successfully but, if they do, the Directors believe that they would further endorse the Group's technology and the OXB Solutions business and create further value for shareholders.
3. OXB Solutions
The Group has continued to make substantial progress in developing OXB Solutions:
The Group is continuing to manufacture CTL-019 vector batches for Novartis and the process development activities are proceeding as envisaged by the contract and a second CAR-T programme has recently been added to the collaboration as announced on 29 January 2016. Work is also being carried out on feasibility studies for third parties. As a result, revenues and other operating income have grown substantially in the second half of 2015 and further growth is anticipated in 2016.
In anticipation of further development in the OXB Solutions business from Novartis, other potential customers and Oxford BioMedica's own pipeline requirements, the Group has continued to invest in its facilities with the expansion of the manufacturing and laboratory facilities is nearing completion. The new Yarnton facility was handed over to the Group by the construction contractors in November 2015 and Oxford BioMedica announced in January 2016 that the UK regulator, the Medicines and Healthcare Products Regulatory Agency ("MHRA"), has approved the Yarnton site for Good Manufacturing Practice ("GMP") manufacture. This will effectively double the manufacturing capacity in 2016 compared with 2015. The Harrow House expansion is nearing completion with handover from the contractors expected around the end of the first quarter of 2016 and the construction of the new laboratory complex at Windrush Court should be completed by the end of the first quarter of 2016. The resulting facilities will, in the Board's opinion, be amongst the best in the world and should further enhance Oxford BioMedica as a partner of choice for third parties requiring lentiviral vector manufacture.
Business catalysts
Over the course of the next twelve months the Group anticipates a number of potential business catalysts including:
· Start of recruitment into the OXB-102 Phase I/II study by mid-2016. OXB-102 offers the potential for single application treatment for Parkinson's Disease giving long-term or even permanent efficacy;
· Start of recruitment into the OXB-202 (for corneal graft rejection) Phase I/II study (potentially by the end of 2016/early 2017). In pre-clinical studies, there was shown to be not only a significant reduction in corneal vascularisation, with corresponding reductions in both corneal opacity and immune infiltrates in an aggressive corneal rejection model, but also significant and dose-dependent reduction in corneal opacity and rejection in a second less aggressive and more clinically relevant model of rejection;
· Clinical results from the OXB-301 (cancer vaccine) Phase II mesothelioma and colorectal cancer studies. OXB-301 is currently involved in investigator-led clinical-stage studies. Efficacy was demonstrated in both prophylactic and active treatment models in pre-clinical studies;
· Pre-clinical results from OXB-302 (CAR-T 5T4). OXB-302 is a combination of the Group's LentiVector® and 5T4 platforms and in vivo testing has demonstrated efficacy in an industry standard tumour challenge model. Following demonstration of proof-of-concept, the Group intends to initiate clinical planning;
· Decision as to the next steps for OXB-201, a potential treatment for Wet Age-related Macular Degeneration ("Wet AMD"). The OXB-201 Phase I study provided excellent evidence of the benefits of the Group's LentiVector® technology platform including dose-related sustained protein expression, safety and tolerability. The Group and its advisers can see several possible clinical pathways in Wet AMD and other indications. These options will also be assessed in the light of the other product candidates and the other new opportunities now becoming available to the Group;
· The Group is in discussions with several parties about the out-licensing of the Group's lentiviral vector IP and also the provision of process development and manufacturing services although there can be no certainty that such discussions will lead to definitive agreements. As stated above, the Group is also currently in specific discussions to license its lentiviral vector technology to a third party working on ex vivo therapies in return for an up-front equity stake, development milestones in the form of both cash and equity, plus royalties;
· Novartis has announced its intentions to file the CTL-019 Biologics License Application ("BLA") (end of 2016/early 2017) which, if granted, would increase the probability of future royalty income to the Group and may lead to increased manufacturing demand from Novartis.
The Group anticipates that the net proceeds from the Placing, together with the existing cash resources, will last well into the second half of 2016 by which time several of the business catalysts described above, but not necessarily all of them, are likely to have occurred.
Current trading position
Based on its review of its preliminary unaudited management accounts as at and for the year ended 31 December 2015, the Group estimates its results as set out in the table below. Undue reliance should not be placed on these preliminary results as they are unaudited, have not been finalised, and thus are subject to revision and change. The Group expects to publish its results for year ended 31 December 2015 during the week commencing 25 April 2016.
|
£ million |
Actual |
Expected range |
|
|
|
1st six months 2015 |
2nd six months 2015 |
Full year 2015 |
|
Aggregate revenues and other operating income ("gross income") |
5.8 |
12-13 |
18-19 |
|
Operating loss |
(8.3) |
(7.5-8.5) |
(15.5-16.5) |
|
Loss for the period |
(6.1) |
(7-8) |
(13-14) |
|
|
At 30 June 2015 |
|
At 31 December 2015 |
|
Cash and cash equivalents |
15.1 |
|
9.4 |
|
Debt |
(15.7) |
|
(27.3) |
Aggregate revenues and other operating income ("gross income") for the six months to 30 June 2015 were £5.8 million. Gross income in the second six months of 2015 is expected to be in the range of £12 million to £13 million. The significant increase in the second six months is due primarily to increased Novartis CTL-019 manufacturing volumes (because some of the Group's capacity in the first six months was used to manufacture in-house product candidates), increased income under the Novartis contracts from process development including incentive payments, and work for other third parties.
Despite the higher gross income in the second six months, the operating loss and loss for the period are expected to be similar to the first six months. The operating loss has been impacted by the need to recruit and train additional employees ahead of the new capacity coming on stream at Yarnton, Harrow House and Windrush Court. For example, most of the staff required to operate the new Yarnton facility had been recruited by the middle of the year so that they could be fully trained before the facility became available, so the Group has incurred additional employment and training costs, particularly in the second half of 2015, without any revenues from the Yarnton facility. The Group has also incurred significant business development and related costs in the second half of the year relating to the increasing number of commercial opportunities that the Group has been pursuing. The loss for the second six months has been further impacted by higher interest costs, arising from a full six months of interest on the outstanding balance under the Oberland Facility (as defined below), as well as a slightly lower research and development tax credit because the first six months benefited from an upside arising from the successful completion of the Group's 2014 tax credit claim, which exceeded the estimate included in the Group's 2014 full year financial statements.
Capital expenditure
Since October 2014, the Group has been working on three related capacity expansion projects:
· The acquisition of Windrush Court and the development of the laboratory facilities in the building, expected to be operational by mid-2016
· The establishment of a new manufacturing facility at Yarnton, Oxford, which was approved for GMP manufacture by the MHRA in January 2016 and is now in operation
· The expansion of facilities in Harrow House with a new clean room suite and QC laboratory, which will become available by mid-2016
In aggregate, these three projects have cost the Group almost £20 million from 1 October 2014 to 31 December 2015, and approximately £6 million is expected to be incurred in the first half of 2016 bringing the estimated total completion cost of these projects to around £26 million which has been financed by drawing down $40 million of the Oberland Facility.
Financial outlook and use of proceeds
In 2015, the OXB Solutions business gross income (the aggregate of revenues and other operating income) covered its direct costs but not its share of the Group support overheads, partly due to increasing staff numbers and training costs ahead of the anticipated growth in the business. The Directors anticipate that, based on current and potential future customers in 2016, the OXB Solutions business will see further revenue growth and performance improvements. However, the Group will still incur funding costs associated with the development of proprietary products and technology, which the Directors believe will generate shareholder value in the future.
The Company therefore intends to use the net proceeds of £7.6 million raised pursuant to the Placing to continue to finance the net costs of operations in the business which are not covered by revenues, primarily the direct and indirect costs and support overheads which are incurred in the development of products and technology. The Group anticipates that the net proceeds together with the Group's existing cash resources will last well into the second half of 2016 by which time several of the business catalysts described above, but not necessarily all of them, are likely to have occurred. The Group expects that it will need to raise further equity finance during 2016 in order to finance the investment opportunities created by the catalysts.
Principal terms of the Placing
Oxford BioMedica intends to issue 128,383,528 Placing Shares through the Placing at 6.3 pence per Placing Share to raise gross proceeds of £8.1 million. The Offer Price of 6.3 pence per Placing Share represents a 10.0 per cent. discount to the closing price of an existing ordinary share in the Company of 7.0 pence on 22 February 2016 (being the latest practicable date prior to this announcement). The Placing comprises a fully underwritten offer (save for certain Committed Shares) outside the United States and a private placement by the Company in the United States. Committed Shares are defined in the appendix to this announcement (the "Appendix")
The Placing of 128,383,528 Placing Shares (raising gross proceeds of £8.1 million) will utilise the existing Shareholder authorities put in place at the last annual general meeting of the Company to allot new ordinary shares on a non pre-emptive basis.
The Placing Shares will, when issued and fully paid, rank pari passu in all respects with the existing ordinary shares of 1 pence each in the capital of the Company (the "Ordinary Shares"), including the right to receive dividends and other distributions declared, made or paid on or in respect of such Ordinary Shares after the date of Admission. The Company's total issued share capital following completion of the Placing will consist of 2,702,853,244 Ordinary Shares each with one voting right per share.
Application has been or will be made to the Financial Conduct Authority for the Placing Shares to be admitted to the premium listing segment of the Official List of the UK Listing Authority and to the London Stock Exchange for the Placing Shares to be admitted to trading on its main market for listed securities. It is expected that admission of the Placing Shares will become effective at 8.00 a.m. on 25 February 2016 ("Admission"), and that dealings in the Placing Shares will commence at that time.
The Placing is conditional upon, amongst other things, Admission becoming effective and upon the placing agreement dated 23 February 2016 among the Company, Jefferies and WG Partners (the "Placing Agreement") not being terminated in accordance with its terms. Further details of the Placing Agreement and the terms and conditions of the Placing are set out in the Appendix.).
This announcement and the Appendix (together, the "Announcement"), should be read in its entirety. In particular, your attention is drawn to the "Important Notices" section of this Announcement and to the detailed terms and conditions of the Placing set out in the Appendix. By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement, including the Appendix in its entirety and to be making such offer on the terms and subject to the conditions in it, and to be providing the representations, warranties and acknowledgements contained Appendix.
Expected Timetable of Principal Events
Each of the times and dates in the below timetable is subject to change, in which event details of the new times and/or dates will be notified by an announcement through an RIS.
|
Announcement of Placing |
23 February 2016 |
|
Admission and commencement of dealings in the Placing Shares expected to commence |
8.00 a.m. on 25 February 2016 |
|
CREST accounts expected to be credited for the Placing Shares |
8.00 a.m. on 25 February 2016 |
|
Share certificates for Placing Shares expected to be despatched |
within 14 days of Admission |
Related Party Transaction
As part of the Placing, Vulpes Life Sciences Fund intends to subscribe for 23,809,523 Placing Shares at the Offer Price, conditional upon Admission. Vulpes Life Sciences Fund, being a "substantial shareholder" as defined by the Listing Rules, is managed by Vulpes Investment Management of which Martin Diggle, a Non-executive Director of the Company, is a founder. As such, Vulpes Life Sciences Fund's participation in the Placing constitutes a "smaller related party transaction" falling within Listing Rule 11.1.10 R. Vulpes' interests as a "substantial shareholder" may diverge from those of other shareholders.
The Directors (excluding Martin Diggle) hold 14,402,464 Existing Ordinary Shares representing approximately 0.6 per cent. of the existing issued ordinary share capital of the Company in aggregate. The following Directors (excluding Martin Diggle) intend to subscribe for Placing Shares as follows:
|
Directors |
Number of Existing Ordinary Shares beneficially held at present |
Number of Placing Shares to be held at Admission(1) |
Value of Placing Shares to be held at Admission(1) |
Percentage of enlarged share capital to be held at Admission(1) |
|
Lorenzo Tallarigo(2) |
- |
- |
- |
- |
|
John Dawson |
2,782,829 |
476,190 |
£30,000 |
0.12% |
|
Tim Watts |
5,918,934 |
476,190 |
£30,000 |
0.24% |
|
Peter Nolan |
833,313 |
158,730 |
£10,000 |
0.04% |
|
Paul Blake |
2,624,559 |
158,730 |
£10,000 |
0.10% |
|
Andrew Heath |
1,200,000 |
100,000 |
£6,300 |
0.05% |
|
Nick Rodgers |
1,042,829 |
- |
- |
0.04% |
(1) Assuming the issue of all the Placing Shares
(2) As previously announced Lorenzo Tallarigo will be using one-third of his fees to purchase the Company's shares in the market each month
The Oberland Facility
The Oberland Facility is a $50 million loan facility agreement provided by Oberland Capital Management LLC, announced on 1 May 2015, to provide funds to invest in the Group's capacity expansion and for pipeline advancements and product acquisitions. The loan is repayable not later than 1 May 2022 and may be prepaid at any time. Over the course of the loan term, interest is payable quarterly at an annual interest rate of 9.5 per cent. plus the greater of 1 per cent. and three month LIBOR. In addition to interest, a fee is also payable upon any repayment. The Group is also required to pay an additional amount of 0.35 per cent. of annual worldwide net revenues for eight years commencing 1 April 2017 for each $5 million of loan drawn down over $30 million. This revenue participation may be retired at any time upon payment of an exit fee. In the event that the loan is repaid after the second anniversary of the facility, there may be a true-up payment payable to Oberland in the event that the aggregate of the interest payments, revenue participation payments and exit fee do not in aggregate provide a return of 15% p.a. to Oberland. The Group is required under the Oberland Facility to maintain cash and cash equivalents of not less than $10 million (£7.1 million) while the Oberland Facility is outstanding. The loan facility is secured on the Group's assets.
IMPORTANT NOTICE
This Announcement (including the Appendix) and the information contained in this Announcement is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or within the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan or South Africa, or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.
This Announcement does not constitute or form part of any offer or any solicitation to purchase or subscribe for securities in the United States.
The securities referred to herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the applicable securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, taken up, resold, transferred or delivered, directly or indirectly within, into or in the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offer of securities in the United States.
The Placing Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered or sold, directly or indirectly, in Australia, Canada, Japan or South Africa. There will be no public offering of the Placing Shares in Australia, Canada, Japan or South Africa or elsewhere.
This Announcement has been issued by, and is the sole responsibility, of the Company. This Announcement is not an offer to sell nor a solicitation to buy any securities in any jurisdiction, nor is it a prospectus for the purposes of Directive 2003/71/EC as amended (including amendments by Directive 2010/73/EU, to the extent implemented in the relevant member state) (the "Prospectus Directive"). No prospectus has been or will be prepared or made available in connection with the matters contained in this Announcement and no such prospectus is required under the Prospectus Directive to be published in connection with the Placing. Investors should not subscribe for or purchase any securities referred to in this Announcement except on the basis of information about the Company that is publicly available.
This Announcement is not an invitation nor is it intended to be an inducement to engage in investment activity for the purpose of section 21 of the Financial Services and Markets Act 2000 (as amended) of the United Kingdom ("FSMA"). To the extent that this Announcement does constitute an inducement to engage in any investment activity included within this Announcement, it is directed at and is only being distributed to: (A) persons in member states of the European Economic Area who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive; (B) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49(2) of the Order; and (ii) are "qualified investors" as defined in section 86 of FSMA; and (C) otherwise, to persons to whom it may otherwise be lawful to communicate it to (each a "Relevant Person"). No other person should act or rely on this Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement you represent and agree that you are a Relevant Person.
This Announcement does not constitute, or purport to include the information required of, a disclosure document under Chapter 6D of the Australian Corporations Act 2001 (the "Corporations Act") or a product disclosure statement under Chapter 7 of the Corporations Act and will not be lodged with the Australian Securities and Investments Commission. No offer of securities is made pursuant to this Announcement in Australia except to a person who is (i) either a "sophisticated investor" within the meaning of section 708(8) of the Corporations Act or a "professional investor" within the meaning of section 9 and section 708(11) of the Corporations Act; and (ii) a "wholesale client" for the purposes of section 761G(7) of the Corporations Act (and related regulations) who has complied with all relevant requirements in this respect. No Placing Shares may be offered for sale (or transferred, assigned or otherwise alienated) to investors in Australia for at least 12 months after their issue, except in circumstances where disclosure to investors is not required under Part 6D.2 of the Corporations Act.
Jefferies, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company as Sponsor, Global Co-Ordinator and Bookrunner and no-one else in relation to the Placing, will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Jefferies nor for providing advice in relation to the Placing or arrangements referred to in this Announcement and, apart from the responsibilities and liabilities, if any, which may be imposed on Jefferies by FSMA or the regulatory regime established thereunder, Jefferies accepts no responsibility whatsoever and makes no representation or warranty, express or implied, for or in respect of the contents of this Announcement, including its accuracy, completeness or verification, nor for any other statement made or purported to be made by, on behalf of it, the Company, the Directors or any other person, in connection with the Company, the Placing Shares or the Placing. Jefferies and its directors, officers, employees, advisors and affiliates each accordingly disclaims all and any liability, whether arising in tort, contract or otherwise, which it might otherwise be found to have in respect of this Announcement or any such statement.
WG Partners, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company as UK Placement Agent and no-one else in relation to the Placing, will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of WG Partners nor for providing advice in relation to the Placing or any other transaction or arrangement referred to in this Announcement and, apart from the responsibilities and liabilities, if any, which may be imposed on WG Partners by FSMA or the regulatory regime established thereunder, WG Partners accepts no responsibility whatsoever and makes no representation or warranty, express or implied, for or in respect of the contents of this Announcement, including its accuracy, completeness or verification, nor for any other statement made or purported to be made by, on behalf of it, the Company, the Directors or any other person, in connection with the Company, the Placing Shares or the Placing. WG Partners and its directors, officers, employees, advisors and affiliates each accordingly disclaims all and any liability, whether arising in tort, contract or otherwise, which it might otherwise be found to have in respect of this Announcement or any such statement.
This Announcement may contain forward-looking statements that reflect the Group's current expectations regarding future events, including the clinical development and regulatory clearance of the Group's product candidates, the Group's ability to find partners for the development and commercialisation of its product candidates, the business of the Company, and Director'splans and objectives. the Company considers any statements that are not historical facts as "forward-looking statements". Forward-looking statements involve risks and uncertainties. Actual events could differ materially from those projected herein and depend on a number of factors, including the success of the Group's research strategies, the applicability of the discoveries made therein, the successful and timely completion of pre-clinical and clinical studies with respect to the Group's product candidates, the uncertainties related to the regulatory process, the ability of the Group to identify and agree beneficial terms with suitable partners for the commercialisation and/or development of product candidates, as well as the achievement of expected synergies from such transactions, the acceptance of product candidates by consumers and medical professionals, the successful integration of completed mergers and acquisitions and achievement of expected synergies from such transactions and the ability of the Group to identify and consummate suitable strategic and business combination transactions.
When used in this Announcement the words "estimate", "project", "intend", "aim", "anticipate", "believe", "expect", "should" and similar expressions, as they relate to the Company or the management of the Group, are intended to identify such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement. Neither the Company nor any other member of the Group undertakes any obligation publicly to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, save in respect of any requirement under applicable laws, the Listing Rules, Prospectus Rules, Disclosure and Transparency Rules and other regulations.
Any indication in this Announcement of the price at which the Ordinary Shares in the Company have been subscribed for, or bought or sold, in the past cannot be relied upon as a guide to future performance. No statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. The Placing Shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Placing Shares.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.
APPENDIX - TERMS AND CONDITIONS OF THE PLACING OUTSIDE OF THE UNITED STATES
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING OUTSIDE OF THE UNITED STATES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND AMENDMENTS THERETO (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA"); AND (C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OR ACQUISITION OF ANY SECURITIES IN THE COMPANY.
THE PLACING SHARES (AS DEFINED BELOW) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, TAKEN UP, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED STATES.
EACH PLACEE (AS DEFINED BELOW) SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF ACQUIRING THE PLACING SHARES.
Persons who are invited to and who choose to participate in the placing outside of the United States (save for certain Committed Shares) (the "Reg S Placing") of 59,413,936 new Ordinary Shares in the capital of Oxford BioMedica plc (the "Company") of a nominal value of 1 pence each (the "Reg S Placing Shares"), by making an oral or written offer to take up Reg S Placing Shares, including any individuals, funds or others on whose behalf a commitment to take up Reg S Placing Shares is given ("Placees"), will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix. In particular each such Placee represents, warrants and acknowledges that:
1. it is a Relevant Person (as defined above) and undertakes that it will take up, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; and
2. 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 Reg S Placing Shares taken up by it in the Reg S Placing will not be taken up on a non-discretionary basis on behalf of, nor will they be taken up 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 (as defined above), or in circumstances in which the prior consent of Jefferies International Limited ("Jefferies") has been given to each such proposed offer or resale.
Neither Jefferies or WG Partners LLP ("WG Partners" and, together with Jefferies, the "Banks"), or any of their respective affiliates, agents, directors, officers or employees, makes any representation to any Placees regarding an investment in the Reg S Placing Shares.
Details of the Placing Agreement and the Reg S Placing Shares
The Banks and the Company have today entered into a placing agreement (the "Placing Agreement") pursuant to which each of the Banks has agreed, severally and not jointly and severally, that it will, as agent for and on behalf of the Company, to use its reasonable endeavours to procure Placees for the Reg S Placing Shares at the Placing Price (as defined below) on the terms and subject to the conditions set out in the Placing Agreement.
In addition, the Company intends to enter into subscription agreements directly with certain institutional and sophisticated investors (including in the United States), directors of the Company and its shareholder, Vulpes Life Sciences Fund, pursuant to which such persons will agree to subscribe for new Ordinary Shares at the Placing Price (each, a "Subscription Agreement"). The Company expects to enter into Subscription Agreements in respect of 68,969,592 new Ordinary Shares in the capital of the Company (the "Committed Shares").
Pursuant to the terms of the Placing Agreement, Jefferies has agreed to take up any Reg S Placing Shares for which Placees are not procured at the Placing Price and to underwrite the settlement risk in the event that any Placees procured by either Bank fail to take up their allocation of the Reg S Placing Shares.
The Placing Shares will, when issued and fully paid, rank pari passu in all respects with the existing Ordinary Shares (as defined in this Announcement), including the right to receive dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the date of Admission (as defined below).
Applications for listing and admission to trading
Applications have been or will be made to the Financial Conduct Authority ("FCA") for admission of the Placing Shares to the premium listing segment of the Official List of the UK Listing Authority (the "Official List") and to the London Stock Exchange plc (the "London Stock Exchange") for admission of the Placing Shares to trading on its main market for listed securities (together, "Admission"). It is expected that Admission will become effective on or around 8.00 a.m. on 25 February 2016, and that dealings in the Placing Shares will commence at that time.
The Placing Price
A single price of 6.3 pence per Placing Share (the "Placing Price") will be payable by all Placees and all subscribers of the Committed Shares, representing a 10.0 per cent. discount to the closing price of 7.0 pence per ordinary share on 22 February 2016 (the last business day before the announcement of the Placing). The Placing Price and the number of Placing Shares to be issued pursuant to the Placing have been agreed by the Company and Jefferies, including the level of discount which was determined as a result of the pre-marketing exercise with prospective investors. The Placing Shares will represent approximately 4.7 per cent. of the Company's issued ordinary share capital following Admission.
No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
Participation in, and principal terms of, the Reg S Placing
1. Jefferies is acting as sole bookrunner and agent of the Company and WG Partners is acting as UK placement agent of the Company in connection with the Reg S Placing.
2. Participation in the Reg S Placing will only be available to persons who may lawfully be, and are, invited to participate by the Banks. The Banks and their respective affiliates are entitled to participate in the Reg S Placing as principal.
3. An offer to take up Reg S Placing Shares which has been communicated by a prospective Placee to the Banks which has not been withdrawn or revoked prior to publication of this Announcement will not be capable of variation or revocation following the publication of this Announcement.
4. Each prospective Placee's allocation of Reg S Placing Shares will be determined by Jefferies (in consultation with the Company) and will be confirmed orally or in writing by any of the Banks (as agent for the Company) following publication of this Announcement, and a trade confirmation will be despatched to those Placees thereafter. This oral or written confirmation to such prospective Placee will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of the Banks and the Company to take up the number of Reg S 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.
5. The allocation and commitment of each Placee will be evidenced by a contract note issued to such Placee by either Bank as soon as practicable following such Bank's oral or written confirmation of the relevant Placee's allocation. The terms of this Appendix will be deemed incorporated therein.
6. Irrespective of the time at which a Placee's allocation pursuant to the Reg S Placing is confirmed following publication of this Announcement, settlement for all Reg S Placing Shares to be taken up by Placees pursuant to the Reg S Placing will be required to be made at the same time, on the basis explained below under "Registration and settlement".
7. All obligations under the Reg S Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Reg S Placing" and to the Reg S Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".
8. By participating in the Reg S Placing, each Placee will agree that its rights and obligations in respect of the Reg S Placing will terminate only in the circumstances described below and will not be capable of variation, rescission or termination by the Placee.
9. Except as required by law or regulation, no press release or other announcement will be made by the Banks or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
10. To the fullest extent permissible by law, neither of the Banks or any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither of the Banks or any of their respective affiliates, agents, directors, officers or employees shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the conduct of the Reg S Placing or of such alternative method of effecting the Reg S Placing as Jefferies and the Company may agree.
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 Banks under the Placing Agreement are conditional on, inter alia:
1. none of the representations and warranties of the Company contained in the Placing Agreement being untrue or inaccurate or misleading at any time between the date of the Placing Agreement and Admission by reference to the facts and circumstances from time to time subsisting;
2. the Company not being in breach of any of its obligations under the Placing Agreement, the consequences of which in the good faith opinion of Jefferies are material in the context of the Placing;
3. each Subscription Agreement having been duly executed by the parties thereto and remaining in full force and effect and not having lapsed or been terminated prior to Admission;
4. the Company allotting, subject only to Admission, the Placing Shares to the Placees in accordance with the Placing Agreement; and
5. Admission taking place by not later than 8.00 a.m. (London time) on 25 February 2016.
If (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled (or, where permitted, waived or extended in writing by Jefferies) or become incapable of fulfilment on or before the date or time specified for the fulfilment thereof (or such later date and/or time as the Banks may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Reg S Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
Neither of the Banks or any of their respective affiliates, agents, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision that Jefferies may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision that Jefferies may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Reg S Placing each Placee agrees that any such decision is within the absolute discretion of Jefferies.
Lock-up
The Company will not, and will procure that no Group Company will, at any time between the date of this agreement and the date which is 90 calendar days from the date of Admission without the prior written consent of Jefferies (i) issue, allot, offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, grant, any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or other shares in the capital of the Company or any securities convertible into or exchangeable for Ordinary Shares or other shares in the capital of the Company; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Ordinary Shares or other shares in the capital of the Company, whether any such transaction described in (i) or (ii) above is to be settled by delivery of Ordinary Shares or other shares in the capital of the Company or such other securities, in cash or otherwise, provided that the foregoing shall not prevent or restrict the grant of options under, or the allotment and issue of shares pursuant to options under, any existing employee share schemes of the Company (in accordance with its normal practice).
Right to terminate under the Placing Agreement
Jefferies may, in its absolute discretion, by notice in writing given to the Company terminate the Placing Agreement on behalf of all parties if, inter alia, at any time on or before Admission:
1. the Company breaches any of its obligations under the Placing Agreement which fall to be performed prior to Admission and which have not been waived or extended (if capable of waiver or extension) by Jefferies the consequences of which, in the good faith opinion of Jefferies, are material in the context of the Placing; or
2. there shall have been any change or any development (whether or not foreseeable at the date of the Placing Agreement) that would or would be reasonably likely to cause a change, in or affecting the condition (financial, operational, legal or otherwise), solvency, liquidity position or in the earnings, business affairs or business prospects of Company or the Group, taken as a whole, whether or not arising in the ordinary course of business, the effect of which, in any case, would be material and adverse, the effect of which, in the good faith opinion of Jefferies, makes it impractical or inadvisable to proceed with the Placing; or
3. the occurrence of a market disruption event as specified in the Placing Agreement which, in the good faith opinion of Jefferies, makes it impractical or inadvisable to proceed with the Placing or may adversely impact dealings in the Placing Shares following Admission or is likely materially and adversely to affect the price at which the Ordinary Shares are traded on the London Stock Exchange.
Upon such notice being given, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions.
By participating in the Reg S Placing, Placees agree that the exercise by Jefferies of any right of termination or other discretion under the Placing Agreement shall be within its absolute discretion and that Jefferies does not need to make any reference to Placees and that it shall not have any liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
No Prospectus
No offering document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing and no such prospectus is required (in accordance with the Prospectus Directive) to be published. Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) released by the Company today and any information publicly announced to a Regulatory Information Service ("RIS") by or on behalf of the Company on or prior to the date of this Announcement and subject to the further terms set forth in the contract note to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Reg S Placing, agrees that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company or either of the Banks or any other person and none of the Company, either of the Banks or any of their respective affiliates will be liable for any Placee's decision to participate in the Reg S Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Reg S Placing. Nothing in this paragraph shall exclude or limit the liability of any person for fraudulent misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Reg S Placing Shares following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions. The Banks and the Company reserve the right to require settlement for and delivery of Reg S Placing Shares (or a portion thereof) to Placees in certificated form if delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Each Placee allocated Reg S Placing Shares in the Reg S Placing will be sent a contract note stating the number of Reg S Placing Shares to be allocated to it at the Placing Price and settlement instructions for Admission. Each such Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with the Banks.
On the date of Admission, the Company will deliver the Reg S Placing Shares to a CREST account operated by Jefferies as the Company's agent and Jefferies will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Reg S Placing Shares to that Placee against payment.
It is expected that settlement of the Reg S Placing Shares will be on 25 February 2016 on a T+2 delivery basis in accordance with the instructions set out in the relevant contract note.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Banks.
Each Placee is deemed to agree that, if it does not comply with these obligations, Jefferies may sell any or all of the Reg S Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Banks' account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest, fines or penalties thereon) or other similar taxes imposed in any jurisdiction which may arise upon the sale of such Reg S Placing Shares on such Placee's behalf.
If Reg S 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. Insofar as Reg S 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 Reg S Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees shall not be entitled to receive any fee or commission in connection with the Placing.
Representations and warranties and further terms
By participating in the Reg S Placing, each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with each of the Banks as agent of the Company, in each case as a fundamental term of its application for Reg S Placing Shares, the following:
(a) it has read and understood this Announcement, including this Appendix, in its entirety and that its take up of Reg S Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;
(b) that no offering document or prospectus has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Reg S Placing or the Reg S Placing Shares;
(c) that the Ordinary Shares are listed on the premium listing segment of the Official List of the UK Listing Authority and admitted to trading on the main market of the London Stock Exchange, and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FCA and that it is able to obtain or access such information, or comparable information concerning any other publicly traded company, in each case without undue difficulty;
(d) that none of the Company, the Banks, any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, and none of them will provide, it with any material regarding the Reg S Placing Shares or the Company or any other person other than this Announcement, nor has it requested either of the Banks, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;
(e) unless otherwise specifically agreed with the Banks, that it is not, and at the time the Reg S Placing Shares are taken up by it, neither it nor the beneficial owner of the Reg S Placing Shares will be, within or a resident of Australia, Canada, Japan, South Africa or any other jurisdiction in which it is unlawful to make or accept an offer to take up the Reg S Placing Shares and further acknowledges that the Reg S Placing Shares have not been and will not be registered under the securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions, and that it will not offer or sell any Placing Shares into any of those jurisdictions;
(f) that it (A) is not within the United States and will not be within the United States at the time that any buy order for Placing Shares is originated by it; (B) is acquiring the Reg S Placing Shares in an "offshore transaction" as defined in Regulation S under the US Securities Act of 1933, as amended (the "Securities Act"); and (C) is not acquiring any of the Reg S Placing Shares as a result of any form of "directed selling efforts" (within the meaning of Regulation S under the Securities Act); or
(g) that the Reg S Placing Shares have not been and will not be registered under the Securities Act, or under the securities laws of any state or other jurisdiction of the United States, and that the Reg S Placing Shares are being offered and sold only outside the United States in "offshore transactions" within the meaning of and in reliance on Regulation S under the Securities Act, and that no representation has been made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Reg S Placing Shares;
(h) that the content of this Announcement is exclusively the responsibility of the Company and that neither of the Banks or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has or shall have any 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, including, without limitation, any information required to be published by the Company pursuant to applicable laws (the "Exchange Information") and will not be liable for any Placee's decision to participate in the Reg S Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to take up the Reg S Placing Shares is contained in this Announcement and any information previously published by the Company by notification to a RIS, such information being all that it deems necessary to make an investment decision in respect of the Reg S Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by either of the Banks or the Company and neither of the Banks nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Reg S Placing based on any 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 Reg S Placing. None of the Company, the Banks or any of their respective affiliates has made any representations to it, express or implied, with respect to the Company, the Reg S Placing and the Reg S Placing Shares or the accuracy, completeness or adequacy of the Exchange Information, 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;
(i) that it has complied with its obligations under the Criminal Justice Act 1993, section 118 of FSMA and in connection with money laundering and terrorist financing under the Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 and 2013 of Ireland, the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006, the Money Laundering Regulations 2007 (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;
(j) that it is acting as principal only in respect of the Reg S Placing or, if it is acting for any other person (i) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Company and/or the Banks for the performance of all its obligations as a Placee in respect of the Reg S Placing (regardless of the fact that it is acting for another person);
(k) if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that the Reg S Placing Shares taken up by it in the Reg S Placing will not be taken up on a non-discretionary basis on behalf of, nor will they be taken up with a view to their offer or resale to, persons in a member state of the EEA other than Qualified Investors, or in circumstances in which the prior consent of the Banks has been given to the proposed offer or resale;
(l) that it has not offered or sold and will not offer or sell any Reg S Placing Shares to the public in any member state of the EEA 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 that Directive;
(m) that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Reg S Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
(n) that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Reg S Placing Shares in, from or otherwise involving, the United Kingdom;
(o) if in a member state of the EEA, unless otherwise specifically agreed with the Banks in writing, that it is a Qualified Investor;
(p) if in the United Kingdom, that it is a person (i) having professional experience in matters relating to investments and who falls within the definition of "investment professionals" in Article 19(5) of the Order; or (ii) who is a high net worth entity falling within Article 49(2) of the Order; or (iii) to whom this Announcement may otherwise lawfully be communicated;
(q) if in Australia, that it is (i) a "sophisticated investor" within the meaning of section 708(8) of the Australian Corporations Act 2001 (Cth) (the "Corporations Act") or a "professional investor" within the meaning of section 9 and section 708(11) of the Corporations Act; and (ii) a "wholesale client" as defined in section 761G(7) of the Corporations Act, and the issue of the Reg S Placing Shares to it does not require a prospectus or other form of disclosure document under the Corporations Act;
(r) that no action has been or will be taken by the Company or either of the Banks or any person acting on behalf of the Company or either of the Banks that would, or is intended to, permit a public offer of the Reg S Placing Shares in any country or jurisdiction where any such action for that purpose is required;
(s) that it and any person acting on its behalf is entitled to take up the Reg S 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 any of the Banks, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Reg S Placing;
(t) that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Reg S Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;
(u) that it (and any person acting on its behalf) will make payment for the Reg S Placing Shares allocated to it in accordance with this Appendix on the due time and date set out herein, failing which the relevant Reg S Placing Shares may be placed with other persons or sold as Jefferies may in its absolute discretion determine and without liability to such Placee;
(v) that its commitment to take up Reg S Placing Shares on the terms set out herein and in the relevant contract note will continue notwithstanding any amendment that may in the future be made to the terms of the Reg S 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 Banks' conduct of the Reg S Placing;
(w) that its allocation (if any) of Reg S Placing Shares will represent a maximum number of Reg S Placing Shares which it will be entitled, and required, to take up, and that the Banks or the Company may call upon it to take up a lower number of Reg S Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
(x) that the person whom it specifies for registration as holder of the Reg S Placing Shares will be (i) itself; or (ii) its nominee, as the case may be. None of the Company or either of the Banks will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company and each Bank in respect of the same on an after-tax basis on the basis that the Reg S Placing Shares will be allotted to the CREST stock account of Jefferies who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
(y) that neither of the Banks, 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 of any transactions it may enter into in connection with the Reg S Placing and that participation in the Reg S Placing is on the basis that it is not and will not be a client of either Bank and that neither Bank has any duties or responsibilities to it for providing the protections afforded to such Bank's respective clients or customers or for providing advice in relation to the Reg S Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
(z) that in making any decision to take up the Reg S Placing Shares, it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of taking up the Reg S Placing Shares. It further confirms that it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Reg S Placing. It further confirms that it relied on its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Reg S Placing, including the merits and risks involved, and not upon any view expressed or information provided by or on behalf of either of the Banks;
(aa) that in connection with the Reg S Placing, a Bank and any of its affiliates acting as an investor for its own account may take up Reg S Placing Shares in the Company and in that capacity may take up, retain, purchase or sell for its own account such Ordinary 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 Reg S Placing. Neither of the Banks intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;
(bb) that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such agreements, except that enforcement proceedings in respect of the obligation to make payment for the Reg S Placing Shares (together with any interest chargeable thereon) may be taken by the Company or either of the Banks in any jurisdiction in which the relevant Placee is incorporated or has its principal place of business, or in which any of its securities have a quotation on a recognised stock exchange;
(cc) that the Company, each of the Banks and their respective affiliates and others will rely upon the truth and accuracy of the representations, warranties and acknowledgements set forth herein and which are given to each Bank on its own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises the Company and each of the Banks to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;
(dd) that none of the Company or either of the Banks owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
(ee) that it will indemnify on an after-tax basis and hold the Company, each of the Banks and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) including any VAT thereon arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Reg S Placing;
(ff) that it has neither received nor relied on any inside information concerning the Company in accepting the invitation to participate in the Reg S Placing; and
(gg) if it is a pension fund or investment company, its acquisition of Reg S Placing Shares is in full compliance with applicable laws and regulations.
The foregoing representations, warranties and confirmations are given for the benefit of the Company and the Banks and are irrevocable.
The agreement to allot and issue Reg S Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Reg S Placing Shares in question. Such agreement also assumes that the Reg S Placing Shares are not being taken up in connection with arrangements to issue depositary receipts or to issue or transfer the Reg S Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Reg S Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which none of the Company or either of the Banks will be responsible and the Placees shall indemnify the Company and each of the Banks on an after-tax basis for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify the Banks accordingly.
None of the Company or either of the Banks are liable to bear any transfer taxes that arise on a sale of Placing Shares subsequent to their acquisition by Placees or for transfer taxes arising otherwise than under the laws of the United Kingdom. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises and notify the Banks accordingly. Furthermore, each Placee agrees to indemnify on an after-tax basis and hold each Bank and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.
When a Placee or person acting on behalf of the Placee is dealing with the Banks, any money held in an account with either Bank on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from such Bank's money in accordance with the client money rules and will be used by that Bank in the course of its own business; and the Placee will rank only as a general creditor of that Bank.
All times and dates in this Announcement may be subject to amendment by Jefferies (in its absolute discretion). The Banks shall notify the Placees and any person acting on behalf of the Placees of any changes.
This information is provided by RNS
Latest directors dealings
- 1 day ago Savannah Energy
- 1 day ago Buccaneer Energy PLC
- 1 day ago Savannah Energy
- 1 day ago Carclo
- 1 day ago Schroder Japan Growth Fund