Fundraise of up to £12.4 million
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND 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 IN E-THERAPEUTICS PLC OR ANY OTHER ENTITY IN ANY SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.
7 July 2020
e-therapeutics plc
("e-therapeutics" or the "Company")
Fundraise of up to £12.4 million to expand platform capabilities and asset pipeline
Firm Placing to raise approximately £6.3 million,
Subscription to raise approximately £2.8 million,
Broker Option to raise up to £2.5 million
and
A Retail Offer via the PrimaryBid Platform
e-therapeutics plc (AIM: ETX.L, "e-therapeutics'" or "the Company"), announces a proposed fundraise of up to £12.4 million before expenses by way of a firm placing to institutional and other investors (the "Firm Placing"), together with an associated broker option available to institutional and other investors in the event of additional demand (the "Broker Option") (together, the "Placing"), direct subscriptions with the Company by individual investors based in various overseas jurisdictions (the "Subscription"), and an offer to retail and other investors via the PrimaryBid platform (the "Retail Offer", and together with the Firm Placing, the Broker Option and the Subscription, the "Fundraise"). The net proceeds of the Firm Placing and Subscription will be used to facilitate a number of initiatives to enable the Company's next stage of growth and value creation by expanding the Company's platform capabilities and asset pipeline.
A separate announcement will be made shortly by the Company regarding the Retail Offer and its terms. Those investors who subscribe for New Ordinary Shares pursuant to the Retail Offer will do so pursuant to the terms and conditions of the Retail Offer contained in that announcement. The Subscription Shares will be subscribed for pursuant to the Subscription Letters, rather than pursuant to the terms and conditions of the Placing contained in Appendix I to this Announcement.
Highlights of the Fundraise
· A proposed total Fundraise of up to £12.4 million before expenses, comprising:
o the Firm Placing to raise approximately £6.3 million before expenses through the issue of 52,892,599 new Ordinary Shares (the "Firm Placing Shares") at a price of 12 pence per Firm Placing Share (the "Placing Price"), equating to approximately 16.4 per cent of the Existing Ordinary Shares;
o the Subscription to raise approximately £2.8 million before expenses through the issue of 23,374,994 new Ordinary Shares (the "Subscription Shares") at the Placing Price, equating to approximately 7.2 per cent of the Existing Ordinary Shares;
o the Broker Option, pursuant to which the Company has authorised Numis to raise up to a further £2.5 million before expenses, such Broker Option to be exercisable from the publication of this Announcement to approximately 4:45pm on the 21 July 2020. To the extent that the Broker Option is exercised, new Ordinary Shares issued pursuant to the Broker Option (the "Broker Option Shares") will be issued at the Placing Price; and
o a Retail Offer to be made by the Company via the PrimaryBid platform at the Placing Price, to provide certain existing retail shareholders in the Company and other retail investors with an opportunity to participate in the Fundraise.
· The Placing Price represents a discount of 30.9% to the closing middle market price of 17.4p per Ordinary Share on 6 July 2020, being the latest practicable date prior to the date and time of this Announcement.
· Certain Directors of the Company have agreed to participate in the Firm Placing, contributing in aggregate approximately £266,000.
· The net proceeds of the Firm Placing and Subscription will be used to facilitate a number of initiatives to enable the Company's next stage of growth and value creation by expanding the Company's platform capabilities and asset pipeline.
· Assuming the Broker Option and the Retail Offer are subscribed in full, the new Ordinary Shares shall represent in aggregate up to 32.1 per cent. of the existing Ordinary Shares and up to 24.3 per cent. of the Company's share capital as enlarged by the Fundraise.
· The new Ordinary Shares to be issued under the Fundraise will be allotted by the Company pursuant to existing authorities granted by shareholder approval to allot Ordinary Shares for cash on a non-pre-emptive basis by way of a special resolution passed at the Annual General Meeting.
· None of the Firm Placing, the Subscription, the Broker Option or the Retail Offer is underwritten.
· Numis Securities Limited ("Numis") is acting as Nominated Adviser, sole Bookrunner and sole Broker to the Company in relation to the Placing.
Company overview and reasons for the Fundraise
e-therapeutics aims to transform the drug discovery process by leveraging its computational power and biological expertise to accelerate the path to identifying and developing effective therapies. The Company has developed a proprietary, disease-agnostic platform to produce valuable disease biological insights and potential drug candidates. The Company's Network-driven Drug Discovery ("NDD") technology is founded upon network science, statistics, machine learning and artificial intelligence. NDD has been validated in several areas of biology and yields hit rates, on average, approximately 100-1000x higher than industry standards, and leverages a machine learning-enhanced database of over 15 million compounds. In addition, the Company's Genome Associated Integration Networks ("GAINs") technology represents a proprietary approach to functional genomics and is based on the same methods underpinning the NDD technology. GAINs generates actionable outcomes for novel therapeutic strategies and aims to overcome inherent shortcomings in data interpretation that are currently limiting the potential and use of population genomics data. Furthermore, as announced on 28 May 2020, the Company has expanded into RNA interference (RNAi) as a therapeutic modality. e-therapeutics views RNAi as an area well-suited to harness drug discovery outcomes from its GAINs technology, with the potential to benefit from a high appetite for biopharma partnering on early-stage assets, as demonstrated by a number of precedent deals for RNAi assets across the sector.
The Company aims to maximise the value of its internal platform capabilities through two core channels - entering into platform collaborations with strategic partners and through the generation of in-house datasets to support development candidates. The Company has existing partnerships with Novo Nordisk in Type-2 diabetes and a US-based, top 5 pharmaceutical company in neurodegeneration. As a demonstration of the growth potential for the business, on 10 June 2020, e-therapeutics announced a collaboration agreement with leading biotechnology company Galapagos to identify new therapeutic approaches to modulate a specific mechanism involved in idiopathic pulmonary fibrosis (IPF) and potentially in other fibrotic indications. In the short-term it is expected that the collaboration will make a material contribution to the cash position of the Company, with the Company also being eligible to receive pre-clinical, clinical development and commercial milestone payments. In addition to its partnerships, the Company intends to extract and retain further value from its platform by building an in-house pipeline of assets to provide out-licensing opportunities, through a data-driven and flexible partnering strategy at the right value inflection points.
The Directors believe there is now an opportunity to enable the next stage of its growth and value creation through the proposed Fundraise of up to £12.4 million. The net proceeds of the Fundraise will be used to facilitate a number of initiatives, with a focus on expanding the Company's platform capabilities and asset pipeline, including investing in:
· further developing the Company's informatics platform, including enhancing data and software resources, and streamlining and scaling the existing platform;
· RNAi technology development to build a proprietary platform;
· building and populating an internal pipeline of 2-3 early assets over the next 18 months;
· expanding the team to support the scale-up of the business; and
· relocating the Company's head office in Oxford and opening a new London base.
Ali Mortazavi, Executive Chairman of e-therapeutics, commented:
"I am excited by the potential of e-therapeutics' proprietary platform technologies to meaningfully transform and accelerate the drug discovery process, increasing the probability of bringing better therapies to market. The proposed fundraise will allow us to further invest in these and to expand our in-house capabilities and team. We believe that this will enable us to forge additional collaborations with leading biopharmaceutical companies, such as the recent partnership announced with Galapagos. It will also permit us to begin building our own pipeline against carefully selected targets, which could accrue, over time, significant additional value for the Company and generate out-licensing opportunities. In particular, and as we have recently stated, we believe RNAi is a key modality that is well suited to our business and we will use part of the funds raised to explore translating our learnings from GAINs outcomes into targeted therapeutic strategies using this approach. We are grateful for the support of our existing and new shareholders and look forward to delivering value from our platform."
Details of the Firm Placing
The Company and Numis have today entered into a placing agreement (the "Placing Agreement"), pursuant to which, on the terms and subject to the conditions set out therein, Numis has agreed to use its reasonable endeavours to procure, as the Company's agent, Placees for the 52,892,599 Firm Placing Shares at the Placing Price, raising gross proceeds of approximately 6.3 million for the Company.
The Placing Agreement contains customary undertakings and warranties given by the Company to Numis including as to the accuracy of information contained in this Announcement, to matters relating to the Company and its business and a customary indemnity given by the Company to Numis in respect of liabilities arising out of or in connection with the Fundraise.
The terms and conditions of the Placing are set out in Appendix I to this Announcement.
The Firm Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with each other and with the Existing Ordinary Shares, including, without limitation, as regards the right to receive all dividends and other distributions declared, made or paid after the date of issue.
The Firm Placing is conditional upon, amongst other things, the Firm Placing Shares being admitted to trading on AIM being effective not later than 8.00am on 15 July 2020, or such later time and/or date as the Company and Numis may agree (being not later than 8.00am on 28 July 2020) and the Placing Agreement not having been terminated in accordance with its terms.
The Placing, to the extent it relates to any Broker Option Shares, is conditional on, amongst other things: (i) Admission of the Firm Placing Shares; and (ii) such Broker Option Shares being admitted to trading on AIM no later than 8.00am on 28 July 2020, or such later time and/or date as the Company may agree and the Placing Agreement not having been terminated in accordance with its terms.
Appendix I to this Announcement sets out further information relating to the terms and conditions of the Placing.
No element of the Placing (and for the avoidance of doubt, the Fundraise) is underwritten.
Details of the Broker Option
The Company has also granted the Broker Option to Numis in order to enable Numis to deal with any additional demand under the Placing in the event that requests to participate in the Placing from institutional and certain other permitted investors are received during the period from the date of this Announcement to 4:45p.m. on 21 July 2020. The primary purpose of the Broker Option is to facilitate demand from investors who were unable to participate in the Firm Placing and Subscription. The Broker Option is exercisable by Numis any number of times up to that time and date.
Any Broker Option Shares issued pursuant to the exercise of the Broker Option will be issued on the same terms and conditions as the Firm Placing Shares, which are set out in Appendix I to this Announcement.
The Broker Option may be exercised by Numis in its absolute discretion, but there is no obligation on Numis to exercise the Broker Option or to seek to procure subscribers for any Broker Option Shares pursuant to the Broker Option. The maximum number of Broker Option Shares which may be issued pursuant to the exercise of the Broker Option is 20,833,333. If the Broker Option is exercised, the expected date of admission of the Broker Option Shares to trading on AIM will be announced by the Company in due course.
Details of the Subscription
The Company has entered into subscription agreements with various individual investors based in Singapore, Hong Kong, the UK and Switzerland, pursuant to which the Company has agreed to issue the Subscription Shares to such individual investors, at the Placing Price, raising gross proceeds for the Company of approximately £2.8 million (the "Subscription Letters"). The Subscription Shares will be subscribed for on the basis agreed pursuant to the Subscription Letters, rather than pursuant to the terms and conditions of the Placing contained in Appendix I to this Announcement.
The Subscription Shares, when issued, will be fully paid and will rank pari passu in all respects with each other and with the Existing Ordinary Shares, including, without limitation, as regards the right to receive all dividends and other distributions declared, made or paid after the date of issue.
The Subscription is conditional upon the Admission of the Subscription Shares becoming effective not later than 8.00am on 15 July 2020, or such later time and/or date as the Company may agree (being not later than 8.00am on 28 July 2020). The Subscription is also conditional upon the Placing Agreement becoming unconditional in all respects and not being terminated in accordance with its terms.
Issue of Equity and Admission
An application will be made for the Admission of the Firm Placing Shares, the Subscription Shares and any Retail Shares to trading on AIM and it is expected that such Admission will become effective on or around 15 July 2020.
The Company's total issued share capital following completion of the Firm Placing and the Subscription (but not the Retail Offer and the Broker Option) will consist of 398,695,446 Ordinary Shares (assuming no options are exercised in the period between this announcement and Admission of the Firm Placing Shares and the Subscription Shares). The above figure of 398,695,446 may be used by shareholders as the denominator for the calculations by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company following Admission of the Firm Placing Shares and Subscription Shares. The Company will issue further announcements, in due course, following completion (if any) of the exercise of the Broker Option and the Retail Offer.
Directors' participations
Certain PDMRs (as defined in Article 3(1)(25) of MAR) have agreed to subscribe for Firm Placing Shares pursuant to the Firm Placing. The number of Firm Placing Shares subscribed for by each PDMR and their resulting shareholdings on Admission of the Firm Placing Shares and the Subscription Shares are set out below:
|
Name |
Number of Firm Placing Shares to be subscribed |
Number of Ordinary Shares held on Admission of the Firm Placing Shares and the Subscription Shares |
Percentage of share capital held on Admission of the Firm Placing Shares and the Subscription Shares |
Percentage of share capital held following completion of the Fundraise * |
|
Ali Mortazavi |
1,666,666 |
50,666,666 |
12.7% |
11.9% |
|
Michael Bretherton |
500,000 |
500,000 |
0.1% |
0.1% |
|
Professor Trevor Jones |
50,000 |
966,353 |
0.2% |
0.2 |
*Assuming a take-up in full of the Broker Option and the Retail Offer
Fair and reasonable opinion
Richard Griffiths, and his controlled undertakings ("Richard Griffiths"), which currently hold 96,421,500 Ordinary Shares (representing approximately 29.9 per cent. of the Existing Ordinary Shares), have agreed to subscribe for a total of 22,117,605 Firm Placing Shares pursuant to the Firm Placing. As a consequence of Richard Griffith's current interest in the Company, his proposed participation in the Firm Placing is a related party transaction pursuant to AIM Rule 13. Accordingly, the directors in office upon approval of the Firm Placing consider , having consulted with the Company's nominated adviser, Numis, that the terms of Richard Griffiths' participation in the Firm Placing are fair and reasonable insofar as the Company's shareholders are concerned.
The Takeover Code
As a public company which has its registered office in the United Kingdom and which has its Ordinary Shares admitted to trading on AIM, the Company is subject to the City Code on Takeovers and Mergers (the "Takeover Code"). Under Rule 9 of the Takeover Code, any person who acquires an interest (as such term is defined in the Takeover Code) in shares which, taken together with the shares in which he and persons acting in concert with him are interested, carry 30 per cent. or more of the voting rights in a company which is subject to the Takeover Code, is normally required to make a general offer to all of the remaining shareholders to acquire their shares.
As detailed above, Richard Griffiths currently holds 96,421,500 Ordinary Shares, representing 29.9 per cent. of the Ordinary Shares in issue as at the date of the Announcement. Richard Griffiths is also deemed to be acting in concert with Mike Bretherton, a Non-executive Director of the Company (together the "RG Concert Party"). Richard Griffiths has subscribed in the Firm Placing for more than pro rata to his existing shareholding, such that following Admission of both the Firm Placing Shares and the Subscription Shares, the RG Concert Party's holding of Ordinary Shares will still represent 29.9 per cent. of the issued share capital of the Company.
All Placees and Subscribers have irrevocably undertaken (in the case of Placees, pursuant to the Terms and Conditions of the Placing set out in Appendix I to this Announcement and, in the case of Subscribers, pursuant to the terms and conditions of the Subscription Letters) to subscribe for the relevant Firm Placing Shares or Subscription Shares and to make payment for the same in accordance with the deadlines therein. In the unlikely event that a Subscriber or a Placee defaulted on its legally-binding obligations (including in making payment for the relevant Firm Placing Shares or Subscription Shares), there is a risk that the RG Concert Party might exceed the 30 per cent. threshold and be required to make a mandatory offer pursuant to Rule 9 of the Takeover Code. In the event of such a default, notwithstanding any other right which the Company and/or Numis may have against the subscriber in default, Numis, as agent of the Company, reserves the right to take any such action as may be required in order to ensure that the RG Concert Party's holding does not at any point exceed 29.9 per cent of the issued share capital of the Company. Therefore, in such an event, Numis reserves the right, amongst other things, to extend any date specified herein (including in respect of settlement, registration, payment and Admission) and/or scale back the RG Concert Party's commitment for the Firm Placing and/or otherwise re-allocate Placee's commitments in the Firm Placing as it may determine (subject to agreement with the Company). Any changes to the material terms of the Placing as set out herein shall be notified by the Company via a regulatory information service.
EIS investors
The Company has received advance assurance from Her Majesty's Revenue and Customs ("HMRC") confirming that HMRC believes that it will be able to authorise the Company to issue compliance certificates under Section 204(1) of the Income Tax Act 2007 in respect of the New Ordinary Shares (other than the Broker Option Shares). The Company has not received any advance assurance as regards Venture Capital Trusts, i.e. whether the New Ordinary Shares would be regarded by HMRC as an issue of "eligible shares" (for the purposes of s. 258(2)(a) ITA) or a "qualifying holding" (in accordance with Chapter 4 of Part 6 ITA). Although the Company currently expects to satisfy the relevant conditions for the Enterprise Investment Scheme ("EIS") in respect of the Firm Placing Shares, Subscription Shares and any Retail Shares, neither the Directors nor the Company nor the Company's advisers gives any warranty, representation or undertaking that relief will be available in respect of any investment in the Company, nor do they warrant, represent or undertake that the Company will conduct its activities in a way that qualifies for or preserves its status. Investors considering making a qualifying EIS investment are recommended to seek their own professional advice in order that they may understand how the relief legislation may apply in their individual circumstances.
The capitalised terms used in this Announcement have the meaning set out in Appendix II to this Announcement.
The ticker for the Company's Ordinary Shares is ETX. The Company's LEI is 21380049RHSSJXWKYT18.
This Announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the Fundraise described above, and is disclosed in accordance with the Company's obligations under Article 17 of MAR. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of the Company by Ali Mortazavi, Executive Chairman. In addition, market soundings (as defined in MAR) were taken in respect of the Firm Placing and Subscription with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore, upon publication of this announcement, those persons that received such inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.
This Announcement should be read in its entirety. In particular, your attention is drawn to the "Important Notice" section of this Announcement below and to the detailed terms and conditions of the Placing set out in Appendix I. By choosing to participate in the Fundraise, investors will be deemed to have read and understood this Announcement in its entirety, and 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 be making such offer on the terms and subject to the conditions in it, and to be providing the representations, warranties and acknowledgements contained in Appendix I.
For further information, please contact:
|
e-therapeutics plc Ali Mortazavi, Executive Chairman Laura Roca-Alonso, Chief Business Officer
|
Tel: +44 (0)1993 883 125
|
|
Numis Securities Limited Freddie Barnfield/Duncan Monteith (Nominated Adviser) James Black (Corporate Broking)
|
Tel: +44 (0) 207 260 1000
|
|
FTI Consulting Simon Conway/Stephanie Cuthbert |
Tel: +44 (0) 203 727 1000 |
About e-therapeutics plc
e-therapeutics plc is an Oxford, UK-based company with a powerful computer-based approach to drug discovery, founded on its industry-leading expertise in network biology to fully capture disease complexity. The Company combines network science, machine learning, artificial intelligence, statistics and access to big data with expertise in drug discovery and development to transform the search for new medicines and intervention strategies.
e-therapeutics has developed an in silico laboratory that enables the rapid screening of millions of compounds and the identification of small sub-sets that are enriched for highly active hits. Its proprietary platform also has novel applications in functional genomics, being able to analyse complex genetic datasets, provide a deep understanding of pathological mechanisms and distil actionable insights for the discovery of novel drugs, biomarkers and diagnostics.
e-therapeutics has deployed and validated its disease-agnostic drug discovery platform both in house and with partners, including Novo Nordisk, Galapagos NV and a US-based, top 5 pharmaceutical company.
IMPORTANT NOTICES
This Announcement includes statements, estimates, opinions and projections with respect to anticipated future performance of the Company ("forward-looking statements") which reflect various assumptions concerning anticipated results taken from the Company's current business plan or from public sources which may or may not prove to be correct. These forward-looking statements can be identified by the use of forward looking terminology, including the terms "anticipates", "target", "believes", "estimates", "expects", "intends", "may", "plans", "projects", "should" or "will", or, in each case, their negative or other variations or comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions. Such forward-looking statements reflect current expectations based on the current business plan and various other assumptions and involve significant risks and uncertainties and should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. As a result, prospective investors should not rely on such forward-looking statements due to the inherent uncertainty therein. No representation or warranty is given as to the completeness or accuracy of the forward-looking statements contained in this Announcement. Forward-looking statements speak only as of the date of such statements and, except as required by the Financial Conduct Authority (the "FCA"), the London Stock Exchange, the AIM Rules for Companies (the "AIM Rules") or applicable law, the Company, Numis and any of their respective affiliates (within the meaning of rule 405 under the Securities Act) ("Affiliates") undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. 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.
The New Ordinary Shares to be issued will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.
This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unauthorised or unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdiction.
This Announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire New Ordinary Shares in the United States, Australia, Canada, Japan or South Africa or any jurisdiction in which such offer or solicitation is or may be unlawful. In particular, the New Ordinary Shares referred to in this Announcement have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into the United States absent registration under the Securities Act or an available exemption from the registration requirements under the Securities Act and, in each case, in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction. The Company does not intend to register any portion of the Fundraise in the United States or to conduct a public offering of securities in the United States.
The distribution of this Announcement and the offering of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Numis, or any of their respective Affiliates, that would, or which is intended to, permit a public offer of the New Ordinary Shares in any jurisdiction or the possession or distribution of this Announcement or any other offering or publicity material relating to the New Ordinary Shares in any jurisdiction where action for that purpose is required. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this Announcement comes are required by Numis and the Company to inform themselves about, and observe, any such restrictions.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
Numis is authorised and regulated by the Financial Conduct Authority in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Fundraise or any other matters referred to in this Announcement, and Numis will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Numis or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Fundraise. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Numis will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to New Ordinary Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.
APPENDIX I: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO PARTICIPATE IN THE PLACING
THIS ANNOUNCEMENT, INCLUDING THE IMPORTANT NOTICES SECTION AND THIS APPENDIX (TOGETHER THE "ANNOUNCEMENT"), AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR WITHIN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), 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.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY: (A) IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA, TO PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); (B) IN THE UNITED KINGDOM, TO QUALIFIED INVESTORS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2) (A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) OR (B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR TO ACQUIRE ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT 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. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
No representation or warranty, express or implied, is made or given by or on behalf of the Company or Numis Securities Limited or any of their respective Affiliates or any of such persons' directors, partners (limited or unlimited), officers or employees or any other person as to the accuracy, completeness or fairness of the information or opinions contained in this Announcement and no liability whatsoever is accepted by the Company, Numis or any of such persons' Affiliates, partners (limited or unlimited), directors, officers or employees or any other person for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise arising in connection therewith.
The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or South Africa or any other jurisdiction outside the United Kingdom or to, or for the account or benefit of any national, resident or citizen of Australia, Canada, Japan or South Africa. No public offering of the Placing Shares is being made in any jurisdiction.
Persons who have been invited and who choose to participate in the Placing, by making an oral or written offer to acquire Placing Shares, and any person acting on such person's behalf, will be deemed to have read and understood this Announcement, including its Appendices, in its entirety and to be making such offer on these terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings, contained in this Appendix I. In particular, each such Placee undertakes, represents, warrants and acknowledges (as the case may be) that:
1. it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 2(D) of the Prospectus Regulation, it understands the resale and transfer restrictions set out in this Appendix and 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 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 European Economic Area to Qualified Investors, or in circumstances in which the prior consent of Numis has been given to the offer or resale; and
3. (i) it is not within the United States; (ii) it is not in any jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares; and (iii) it is not acquiring the Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Placing Shares into the United States or any other jurisdiction referred to in (ii) above.
The Company and Numis will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.
No prospectus or admission document will be made available in connection with the matters contained in this Announcement and no such prospectus or admission document is required (in accordance with the Prospectus Regulation or the AIM Rules, respectively) to be published.
All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus. This Announcement does not contain an offer or constitute any part of an offer to the public within the meaning of Sections 85 and 102B of the FSMA or otherwise. This Announcement is not an "approved prospectus" within the meaning of Section 85(7) of the FSMA and a copy of it has not been, and will not be, delivered to the FCA in accordance with the Prospectus Rules or delivered to any other authority which could be a competent authority for the purpose of the Prospectus Regulation. Its contents have not been examined or approved by the London Stock Exchange, nor has it been approved by an "authorised person" for the purposes of Section 21 of the FSMA. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the FSMA does not apply.
Numis is authorised and regulated in the United Kingdom by the FCA. Numis is acting exclusively for the Company and no one else in connection with the Placing and it will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.
This Announcement is being issued by and is the sole responsibility of the Company. 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 Numis (apart from the responsibilities or liabilities that may be imposed by the FSMA or the regulatory regime established thereunder) or by any of its Affiliates or agents or by any of its directors, partners (limited or unlimited), officers, employees, advisers, representatives or shareholders (collectively, "Representatives") for the contents of the information contained in this Announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers and liability whether arising in tort, contract or otherwise therefore is expressly disclaimed.
This Announcement does not constitute a recommendation concerning any investors' options with respect to the Placing. Investors and prospective investors should conduct their own investigation, analysis and evaluation of the business and information described in this Announcement. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to subscribe for Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by Numis.
DETAILS OF THE PLACING
Numis has entered or will today enter into the Placing Agreement with the Company under which, subject to certain conditions, Numis, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Firm Placing Shares at the Placing Price.
The Placing Agreement contains customary warranties given by the Company to Numis as to matters relating to the Company and its business and a customary indemnity given by the Company to Numis in respect of liabilities arising out of or in connection with the Placing.
In addition, the Company has granted the Broker Option to Numis in order to enable it to deal with any additional demand under the Placing in the event that requests to participate in the Placing from Relevant Persons are received during the period from the date of this Announcement to 4.45 p.m. on 21 July 2020. This period is capable of being extended with the agreement of the Company and Numis.
The Broker Option is exercisable on one or more occasion at any time prior to 4:45 p.m. on 21 July 2020 (unless so extended by agreement between the Company and Numis). Any Broker Option Shares issued pursuant to the exercise of the Broker Option will be issued on the same terms and conditions as the Firm Placing Shares. There is no obligation on Numis to exercise the Broker Option or to seek to procure subscribers for Broker Option Shares pursuant to the Broker Option. The maximum number of Broker Option Shares that may be issued pursuant to the exercise of the Broker Option is 20,833,333. The maximum number of Placing Shares (being both the Firm Placing Shares and Broker Option Shares) that may be issued pursuant to the Placing is accordingly 73,725,932.
All Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive dividends and other distributions declared or made after the date of issue of the Placing Shares. The Placing Shares will be issued free of any encumbrance, lien or other security interest.
No element of the Placing is being underwritten.
The Company is separately carrying out the Retail Offer using PrimaryBid, which, for the avoidance of doubt, is not part of the Placing and is the sole responsibility of the Company. Numis has no responsibilities, obligations, duties or liabilities (whether arising pursuant to any contract, law, regulation, or tort) in relation to the same.
APPLICATION FOR ADMISSION
Application will be made to the London Stock Exchange for admission to trading of the Placing Shares on AIM.
It is expected that Admission of the Firm Placing Shares to trading on AIM will become effective on or around 8.00 a.m. on 15 July 2020 and that dealings in the Firm Placing Shares will commence at that time.
PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING
1. Numis is acting as sole bookrunner and agent for the Company in connection with the Placing and Admission of the Placing Shares.
2. Participation in the Placing is only available to persons who may lawfully be, and are invited to, participate in the Placing by Numis. Numis and its Affiliates are each entitled to participate in the Placing as principal. No element of the Placing is being underwritten.
3. The Placing Price is a fixed price of 12 pence per Placing Share. No commissions will be paid to Placees or by Placees in respect of any of the Placing Shares.
4. Each prospective Placee's allocation will be confirmed to prospective Placees orally by Numis or one of its Affiliates, and a contract note or electronic trade confirmation will be dispatched as soon as practicable thereafter and the terms of this Appendix will be deemed incorporated into the contract note or trade confirmation. That oral confirmation shall constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to acquire the number of Placing Shares allocated to it at the Placing Price on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association and each Placee will be deemed to have read and understood this Announcement (including this Appendix) in its entirety. An offer to acquire Placing Shares which has been communicated by a prospective Placee to Numis and which has not been withdrawn or revoked prior to publication of this Announcement shall not be capable of withdrawal or revocation immediately following the publication of this Announcement without the consent of Numis. Numis and the Company reserve the right to scale back or otherwise reallocate the number of Firm Placing Shares to be allotted to any Placee in those circumstances set out under the heading, "The Takeover Code" in the Announcement.
5. Numis shall be under no obligation to exercise the Broker Option or to seek to procure subscribers for Broker Option Shares pursuant to the Broker Option.
6. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Firm Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
7. 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 "Termination of the Placing Agreement".
8. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Numis, to pay as principal to Numis (or as it may direct) in cleared funds immediately on the settlement date an amount equal to the product of the Placing Price and such number of Placing Shares that such Placee has agreed to subscribe for and the Company has agreed to allot and issue to that Placee.
9. By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
10. To the fullest extent permitted by law and applicable FCA rules, neither (i) Numis, (ii) Numis' directors, partners (limited or unlimited), officers, employees or consultants, or (iii) to the extent not contained with (i) or (ii), any person connected with (as defined in FSMA) Numis, shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any person other than the Company in respect of the Placing.
CONDITIONS OF THE PLACING
The Placing of the Firm Placing Shares is conditional upon the Placing Agreement in respect of the Firm Placing Shares becoming unconditional and not having been terminated in accordance with its terms. Numis' obligations under the Placing Agreement in respect of the Firm Placing Shares are conditional on, amongst other things:
1. the Placing Agreement not having been terminated prior to Admission of the Firm Placing Shares;
2. in the sole opinion of Numis (acting reasonably), the Company having complied with its material obligations under the Placing Agreement (to the extent that such obligations fall to be performed prior to Admission of the Firm Placing Shares);
3. the Firm Placing Shares having been allotted, conditional only on their Admission;
4. the warranties in the Placing Agreement being true and accurate and not misleading as of the date of the agreement and at all times up to Admission of the Firm Placing Shares, as though they had been given and made at such times by reference to the facts and circumstances then subsisting, and no matter having arisen prior to Admission of the Firm Placing Shares which might reasonably be expected to give rise to a claim under the indemnity;
5. no material adverse change having occurred since the date of the Placing Agreement whether or not it is foreseeable as at such date;
6. Admission of the Firm Placing Shares having occurred not later than 8.00 a.m. on 15 July 2020 or such later date as the Company and Numis may agree, but in any event not later than 8.00 a.m. on 28 July 2020.
If any condition in the Placing Agreement relating to the Firm Placing Shares becomes incapable of being, or is not, fulfilled (save, where applicable, where waived by Numis) by the relevant time specified (or such later time and/or date as the Company and Numis may agree), then the Placing Agreement will terminate in accordance with its terms, the Placing will not proceed and the Placee's rights and obligations hereunder in relation to the Firm 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.
The Placing of the Broker Option Shares is subject to there being sufficient additional demand for Placing Shares and it is conditional upon the Placing Agreement in respect of the Broker Option Shares becoming unconditional and not having been terminated in accordance with its terms. Numis' obligations under the Placing Agreement in respect of the Broker Option Shares are conditional on, amongst other things:
1. the conditions in respect of the Firm Placing Shares having been satisfied;
2. in the sole opinion of Numis (acting reasonably), the Company having complied with its material obligations under the Placing Agreement (to the extent that such obligations fall to be performed prior to Admission of the relevant Broker Option Shares);
3. the relevant Broker Option Shares having been allotted, conditional only on their Admission;
4. the warranties in the Placing Agreement being true and accurate and not misleading as of the date of the agreement and at all times up to Admission of the relevant Broker Option Shares, as though they had been given and made at such times by reference to the facts and circumstances then subsisting, and no matter having arisen prior to Admission of the relevant Broker Option Shares which might reasonably be expected to give rise to a claim under the indemnity;
5. no material adverse change having occurred since the date of the Placing Agreement whether or not it is foreseeable as at such date;
6. Admission of the relevant Broker Option Shares having occurred not later than 8.00 a.m. on 28 July 2020 or such later date as the Company and Numis may agree.
If any condition in the Placing Agreement relating to the Broker Option Shares becomes incapable of being, or is not, fulfilled (save, where applicable, where waived by Numis) by the relevant time specified (or such later time and/or date as the Company and Numis may agree), then the Placing Agreement will terminate in accordance with its terms, the Placing of the relevant Broker Option Shares will not proceed and the Placee's rights and obligations hereunder in relation to the Broker Option Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.
Numis may in its absolute discretion and upon such terms as it thinks fit, waive fulfilment by the Company of all or any of any the conditions in the Placing Agreement, save that the conditions in respect of the both the Firm Placing Shares and the Broker Option Shares numbered 3 and 6 above, relating to the allotment and issuance of the relevant Placing Shares and Admission thereof, may not be waived. Any such waiver or extension of the time and/or date for the satisfaction of any condition to the Placing will not affect the Placees' commitments as set out in this Announcement.
Neither Numis nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Company and Numis.
TERMINATION OF THE PLACING AGREEMENT
Numis may in its absolute discretion, but following consultation with the Company, any time before the later of: (i) Admission of the Firm Placing Shares; and (ii) Final Admission, terminate its obligations under the Placing Agreement immediately upon giving notice to the Company, in the event that any of the following events occurs:
1. in the sole opinion of Numis (acting reasonably), the Company is in breach of any of its obligations under the Placing Agreement or if commits a breach of the rules and regulations of the FCA and/or London Stock Exchange and/or the AIM Rules, FSMA, EU Market Abuse Regulation 596/2014, the Prospectus Regulation or any other applicable law in a respect which is material (in the opinion of Numis, acting reasonably) in the context of the Placing and Admission; or
2. it comes to the notice of Numis that any statement contained in this Announcement and certain other documents was untrue, incorrect or misleading at the date of such document in a respect which is material (in the opinion of Numis, acting reasonably) in the context of the Placing and Admission; or
3. it comes to the notice of Numis that any statement contained in in this Announcement and certain other documents has become untrue, incorrect or misleading in any respect or that any matter has arisen which would, if the Placing were made at that time, constitute an inaccuracy or omission therefrom in a respect which is material (in the opinion of Numis, acting reasonably) in the context of the Placing and Admission; or
4. it comes to the notice of Numis that any of the warranties given by the Company was not at the date of the Placing Agreement true and accurate in any respect; or
5. it comes to the notice of Numis that a matter has arisen which is likely to give rise to a claim under any of the indemnities given by the Company; or
6. any of the warranties, given by the Company by reference to the circumstances prevailing from time to time has ceased to be true and accurate in any respect; or
7. in the opinion of Numis there shall have occurred any material adverse change (whether or not foreseeable at the date of the Placing Agreement).
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 Placing, Placees agree that the exercise by Numis of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Numis and that it need not make any reference to Placees and that neither Numis nor the Company (or its directors, officers or employees) shall have any liability to Placees whatsoever in connection with any such exercise.
RESTRICTION ON FURTHER ISSUES OF SHARES
The Company has undertaken that for a period of 180 days following Admission of the Firm Placing Shares, it will not without the prior consent of Numis (such consent not to be unreasonably withheld or delayed) issue any shares or options to subscribe for any shares (other than options granted pursuant to any employee share schemes adopted by the Company) or securities convertible or exchangeable into shares or enter into any agreement or undertaking to do so other than pursuant to the Retail Offer.
NO PROSPECTUS
The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No offering document or prospectus has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) and the Exchange Information (as defined below), and subject to the further terms set forth in the contract note to be provided to individual prospective Placees.
Each Placee, by participating in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company or Numis or any other person and neither Numis nor the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial and other position of the Company in accepting a participation in the Placing. No Placee should consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own attorney, tax advisor and business advisor for legal, tax and business advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
REGISTRATION AND SETTLEMENT
Settlement of transactions in the Placing Shares (ISIN: GB00B2823H99) following their Admission will take place within CREST, subject to certain exceptions. Numis and the Company reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees in certificated form if, in Numis' and the Company's opinion, delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent a contract note or electronic trade confirmation stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Numis and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with Numis.
The Company will deliver the Placing Shares to a CREST account operated by Numis as agent for the Company and Numis will enter its delivery (DEL) instruction into the CREST system. Numis will hold any Placing Shares delivered to this account as nominee for the Placees. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.
It is expected that settlement of the Firm Placing Shares will take place on 15 July 2020 on a DVP basis in accordance with the instructions set out in the 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 Numis.
Each Placee is deemed to agree that, if it does not comply with these obligations, Numis may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Numis' 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 between the net proceeds of such sale and the placing proceeds of such Placing Shares and will be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placee's Placing Shares on its behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note or electronic trade confirmation (as applicable) is copied and delivered immediately to the relevant person within that organisation.
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. If there are any circumstances in which any stamp duty or stamp duty reserve tax (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares) neither Numis nor the Company will be responsible for the payment thereof.
Placees will not be entitled to receive any fee or commission in connection with the Placing.
REPRESENTATIONS AND WARRANTIES
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, undertakes, represents, warrants and agrees (as the case may be) with Numis (in its capacity as sole bookrunner and as agent of the Company, in each case as a fundamental term of its application for Placing Shares) that:
1. it has read and understood this Announcement (including the Appendices) in its entirety and its subscription for Placing Shares is subject to and based on the terms and conditions of the Placing as referred to and included in this Announcement and undertakes not to redistribute or duplicate this Announcement;
2. no offering document or prospectus has been prepared in connection with the Placing and that it has not received and will not receive a prospectus or other offering document in connection with the Placing or the Placing Shares;
3. the Ordinary Shares are admitted to trading on the AIM market of the London Stock Exchange, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the London Stock Exchange and/or the FCA (collectively "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information or comparable information concerning any other publicly traded company without undue difficulty;
4. (i) it has made its own assessment of the Company, the Placing Shares and the terms and conditions of the Placing and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and has satisfied itself that the information is still current; (ii) neither of Numis, the Company, any of their respective Affiliates or any person acting on behalf of any of them has provided, or will provide, it with any material regarding the Placing Shares in addition to this Announcement; and (iii) it has not requested Numis or the Company or any of their respective Affiliates or any person acting on behalf of any of them to provide it with any such information;
5. the content of this Announcement is exclusively the responsibility of the Company and that neither of Numis nor any of its Affiliates nor any person acting on its or their behalf has or shall have any liability for any information, representation or statement contained in this Announcement nor any information previously or concurrently published by or on behalf of the Company or any other written or oral information made available to or publicly available or filed information or any representation, warranty or undertaking relating to the Company, and will not be liable for its decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement or elsewhere, provided that nothing in this paragraph shall exclude any liability of any person for fraud;
6. the only information on which it has relied in committing itself to acquire Placing Shares is that contained in this Announcement and any Exchange Information and that it has not received or relied on any information given or any representations, warranties or statements, express or implied, made by Numis or the Company or any of their Affiliates or any person acting on behalf of any of them and none of Numis or the Company, any of their Affiliates or any person acting on behalf of any of them will be liable for its decision to accept an invitation to participate in the Placing based on any information, representation, warranty or statement other than that contained in this Announcement and any Exchange Information;
7. it has neither received nor relied on any "inside information" as defined in MAR concerning the Company in accepting this invitation to participate in the Placing and is not subscribing for or purchasing Placing Shares on the basis of any inside information;
8. it has the funds available to pay for the Placing Shares it has agreed to acquire and acknowledges, agrees and undertakes that it will pay the total price per Placing Share in accordance with the terms of this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other placees or sold at such price as Numis determines;
9. it: (i) is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions; (ii) has fully observed such laws; (iii) has the requisite capacity and authority and is entitled to enter into and to perform its obligations to acquire Placing Shares and will honour such obligations; and (iv) has obtained all necessary consents and authorities (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) to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares;
10. it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired will not be, a resident of, or with an address in, the United States, Australia, Canada, Japan or South Africa, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of the United States, Australia, Canada, Japan or South Africa and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;
11. if in the United Kingdom, it is a person of a kind described in (i) Article 19(5) (Investment Professionals) and/or 49(2) (high net worth companies etc.) of the Order or another person to whom this Announcement and any invitation to engage in investment activity may lawfully be communicated, and it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
12. 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 Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by Numis in its capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;
13. it is aware of and acknowledges that it has complied with and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;
14. if in a member state of the EEA, it is a Qualified Investor within the meaning of the Prospectus Regulation;
15. it will not make any offer to the public of the Placing Shares and has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or elsewhere in the European Economic Area prior to Final Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in the United Kingdom or any other member state of the European Economic Area within the meaning of the Prospectus Regulation;
16. it has not been engaged to acquire the Placing Shares on behalf of any other person who is not a Qualified Investor unless the terms on which it is engaged enable it to make decisions concerning the acceptance of offers of transferable securities on the client's behalf without reference to the client as described in section 86(2) of FSMA;
17. if in the United Kingdom, it is aware of and acknowledges that it is required to comply and has complied with its obligations in connection with money laundering under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;
18. if a financial intermediary, as that term is used in Article 2(D) of the Prospectus Regulation, the 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 a member state of the EEA other than Qualified Investors, or in circumstances in which the prior consent of Numis has been given to the proposed offer or resale;
19. it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993 and all applicable provisions of FSMA, the EU Market Abuse Regulation 596/2014 and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;
20. the allocation, allotment, issue and delivery to it, or the person specified by it for registration as a holder of Placing Shares, will not give rise to a stamp duty or stamp duty reserve tax liability, including under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that no instrument under which it acquires Placing Shares (whether as principal, agent or nominee) would be subject to stamp duty or the increased rates referred to in those sections and that it, or the person specified by it for registration as a holder of Placing Shares, is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability or in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;
21. it, or the person specified by it for registration as a holder of the Placing Shares, will be liable for any stamp duty or stamp duty reserve tax and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto), if any, payable by it or any other person on the acquisition by it or them of any of the Placing Shares or the agreement to acquire the Placing Shares and acknowledges and agrees that none of Numis or the Company, any of their respective Affiliates or any person acting on behalf of them will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement, including as may arise on a sale of Placing Shares subsequent to their acquisition by it or them. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing, and agrees to indemnify the Company and Numis on an after‑tax basis in respect of the same, on the basis that the Placing Shares will be allotted to the CREST stock account of Numis who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
22. none of the Company, Numis nor any of its Affiliates nor any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that its participation in the Placing is on the basis that it is not and will not be a client of Numis and that Numis has no duties or responsibilities to it for providing the protections afforded to its clients or customers under the rules of the FCA, for providing advice in relation to the Placing, 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;
23. in order to ensure compliance with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, Numis (for itself and as agent on behalf of the Company) or the Company's registrar may, in their absolute discretion, require verification of its identity. Pending the provision to Numis' or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Numis' or the Company's registrars' absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be retained at Numis' or the Company's registrars', as the case may be, absolute discretion. If, within a reasonable time after a request for verification of identity, Numis (for itself and as agent on behalf of the Company) or the Company's registrar has not received evidence satisfactory to them, Numis and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
24. Numis may, and its Affiliates acting as an investor for its or their own account(s) may, acquire and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by Numis and/or any of its Affiliates acting as an investor for its or their own account(s). Neither Numis nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;
25. these terms and conditions and any agreements entered into by it pursuant to these terms and conditions, and all non-contractual or other obligations arising out of or in connection with them, 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 contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Numis in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;
26. the Company and Numis and Numis' Affiliates and others will rely upon the truth and accuracy of the foregoing agreements, acknowledgements, representations, warranties and undertakings which are given to Numis, on its own behalf and on behalf of the Company, and are irrevocable;
27. it irrevocably appoints any duly authorised officer of Numis as its agent for the purpose of executing and delivering to the Company and/or its registrar any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares which it agrees to acquire or purchase upon the terms of this Announcement;
28. it will indemnify on an after tax basis and hold the Company, Numis and their respective Affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, undertakings, agreements and acknowledgements in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
29. it (i) has knowledge and experience in financial, business and international investment matters and is required to evaluate the merits and risks of subscribing for the Placing Shares; (ii) is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with the Placing; and (iii) has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its acquisition of Placing Shares;
30. its commitment to acquire Placing Shares on the terms set out herein and in the contract note or electronic trade confirmation will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;
31. Numis does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement; and
32. it acknowledges that no action has been or will be taken by any of the Company or Numis or any person acting on behalf of the Company or Numis that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;
Additional representations and warranties relating to US securities laws
33. it understands, and any account it represents has been advised that: (i) the 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 are being offered in a transaction not involving any public offering in the United States; (ii) the Placing Shares are being offered and sold pursuant to Regulation S under the Securities Act or in a transaction exempt from the registration requirements under the Securities Act; and (iii) the Placing Shares may not be reoffered, resold, pledged or otherwise transferred except pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act;
34. if relevant, it is a person located outside the United States and (i) is acquiring the Placing Shares in an "offshore transaction" (as defined in, and in accordance with Regulation S) and (ii) will not offer or sell, directly or indirectly, any of the Placing Shares except in an "offshore transaction" as defined in, and in accordance with, Regulation S or in the United States pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act;
35. it is not subscribing for any Placing Shares as a result of (i) any "directed selling efforts" as that term is defined in Regulation S under the Securities Act or (ii) any form of "general solicitation or general advertising" within the meaning of Regulation D under the Securities Act;
36. it is not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for Placing Shares is given;
37. it will notify any transferee to whom it subsequently reoffers, resells, pledges or otherwise transfers the Placing Shares of the foregoing restrictions on transfer;
38. 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 Placing Shares.
The representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix are given to Numis for itself and on behalf of the Company and are irrevocable. The Company, Numis and their respective Affiliates, agents, directors, officers and employees and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations, warranties and agreements and it agrees that if any of the acknowledgements, representations, warranties and agreements made in connection with its acquiring of Placing Shares is no longer accurate, it shall promptly notify the Company and Numis. It irrevocably authorises Numis and the Company 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 out herein.
The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, UK stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Numis will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and/or Numis in the event that any of the Company and/or Numis has incurred any such liability to UK stamp duty or stamp duty reserve tax. If there are any such agreements, each Placee should seek its own advice and notify Numis accordingly.
Each Placee and any person acting on behalf of each Placee, acknowledges and agrees that Numis or any of its Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with Numis, any money held in an account with Numis 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 and agrees 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 Numis' money in accordance with the client money rules and will be used by Numis in the course of its own business; and the Placee will rank only as a general creditor of Numis (as applicable).
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
All times and dates in this Announcement may be subject to amendment. Numis shall notify the Placees and any person acting on behalf of a Placee of any changes.
APPENDIX II: DEFINITIONS
The following definitions apply throughout this Announcement unless the context otherwise requires:
"Admission" means admission of the relevant New Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules;
"AIM" means the market of that name operated by the London Stock Exchange;
"AIM Rules" means the AIM Rules for Companies;
"Announcement" means this announcement and its appendices;
"Annual General Meeting" means the annual general meeting of the Company which was held on 2 June 2020;
"Application" the application to be made to the London Stock Exchange for Admission of the Placing Shares;
"Board" or "Directors" means the directors of the Company;
"BrokerOption" means the option granted by the Company to Numis pursuant to the Placing Agreement to allow it to require the Company to issue and allot the Broker Option Shares to Placees following the date of this Announcement pursuant to the Placing;
"BrokerOption Shares" means up to 20,833,333 New Ordinary Shares (if any) to be allotted and issued by the Company to Placees following the exercise of the Broker Option by Numis;
"Business Day" means a day (excluding Saturdays, Sundays or public holidays in England and Wales) on which banks generally are open in London for the transaction of business;
"certificated" or "in certificated form" means where a security is not held in uncertificated form (i.e. not in CREST);
"Company" means e-therapeutics plc;
"CREST" means the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations);
"CREST Regulations" means the Uncertificated Securities Regulations 2001 (SI 2001/3755), including any enactment or subordinate legislation which amends or supersedes those regulations and any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force;
"Enlarged Share Capital" means the issued ordinary share capital of the Company as enlarged by the issue of the New Ordinary Shares pursuant to the Fundraise (assuming full take up under the Broker Option and the Retail Offer);
"Euroclear" means Euroclear UK & Ireland Limited, the operator of CREST;
"Existing Ordinary Shares" means the 322,427,853 existing Ordinary Shares in issue as at 6 July 2020 (being the latest practicable date prior to publication of this Announcement);
"FCA" means the Financial Conduct Authority of the United Kingdom;
"Final Admission" means the Admission of the final tranche of any Broker Option Shares;
"FirmPlacing" means the placing of the Firm Placing Shares as described herein;
"Firm Placing Shares" means the 52,892,599 new Ordinary Shares to be issued by the Company pursuant to the Placing;
"FSMA" means the Financial Services and Markets Act 2000 (as amended);
"London Stock Exchange" means London Stock Exchange plc;
"New Ordinary Shares" means, together, the Firm Placing Shares, the Subscription Shares, the Broker Option Shares and the Retail Shares;
"Numis" Numis Securities Limited;
"Order" means the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended;
"Ordinary Shares" means the ordinary shares of 0.1 penny each in the capital of the Company;
"Placees" means Relevant Persons who subscribe for the Placing Shares pursuant to the Placing;
"Placing" means the placing of the Placing Shares as described herein;
"Placing Agreement" means the agreement relating to the Placing dated today's date made between the Company and Numis;
"Placing Price" means 12 pence per Placing Share;
"Placing Shares" means the Firm Placing Shares and the Broker Option Shares (if any);
"PrimaryBid" means PrimaryBid Limited;
"Prospectus Regulation" means the Directive of the European Parliament and of the Council of the European Union 2017/1129;
"Regulation S" means Regulation S under the Securities Act;
"Relevant Persons" means a) persons in member states of the European Economic Area who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation; and (b) in the United Kingdom, persons who (i) have professional experience in matters relating to investments and fall within article 19(5) of the Order; or (ii) are persons falling within article 49(2)(a) to (d) of the Order or (iii) who are otherwise lawfully permitted to participate in the Placing;
"Retail Offer" the separate offer to retail and other investors to be made by the Company via PrimaryBid which shall be subject to the terms and conditions set out in a subsequent announcement to be made by the Company;
"Retail Shares" any new Ordinary Shares to be issued pursuant to the Retail Offer;
"Securities Act" means the US Securities Act of 1933, as amended;
"Shareholders" means holders of Ordinary Shares;
"Subscription Letters" means the letters pursuant to which the Subscribers have agreed to conditionally subscribe for the Subscription Shares;
"Takeover Code" means the City Code on Takeovers and Mergers;
"uncertificated" or "in uncertificated form" means recorded on the register of members of the Company as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;
"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland; and
"United States" or "US" means the United States of America, its territories and possessions and the District of Columbia.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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