Proposed Fundraise in excess of £20 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 (AS AMENDED) AS IT FORMS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED).
13 May 2021
e-therapeutics plc
Proposed Fundraise in excess of £20 million
Conditional Placing to raise approximately £17.9 million,
Conditional Subscription to raise approximately £2.1 million,
and
Retail Offer via the PrimaryBid Platform
e-therapeutics plc (AIM: ETX.L, "e-therapeutics'" or "the Company"), announces a proposed fundraise in excess of £20 million before expenses by way of a conditional placing to institutional and other investors (the "Placing"), conditional direct subscriptions with the Company by individual investors (the "Subscription"), and a conditional offer to retail and other investors via the PrimaryBid platform (the "Retail Offer", and together with the Placing and the Subscription, the "Fundraise"). The issue of new Ordinary Shares pursuant to the Fundraise will be conditional on, inter alia, shareholder approval being received by way of a special resolution at the Annual General Meeting ("AGM") of the Company which is expected to be held on or around 16 June 2021.
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 in excess of £20 million before expenses, comprising:
o the Placing to raise in excess of £17.9 million before expenses through the issue of an expected 74,624,999 new Ordinary Shares (the " Placing Shares") at a price of 24 pence per Placing Share (the "Placing Price"), equating to approximately 17 per cent of the Existing Ordinary Shares;
o the Subscription to raise approximately £2.1 million before expenses through the issue of 8,708,334 new Ordinary Shares (the "Subscription Shares") at the Placing Price, equating to approximately 2 per cent of the Existing Ordinary Shares; 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 will be conducted by way of an accelerated bookbuild process which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in Appendix 1 to this Announcement. The Placing is expected to close on 13 May 2021. A further announcement will be made in due course, confirming the final quantum and number of shares to be raised pursuant to the Placing and Subscription once the bookbuild is closed.
· The Placing Price represents a discount of approximately 17% to the closing middle market price of 28.8p per Ordinary Share on 12 May 2021, being the latest practicable date prior to the date and time of this Announcement.
· The net proceeds of the Fundraise will be used to facilitate a number of initiatives, with a focus on expanding the Company's proprietary, disease-agnostic, drug discovery and development platform capabilities and asset pipeline.
· The issue of new Ordinary Shares pursuant to the Fundraise will be conditional on, inter alia, shareholder approval being received by way of a special resolution (the "Resolution") at the Company's AGM which is expected to be held on or around 16 June 2021.
· None of the Placing, the Subscription or the Retail Offer is underwritten.
· SP Angel Corporate Finance LLP ("SP Angel") 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 more effective therapies. The Company has developed a proprietary, disease-agnostic platform to produce valuable disease biological insights and potential drug candidates.
e-therapeutics' expertise in network biology, computational drug discovery and drug development, coupled with the Company's nascent RNAi platform, gives it a competitive advantage through effective target identification, in silico screens yielding high hit rates and a rapid and validated development path. This broad expertise underpins many of the operational highlights for the Company this year. The collaboration agreement with Galapagos in IPF, with potential in other fibrotic conditions, and type-2 diabetes agreement with Novo Nordisk are validation of the Company's platform, highlighting the ability of the network approach and expertise to go beyond pure in silico predictions and identify potentially clinically viable interventions with supporting experimental data.
The significant progress made on the GaINAc-siRNA platform will enable the Company to benchmark its performance against competitor candidates. In parallel, the Company has also established a dedicated group to leverage its computational network biology discovery platform specifically for the identification of novel target genes expressed in hepatocytes, which are amenable to GaINAc-mediated siRNA delivery.
The Company believes that the combination of these elements will enable e-therapeutics to offer an attractive business development proposition to potential collaborators. The business model incorporates partnering around targets and small molecule compounds in addition to the development of an in-house pipeline of RNAi therapeutics, retaining scope for early-stage transactions.
Biology is complex and a lack of biological understanding often underpins failures in drug development. The Company's strategic ambition is to transform the drug discovery process, utilising our network biology platform to better model human disease biology and harnessing those mechanistic insights to discover and develop better therapies, both with partners and internally in the RNAi space.
The Directors believe there is a further opportunity to accelerate the next stage of its growth and value creation through the proposed Fundraise. 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:
· Generate experimental hepatocyte specific proprietary data for the Company's in silico discovery engine;
· Advance two to three RNAi therapeutic programmes through preclinical development;
· Aim to complete a First in Human (FIH) clinical study for one RNAi asset to provide additional validation;
· Further development of the Company's computational platform and general working capital including team expansion; and
· Exploration of RNAi in other cell types.
Ali Mortazavi, Chief Executive Officer 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, especially when combined with RNAi as a therapeutic modality. The prospect of being able to accelerate the development our in-house RNAi pipeline through enhanced investment in our hepatocyte data set and computational capabilities confirms my belief in our business model. Partnering around our in silico discovery engine will continue to be an important focus. We are grateful for the support of our existing and new shareholders and look forward to delivering value from our platform."
Details of the Conditional Placing
The Company and SP Angel have today entered into a placing agreement (the "Placing Agreement"), pursuant to which, on the terms and subject to the conditions set out therein, SP Angel has agreed to use its reasonable endeavours to procure, as the Company's agent, Placees for the expected 74,624,999 Placing Shares at the Placing Price, raising gross proceeds of approximately £17.9 million for the Company.
The Placing Agreement contains customary undertakings and warranties given by the Company to SP Angel 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 SP Angel 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 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 Placing is conditional upon, inter alia, shareholder approval being received at the Company's upcoming AGM, expected to take place on or around 16 June 2021, the Placing Shares being admitted to trading on AIM by not later than 8.00 a.m. on 17 June 2021, or such later time and/or date as the Company and SP Angel may agree (being not later than 8.00 a.m. on 30 June 2021) 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 Conditional Subscription
The Company has entered into subscription agreements with various individual investors, 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 £2.1 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, inter alia, shareholder approval being received at the Company's upcoming AGM, expected to take place on or around 16 June 2021, the Admission of the Subscription Shares becoming effective not later than 8.00 a.m. on 17 June 2021 , or such later time and/or date as the Company may agree (being not later than 8.00 a.m. on 30 June 2021 ). 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
Applications will be made to the London Stock Exchange for admission of the Placing Shares, the Subscription Shares and any Retail Shares to trading on AIM.
It is expected that Admission will take place at 8.00 a.m. (UK time) on or around 17 June 2021 and that dealings in the Placing Shares, Subscription Shares and any Retail Shares on AIM will commence at the same time. Admission will be subject to shareholder approval of the required Resolutions at the Company's upcoming AGM.
Related Party Transaction
Richard Griffiths, and his controlled undertakings ("Richard Griffiths"), which currently hold 118,539,105 Ordinary Shares (representing approximately 28.17 per cent. of the Existing Ordinary Shares), have agreed to subscribe for a total of 25,000,000 Placing Shares pursuant to the Placing. As a consequence of Richard Griffiths' current interest in the Company, his proposed participation in the Placing is a related party transaction pursuant to AIM Rule 13. Accordingly, the independent directors of the transaction, being Ali Mortazavi and Trevor Jones, consider , having consulted with the Company's nominated adviser, SP Angel, that the terms of Richard Griffiths' participation in the 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 118,539,105 Ordinary Shares, representing 28.17 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 agreed to subscribe for a total of 25,000,000 Placing Shares pursuant to the Placing, such that following Admission of both the Placing Shares and the Subscription Shares, the RG Concert Party's holding of Ordinary Shares will represent 28.47 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 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 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 SP Angel may have against the subscriber in default, SP Angel, 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, SP Angel 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 Placing and/or otherwise re-allocate Placee's commitments in the 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.
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 (as amended) as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended) ("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, Chief Executive Officer. In addition, market soundings (as defined in MAR) were taken in respect of the 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:
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e-therapeutics plc |
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Ali Mortazavi, CEO Karl Keegan, CFO Laura Roca-Alonso, CBO |
Tel: +44 (0)1993 883 125 www.etherapeutics.co.uk |
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SP Angel Corporate Finance LLP |
Tel: +44(0)20 3470 0470 |
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Nominated Adviser and Broker |
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Matthew Johnson/Caroline Rowe (Corporate Finance) |
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Vadim Alexandre/Rob Rees (Corporate Broking) |
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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 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 subsets 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 (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
This Announcement is not for public release, publication, distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction in which such release, publication, distribution or forwarding would be unlawful.
This Announcement is not for publication or distribution, directly or indirectly, in or into the United States. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, (the "Securities Act") and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
The distribution of this Announcement and the Placing and/or the offer or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or SP Angel Corporate Finance LLP ("SP Angel") or any of their respective affiliates, or any of its or their respective directors, officers, partners, employees, advisers or agents (collectively, "Representatives") that would, or is intended to, permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and SP Angel to inform themselves about and to observe any restrictions contained in this Announcement. 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. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so.
This Announcement is directed at and is only being distributed to: (a) in member states of the European Economic Area, persons who are "qualified investors", as defined in Article 2(e) of Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") ("EU Qualified Investors"), (b) in the United Kingdom, Qualified Investors who (i) have professional experience in matters relating to investments and who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49(2) of the Order and (ii) are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as amended, as it forms part of UK law as retained EU law as defined in, and by virtue of, the European Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation") ("UK Qualified Investors"), and (c) otherwise, persons to whom it may otherwise lawfully be communicated (each such person in (a), (b) and (c), a "Relevant Person"). No other person should act on or rely on this Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement, you represent and agree that you are a Relevant Person. This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement or the Placing relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
No prospectus or admission document will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement or the Placing and no such prospectus is required (in accordance with the EU Prospectus Regulation or the UK Prospectus Regulation) to be published.
Certain statements in this Announcement are forward-looking statements with respect to the Company's expectations, intentions and projections regarding its future performance, strategic initiatives, anticipated events or trends and other matters that are not historical facts and which are, by their nature, inherently predictive, speculative and involve risks and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. All statements that address expectations or projections about the future, including statements about operating performance, strategic initiatives, objectives, market position, industry trends, general economic conditions, expected expenditures, expected cost savings and financial results are forward ‐ looking statements. Any statements contained in this Announcement that are not statements of historical fact are, or may be deemed to be, forward ‐ looking statements. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect", "may", "plan", "project" or words or terms of similar meaning or the negative thereof, are not guarantees of future performance and are subject to known and unknown risks and uncertainties. There are a number of factors including, but not limited to, commercial, operational, economic and financial factors, that could cause actual results, financial condition, performance or achievements to differ materially from those expressed or implied by these forward ‐ looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in taxation or fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governments or governmental regulators, or other risk factors, such as changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation, recession and consumer confidence, on a global, regional or national basis. Given those risks and uncertainties, readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this Announcement. Each of the Company and SP Angel expressly disclaims any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by applicable law or regulation.
SP Angel is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"). SP Angel is acting exclusively for the Company and for no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or any other matter referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for giving advice in relation to the Placing 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 or on behalf of SP Angel (apart from the responsibilities or liabilities that may be imposed by the Financial Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime established thereunder) or by their respective affiliates or any of their respective Representatives as to, or in relation to, the accuracy, adequacy, fairness 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 or any other statement made or purported to be made by or on behalf of SP Angel or any of their respective affiliates or any of their respective Representatives in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefor is expressly disclaimed. No representation or warranty, express or implied, is made by SP Angel or any of their respective affiliates or any of their respective Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions 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 any liability therefor is expressly disclaimed. The information in this Announcement is subject to change.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this Announcement, in whole or in part, is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and other information described in this Announcement. 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. The price and value of securities can go down as well as up and investors may not get back the full amount invested upon the disposal of the shares. 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 with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.
Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial periods would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.
All offers of the Placing Shares will be made pursuant to an exemption under the EU Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM, a market operated by the London Stock Exchange.
The Appendix to this Announcement sets out the terms and conditions of the Placing. By participating in the Placing, each Placee will be deemed to have read and understood this Announcement (including the Appendix) in its entirety, to be participating in the Placing and making an offer to acquire and acquiring Placing Shares on the terms and subject to the conditions set out in the Appendix to this Announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in the Appendix to this Announcement.
Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.
SP Angel and its affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with the Company and/or its affiliates for which they would have received customary fees and commissions. SP Angel and its affiliates may provide such services to the Company and/or its affiliates in the future.
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 Placing Shares have been subject to a product approval process, which has determined that such Placing 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 Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing 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 Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, SP Angel 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 the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
APPENDIX I: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS (WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION")) ("EU QUALIFIED INVESTORS"), (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II) ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS AMENDED, AS IT FORMS PART OF UK LAW AS RETAINED EU LAW AS DEFINED IN, AND BY VIRTUE OF, THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) (THE "UK PROSPECTUS REGULATION") ("UK QUALIFIED INVESTORS"), AND (C) OTHERWISE, PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT (EACH SUCH PERSON IN (A), (B) AND (C), A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE SECURITIES IN THE COMPANY.
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE A PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED, TAKEN UP, EXERCISED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, ABSENT REGISTRATION UNDER THE SECURITIES ACT, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE. EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, BUSINESS, FINANCIAL, TAX AND RELATED ASPECTS OF ACQUIRING THE PLACING SHARES.
None of e-therapeutics plc (the "Company") or SP Angel Corporate Finance LLP ("SP Angel") or any of its or their respective affiliates or any of its or their respective directors, officers, partners, employees, advisers or agents (collectively, "Representatives") makes any representation or warranty, express or implied to any Placees (as defined below) regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees.
Persons who are invited to and who choose to participate in the placing (the "Placing") of the Placing Shares (as defined below) by making an oral or written offer to acquire Placing Shares (including any individuals, funds or others on whose behalf a commitment to acquire Placing Shares is given) ("Placees") will be deemed to have read and understood this Announcement in its entirety and to be making such offer on the terms and conditions, and to be providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, indemnities, acknowledgements, undertakings and agreements, contained in this Appendix. In particular, each such Placee represents, warrants, acknowledges and agrees to each of the Company and SP Angel that:
1. it is a Relevant Person 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. it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgments, undertakings and agreements contained in this Announcement;
3. it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Announcement (including this Appendix) and that any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA to EU Qualified Investors, or in the United Kingdom to UK Qualified Investors or in circumstances in which the prior consent of SP Angel has been given to each such proposed offer or resale;
4. it understands that the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, within the United States except pursuant to an exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States;
5. it and the person(s), if any, for whose account or benefit it is acquiring the Placing Shares are either (a)(i) outside the United States and will be outside the United States at the time the Placing Shares are acquired by it and (ii) acquiring the Placing Shares in an "offshore transaction" in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act ("Regulation S"); and
6. the Company and SP Angel will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements. Each Placee hereby agrees with SP Angel and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued. A Placee shall, without limitation, become so bound if SP Angel confirms to such Placee its allocation of Placing Shares.
The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.
The Placing Shares are being offered and sold outside the United States in accordance with Regulation S.
Bookbuild
SP Angel will today commence the bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. The book will open with immediate effect. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. Members of the public are not entitled to participate.
SP Angel and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their absolute discretion, determine.
Details of the Placing Agreement and of the Placing
SP Angel is acting as sole global co-ordinator and sole bookrunner in connection with the Placing. The Company has today entered into an agreement (the "Placing Agreement") with SP Angel under which, subject to the terms and conditions set out therein, SP Angel has agreed as agent for and on behalf of the Company, to use its reasonable endeavours to procure Placees for new ordinary shares of 0.1 pence each in the capital of the Company (the "Placing Shares"), at such price and in such number, if any, to be determined following completion of the Bookbuild and as may be agreed between the Company and SP Angel. The Placing is conditional on t he passing of certain shareholder resolutions the "Resolutions") in order to ensure that the Directors have the necessary authorities and powers to allot the New Placing Shares on a non-pre-emptive basis. No element of the Placing is being underwritten.
In the event that SP Angel acquires Placing Shares in the Placing, they may co-ordinate disposals of such shares in accordance with applicable law and regulation. Except as required by applicable law or regulation, SP Angel does not propose to make any public disclosure in relation to such transactions.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of 0.1 pence each in the capital of the Company (the "Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares, and will be issued free of all claims, liens, charges, encumbrances and equities.
Application for admission to trading
Application will be made to London Stock Exchange plc (the "London Stock Exchange") for admission of the Placing Shares for admission of the Placing Shares to trading on AIM ("Admission").
It is expected that Admission will become effective at or around 8.00 a.m. on 17 June 2021 (or such later time and/or date as may be agreed between the Company and SP Angel, being no later than 8.00 a.m. on 30 June 2021) and that dealings in the Placing Shares will commence at that time.
Participation in, and principal terms of, the Placing
1. SP Angel is acting as sole bookrunner and sole broker and agent of the Company in connection with the Placing.
2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by SP Angel. SP Angel and its agents and affiliates are each entitled to enter bids in the Bookbuild as principal.
3. The Bookbuild will establish a single price per Placing Share payable to SP Angel by all Placees whose bids are successful (the "Placing Price"). The number of Placing Shares and the Placing Price will be determined by the Company (in consultation with SP Angel) following completion of the Bookbuild. The Placing Price and the number of Placing Shares to be issued will be announced on a FCA-listed regulatory information service (a "Regulatory Information Service") following the completion of the Bookbuild.
4. To bid in the Bookbuild, prospective Placees should communicate their bid by telephone or in writing to their usual sales contact at SP Angel. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at either the Placing Price which is ultimately established by the Company and SP Angel or at prices up to a price limit specified in its bid. Bids may be scaled down by SP Angel on the basis referred to in paragraph 11 below.
5. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with the consent of SP Angel, will not be capable of variation or revocation by Placees after the time at which it is submitted. Each Placee's obligations will be owed to the Company and SP Angel. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to SP Angel as agent of the Company, to pay in cleared funds immediately on the settlement date, in accordance with the registration and settlement requirements set out below, an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for and the Company has agreed to allot to them.
6. The Bookbuild is expected to close no later than 9.00 p.m. (London time) on 13 May 2021, but may be closed earlier or later at the absolute discretion of SP Angel. SP Angel may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.
7. Each prospective Placee's allocation will be agreed between SP Angel and the Company and will be confirmed orally or in writing by SP Angel (as agent of the Company) following the close of the Bookbuild. This confirmation to such Placee will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of SP Angel and the Company to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association and each Placee will be deemed to have read and understood this Announcement (including this Appendix) in its entirety.
8. All obligations under the Bookbuild and Placing will be subject to fulfilment or, where applicable, waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".
9. By participating in the Bookbuild, 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 after confirmation (oral or otherwise) by SP Angel.
10. Each prospective Placee's allocation and commitment will be evidenced by a contract note or trade confirmation issued to such Placee by SP Angel. The terms of this Appendix will be deemed incorporated by reference therein.
11. Subject to paragraphs 4 and 5 above, SP Angel may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. SP Angel may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The Company reserves the right (upon agreement with SP Angel) to reduce or seek to increase the amount to be raised pursuant to the Placing.
12. Except as required by law or regulation, no press release or other announcement will be made by SP Angel or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
13. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and settlement".
14. To the fullest extent permissible by law, neither SP Angel or the Company or any of their respective affiliates or any of their respective Representatives shall have any responsibility or liability (whether in contract, tort or otherwise) to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of SP Angel or the Company or any of their respective affiliates or any of their respective Representatives shall have any responsibility or liability (whether in contract, tort or otherwise and including to the fullest extent permissible by law, any fiduciary duties) in respect of the conduct of the Bookbuild or of such alternative method of effecting the Placing as SP Angel and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of SP Angel under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:
1. each of the representations and warranties of the Company contained in the Placing Agreement being true and accurate and not misleading on and as of the date of the Placing Agreement and at all times before Admission;
2. the Company complying with its obligations and undertakings under the Placing Agreement in all respects which, in the good faith opinion of SP Angel, are material in the context of the Placing, so far as the same fall to be performed or satisfied on or prior to Admission;
3. there not having occurred, in the good faith opinion of SP Angel, any Material Adverse Change (as such term is defined in the Placing Agreement);
4. the Resolution having been duly passed at the Annual General Meeting of the Company (or at any adjournment thereof) ;
5. the Company allotting, subject only to the passing of the Resolution and Admission, the Placing Shares in accordance with the terms of the Placing Agreement; and
6. Admission taking place at 8.00 a.m. (London time) on 17 June 2021 (or such later time and/or date as may be agreed between the Company and SP Angel, being no later than 8.00 a.m. on 30 June 2021).
SP Angel has the discretion to waive compliance with certain of the conditions and/or agree an extension in time for their satisfaction. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
If (a) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled (or, where permitted, waived or extended in writing by SP Angel) or become incapable of fulfilment on or before the date or time specified for the fulfilment thereof (or such later date and/or time as SP Angel may agree); or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the 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.
Neither SP Angel nor any of their respective affiliates nor any of their respective Representatives shall have any responsibility or 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 in the absolute discretion of SP Angel.
By participating in the Bookbuild, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described above and under "Right to terminate under the Placing Agreement" below, and will not be capable of rescission or termination by the Placee.
Lock-up
The Company has undertaken that it will not, and will procure that none of its subsidiaries will, at any time between the date of the Placing Agreement and the date which is 180 days after the date of the Placing Agreement without the prior written consent of SP Angel enter into certain transactions involving or relating to the Ordinary Shares, subject to certain customary carve-outs agreed between SP Angel and the Company.
By participating in the Placing, Placees agree that the exercise by SP Angel of any power to consent to waive the undertaking by the Company of a transaction which would otherwise be subject to the lock-up under the Placing Agreement shall be within the absolute discretion of SP Angel, and that neither SP Angel nor the Company need to make any reference to, consult with, or seek consent from, Placees and that SP Angel shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent or failure so to exercise.
Right to terminate under the Placing Agreement
At any time before Admission, SP Angel is entitled to terminate the Placing Agreement in the following circumstances, amongst others: (i) if any of the Company's warranties or representations are not or cease to be true and accurate or have become misleading; or (ii) if the Company is in breach of any of its obligations under the Placing Agreement, which is material in the context of Admission; or (iii) in the good faith opinion of SP Angel, there shall have occurred any Material Adverse Change (as defined in the Placing Agreement); or (iv) the occurrence of a market disruption event, each, as specified in the Placing Agreement; or (v) it comes to the notice of SP Angel that a matter has arisen, which is likely to give rise to a claim under any of the indemnities given by the Company .
Upon notice of termination being given to the Company, 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 or non-exercise by SP Angel of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of SP Angel, and that neither SP Angel nor the Company need to make any reference to, consult with, or seek consent from, Placees and that neither SP Angel nor the Company shall have any liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
No prospectus or admission document
No prospectus admission document has been or will be prepared or submitted to be approved by the FCA or submitted to the London Stock Exchange or in any other jurisdiction in relation to the Placing and no such prospectus or admission document is required (in accordance with the EU Prospectus Regulation or the UK Prospectus Regulation) to be published. Placees' commitments will be made solely on the basis of their own assessment of the Company, the Placing and the Placing Shares based on information contained in this Announcement (including this Appendix) and any information publicly announced to a Regulatory Information Service by or on behalf of the Company simultaneously with or prior to the date of this Announcement, and subject to the further terms set forth in the contract note or trade confirmation to be provided to individual prospective Placees. Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement and all other publicly available information previously and simultaneously published by or on behalf of the Company by notification to a Regulatory Information Service is exclusively the responsibility of the Company and has not been independently verified or approved by SP Angel. Each Placee, by accepting a participation in the Placing, further confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company, SP Angel or any other person and none of SP Angel or the Company or any of their respective affiliates or any of their respective Representatives will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude or limit the liability of any person for fraud or fraudulent misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB00B2823H99) following Admission will take place within the CREST system, subject to certain exceptions. In the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and SP Angel may agree that the Placing Shares should be issued in certificated form. SP Angel 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 or by such other means as they deem necessary if delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a contract note or trade confirmation stating the number of Placing Shares to be allocated to it at the Placing Price and settlement instructions. It is expected that such contract note or trade confirmation will be despatched on or around 13 May 2021 and that this will also be the trade date.
Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with SP Angel.
The Company will deliver the Placing Shares to a CREST account operated by SP Angel as agent for the Company and SP Angel will enter its delivery (DEL) instruction into the CREST system. SP Angel will hold any Placing Shares delivered to this account as nominee for the Placees until settlement. 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 will be on 17 June 2021 on a delivery versus payment basis in accordance with the instructions given to SP Angel.
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 SP Angel.
Each Placee is deemed to agree that, if it does not comply with these obligations, SP Angel may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the account and benefit of SP Angel, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or other similar taxes (together with any interest or penalties thereon) imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on SP Angel all such authorities and powers necessary to carry out any such transaction and agrees to ratify and confirm all actions which SP Angel lawfully takes on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note or trade confirmation 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 other circumstances in which any stamp duty or stamp duty reserve tax or other similar taxes (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), none of SP Angel or the Company shall be responsible for the payment thereof.
Placees (or any nominee or other agent acting on behalf of a Placee) will not be entitled to receive any fee or commission in connection with the Placing.
Representations and warranties
By submitting a bid and/or participating in the Placing, each prospective Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with SP Angel and 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 this Appendix) in its entirety and that its participation in the Bookbuild and the Placing and its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and it undertakes not to redistribute or duplicate this Announcement and that it is relying solely on this Announcement and has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Bookbuild, the Placing, the Company, the Placing Shares or otherwise;
2. no admission document or prospectus has been or will be prepared in connection with the Placing or is required under the EU Prospectus Regulation or the UK Prospectus Regulation, the FSMA or any other applicable law and it has not received and will not receive an admission document, prospectus or other offering document in connection with Admission, the Bookbuild, the Placing, the Company or the Placing Shares;
3. the Placing does not constitute a recommendation or financial product advice and SP Angel has not had regard to its particular objectives, financial situation and needs;
4. if it has received any "inside information" (for the purposes of the UK Market Abuse Regulation (the UK version of EU Regulation No. 596/2014 ("EU MAR") as it forms part of UK law as retained EU law as defined in, and by virtue of, the European Union (Withdrawal) Act 2018, as amended ("UK MAR")) and section 56 of the Criminal Justice Act 1993) concerning the Company or its shares or other securities or related financial instruments in advance of the Placing, that it has not: (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person except as permitted under UK MAR;
5. it has the power and authority to carry on the activities in which it is engaged, to subscribe and/or acquire Placing Shares and to execute and deliver all documents necessary for such subscription and/or acquisition;
6. none of SP Angel or the Company or any of their respective affiliates or any of their respective Representatives or any person acting on behalf of any of them has provided, and none of them will provide, it with any material or information regarding the Placing Shares or the Company or any other person other than this Announcement, nor has it requested SP Angel or the Company or any of their respective affiliates or any of their respective Representatives or any person acting on behalf of any of them to provide it with any such material or information;
7. (i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement and any information publicly announced to a Regulatory Information Service by or on behalf of the Company simultaneously with or prior to the date of this Announcement (the "Publicly Available Information"); (ii) the Company's Ordinary Shares are admitted to trading on AIM and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM (the "Exchange Information"), which includes a description of the nature of the Company's business, most recent balance sheet and profit and loss account, and similar statements for preceding years, and it has reviewed such Exchange Information as it has deemed necessary or that it is able to obtain or access the Exchange Information without undue difficulty; and (iii) it has had access to such financial and other information (including the business, financial condition, prospects, creditworthiness, status and affairs of the Company, the Placing and the Placing Shares, as well as the opportunity to ask questions) concerning the Company, the Placing and the Placing Shares as it has deemed necessary in connection with its own investment decision to acquire any of the Placing Shares and has satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing;
8. (i) none of the Company or SP Angel or any of their respective affiliates or any of their respective Representatives or any person acting on their behalf has made any warranties or representations to it, express or implied, with respect to the Company, the Placing and the Placing Shares or the accuracy, fairness, completeness or adequacy of the Publicly Available Information or the Exchange Information, and each of them expressly disclaims any liability in respect thereof; and (ii) it will not hold SP Angel or any of their respective affiliates or any of their respective Representatives or any person acting on their behalf responsible for any misstatements in or omissions from any Publicly Available Information or any Exchange Information. Nothing in this paragraph or otherwise in this Announcement excludes the liability of any person for fraudulent misrepresentation made by that person;
9. the content of this Announcement is exclusively the responsibility of the Company and that neither SP Angel nor any of its respective affiliates nor any of its respective Representatives nor any person acting on their behalf has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement or any information previously or subsequently published by or on behalf of the Company, including, without limitation, any Publicly Available Information or Exchange Information, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or any information previously or simultaneously published by or on behalf of the Company or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement and any Publicly Available Information including (without limitation) the Exchange Information, such information being all that it deems necessary and/or appropriate to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given, investigation made or representations, warranties or statements made by SP Angel or the Company or any of their respective affiliates or any of their respective Representatives or any person acting on their behalf and neither SP Angel nor the Company nor any of their respective affiliates nor any of their respective Representatives nor any person acting on its or their behalf will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
10. it has not relied on any information relating to the Company contained in any research reports prepared by SP Angel or any of its affiliates or any of its Representatives or any person acting on their behalf and understands that (i) none of SP Angel or any of its affiliates or any of its Representatives or any person acting on their behalf has or shall have any liability for public information or any representation; (ii) none of SP Angel or any of its affiliates or any of its Representatives or any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this Announcement or otherwise; and (iii) none of SP Angel or any of its affiliates or any of its Representatives or any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;
11. in making any decision to acquire Placing Shares, (i) it has such knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of taking up the Placing Shares; (ii) it is experienced in investing in securities of a similar nature to the Ordinary Shares and in the sector in which the Company operates and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing; (iii) it has relied on its own examination, due diligence and analysis of the Company and its affiliates taken as a whole, including the markets in which the Company and its affiliates operate, and the terms of the Placing, including the merits and risks involved, and not upon any view expressed or information provided by or on behalf of SP Angel; (iv) it has had sufficient time and access to information to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary for the purposes of its investigation, and (v) it will not look to the Company, SP Angel, any of their respective affiliates, any of their respective Representatives or any person acting on their behalf for all or part of any such loss or losses it or they may suffer;
12. it satisfies any and all standards for investors in the Placing Shares imposed by the jurisdiction of its residence or otherwise;
13. (i) unless otherwise specifically agreed with SP Angel, it and each account it represents is not and, at the time the Placing Shares are acquired, will not be, a resident of Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares; (ii) it and each account it represents is (a) outside the United States and will be outside the United States at the time the Placing Shares are acquired by it and (b) acquiring the Placing Shares in an "offshore transaction" in accordance with Rule 903 or Rule 904 of Regulation S; and (iii) it is not acquiring any of the Placing Shares as a result of any form of "directed selling efforts" within the meaning of Regulation S or as a result of any form of "general solicitation" or "general advertising" within the meaning of Rule 502(c) of Regulation D under the Securities Act;
14. (i) it and each account it represents is acquiring the Placing Shares for investment purposes, and 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 in or into the United States, Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful; and (ii) it understands, and each account it represents has been advised, that the Placing Shares have not been and will not be registered or qualified for distribution by way of a prospectus under the securities legislation of the United States, Australia, Canada, the Republic of South Africa, Japan and, subject to certain exceptions, may not be offered, sold, acquired, renounced, distributed or delivered or transferred, directly or indirectly, within or into those jurisdictions or in any country or jurisdiction where any such action for that purpose is required;
15. it will not distribute, forward, transfer or otherwise transmit this Announcement or any other materials concerning the Placing (including any electronic copies thereof), directly or indirectly, whether in whole or in part, in or into the United States, Australia, Canada, the Republic of South Africa or Japan;
16. if it is a pension fund or investment company, its acquisition of Placing Shares is in full compliance with applicable laws and regulations;
17. neither it, nor the person specified by it for registration as holder of Placing Shares is, or is acting as nominee or agent for, and the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services), it is not participating in the Placing as nominee or agent for any person to whom the allocation, allotment, issue or delivery of the Placing Shares would give rise to such a liability and the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;
18. it has complied and will continue to comply with its obligations under the Criminal Justice Act 1993, UK MAR and/or EU MAR and any delegating acts, implementing acts, technical standards and guidelines thereunder, and in connection with money laundering and terrorist financing, under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations. If within a reasonable time after a request for verification of identity, SP Angel has not received such satisfactory evidence, SP Angel may, in its absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to SP Angel will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;
19. if it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation: (a) any Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom or to which the UK Prospectus Regulation otherwise applies other than UK Qualified Investors or in circumstances in which the prior consent of SP Angel has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;
20. if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation: (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any member state of the EEA or to which the EU Prospectus Regulation otherwise applies other than EU Qualified Investors or in circumstances in which the prior consent of SP Angel has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than EU Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;
21. it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, 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 and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA;
22. it understands that 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, and further understands that this Announcement must not be acted on or relied on by persons who are not Relevant Persons;
23. if it is in a member state of the EEA, it is a EU Qualified Investor and, to the extent applicable, any funds on behalf of which it is acquiring the Placing Shares that are located in a member state of the EEA are each themselves such a EU Qualified Investor;
24. if it is in the United Kingdom, it and any person acting on its behalf is (a) a UK Qualified Investor and (b) falls within Article 19(5) and/or Article 49(2) (a) to (d) of the Order and 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;
25. it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the EEA or the United Kingdom except in circumstances falling within Article 1(4) of the EU Prospectus Regulation which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the EU Prospectus Regulation;
26. it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA")) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require the approval of the communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by SP Angel 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;
27. it has complied and will comply with all applicable laws (including all relevant provisions of FSMA in the United Kingdom) with respect to anything done by it in relation to the Placing Shares;
28. no action has been or will be taken by either the Company or SP Angel or any person acting on behalf of the Company or SP Angel 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;
29. it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make the acknowledgments, undertakings, representations and agreements and give the indemnities herein on behalf of each such person; and (ii) it is and will remain liable to the Company and/or SP Angel for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person). Each Placee agrees that the provisions of this paragraph shall survive the resale of the Placing Shares by or on behalf of any person for whom it is acting;
30. (i) it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; (iii) it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities and that it has not taken any action or omitted to take any action which will or may result in SP Angel, the Company or any of their respective affiliates or any of their respective Representatives acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing; and (iv) the acquisition of the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;
31. it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;
32. it (and any person acting on its behalf) has the funds available to pay for the Placing Shares it has agreed to acquire and acknowledges, agrees and undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement (including this Appendix) on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other persons or sold as SP Angel may in its absolute discretion determine and without liability to such Placee, and it will remain liable for any amount by which the net proceeds of such sale falls short of the product of the Placing Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty or stamp duty reserve tax or other similar taxes (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;
33. its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to acquire, and that SP Angel or the Company may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
34. neither SP Angel nor any of its affiliates nor any of its Representatives nor any person acting on behalf of any of them, are making any recommendations to it or advising it regarding the suitability or merits of any transactions it may enter into in connection with the Placing and participation in the Placing is on the basis that it is not and will not be a client of SP Angel and SP Angel has no duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for giving advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of their rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
35. the person whom it specifies for registration as holder of the Placing Shares will be (i) itself; or (ii) its nominee, as the case may be. Neither SP Angel nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify on an after-tax basis and hold harmless the Company, SP Angel and their respective affiliates and each of their respective Representatives in respect of the same on an after-tax basis on the basis that the Placing Shares will be allotted to the CREST stock account of SP Angel who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
36. it will indemnify, on an after-tax basis, and hold harmless the Company, SP Angel and their respective affiliates and their respective Representatives from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising, directly or indirectly, out of or in connection with any breach by it of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
37. it acknowledges that it irrevocably appoints any director or authorised signatories of SP Angel as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;
38. in connection with the Placing, SP Angel and any of its affiliates acting as an investor for their own account may acquire Placing Shares and in that capacity may acquire, retain, purchase or sell for their own account such Ordinary Shares in the Company and any other securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to SP Angel or its affiliates in such capacity. In addition, SP Angel may enter into financing arrangements and swaps with investors in connection with which SP Angel may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Neither SP Angel nor its affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;
39. that SP Angel and its affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with the Company and/or its affiliates for which they would have received customary fees and commissions. Each of SP Angel and its affiliates may provide such services to the Company and/or its affiliates in the future;
40. a communication that the transaction or the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the transaction and securities will be fully distributed by SP Angel. SP Angel reserves the right to take up a portion of the securities in the Placing as a principal position at any stage at its sole discretion, inter alia, to take account of the Company's objectives, MiFID II requirements and/or their allocation policies;
41. its commitment to acquire Placing Shares on the terms set out in this Announcement (including this Appendix) and in the contract note or trade confirmation will continue notwithstanding any amendment that may in the future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or SP Angel's conduct of the Placing;
42. neither the Company nor SP Angel owes any fiduciary or other duties to any Placee in respect of any acknowledgements, confirmations, representations, warranties, undertakings or indemnities in the Placing Agreement;
43. it may not rely on any investigation that SP Angel or any person acting on its behalf may or may not have conducted with respect to the Company and its affiliates, the Placing Shares or the Placing and SP Angel has not made any representation or warranty to it, express or implied, with respect to the suitability or merits of any transactions it may enter into in connection with the Placing, or as to the condition, financial or otherwise, of the Company and its affiliates, or as to any other matter relating thereto, and no information has been prepared by, or is the responsibility of, SP Angel for the purposes of the Placing;
44. where it is acquiring the Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to acquire the Placing Shares for each managed account and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;
45. these terms and conditions and any agreements entered into by it pursuant to these terms and conditions (including any non-contractual obligations arising out of or in connection with such agreements) shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English and Welsh courts as regards any claim, dispute or matter arising out of any such agreements and such non-contractual obligations, 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 either the Company or SP Angel 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; and
46. the Company, SP Angel and their respective affiliates and their respective Representatives and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, indemnities, undertakings and agreements set forth herein and which are given to SP Angel on its own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises the Company and SP Angel to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein. It agrees that if any of the acknowledgements, representations, warranties, undertakings and agreements made in connection with its subscribing and/or acquiring of Placing Shares is no longer true or accurate, it shall promptly notify the Company and SP Angel.
The foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings are given for the benefit of the Company and SP Angel and are irrevocable.
The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement is subject to the representations, warranties and further terms above and assumes, and is based on the warranty and representation from each Placee, that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which neither the Company nor SP Angel will be responsible and each Placee shall indemnify on an after-tax basis and hold harmless the Company, SP Angel and their respective affiliates and their respective Representatives for any stamp duty or stamp duty reserve tax or other similar tax paid or otherwise payable by them in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify SP Angel accordingly.
Neither the Company nor SP Angel is liable to bear any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable in or outside the United Kingdom by any Placee or any other person on a Placee's acquisition of any Placing Shares or the agreement by a Placee to acquire any Placing Shares. Each Placee agrees to indemnify on an after-tax basis and hold harmless the Company, SP Angel and their respective affiliates and their respective Representatives from any and all interest, fines or penalties in relation to any such duties or taxes.
Each Placee should seek its own advice as to whether any of the above tax liabilities arise and notify SP Angel accordingly.
Each Placee, and any person acting on behalf of each Placee, acknowledges and agrees that SP Angel and/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. Each Placee acknowledges and is aware that SP Angel is receiving a fee in connection with its role in respect of the Placing as detailed in the Placing Agreement. When a Placee or person acting on behalf of the Placee is dealing with SP Angel any money held in an account with SP Angel on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from SP Angel's money in accordance with the client money rules and will be used by SP Angel in the course of its own business; and the Placee will rank only as a general creditor of SP Angel.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
The rights and remedies of SP Angel and the Company under these terms and conditions in this Announcement are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
All times and dates in this Announcement may be subject to amendment by SP Angel (in its absolute discretion). SP Angel shall notify the Placees and any persons acting on behalf of the Placees of any changes.
In this Announcement, "after-tax basis" means in relation to any payment made to the Company, SP Angel or their respective affiliates or their respective Representatives pursuant to this Announcement where the payment (or any part thereof) is chargeable to any tax, a basis such that the amount so payable shall be increased so as to ensure that after taking into account any tax chargeable (or which would be chargeable but for the availability of any relief unrelated to the loss, damage, cost, charge, expense or liability against which the indemnity is given on such amount (including on the increased amount)) there shall remain a sum equal to the amount that would otherwise have been so payable.
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 2021 annual general meeting of the Company to be convened on or around 16 June 2021;
"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;
"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;
"Euroclear" means Euroclear UK & Ireland Limited, the operator of CREST;
"Existing Ordinary Shares" means the 420,773,546 Ordinary Shares in issue as at 12 May 2021 (being the latest practicable date prior to publication of this Announcement);
"FCA" means the Financial Conduct Authority of the United Kingdom;
"FSMA" means the Financial Services and Markets Act 2000 (as amended);
"Fundraise" means the Placing, the Subscription and the Retail Offer as described herein;
"London Stock Exchange" means London Stock Exchange plc;
"New Ordinary Shares" means, together, the Placing Shares, the Subscription Shares and the Retail Shares;
"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 SP Angel;
"Placing Shares" means the expected 74,624,999 new Ordinary Shares to be issued by the Company pursuant to the Placing;
"Placing Price" means 24 pence per Placing Share;
"PrimaryBid" means PrimaryBid Limited;
"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;
"SP Angel" SP Angel Corporate Finance LLP;
"Subscription" means the subscription for the Subscription Shares as described herein;
"Subscription Letters" means the letters pursuant to which the Subscribers have agreed to conditionally subscribe for the Subscription Shares;
"Subscription Shares" means the 8,708,334 new Ordinary Shares to be issued by the Company pursuant to the Subscription"
"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.
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