Placing and Open Offer to raise up to £11 million
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For immediate release |
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THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF EVGEN PHARMA PLC IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
2 February 2021
Evgen Pharma plc
("Evgen Pharma" or "the Company")
Placing and Open Offer to raise up to £11 million
Evgen Pharma plc (AIM: EVG), a clinical stage drug development company , today announces that it has conditionally raised gross proceeds of £10 million by way of a placing of 125,000,000 new ordinary shares of 0.25 pence each in the capital of the Company ("Ordinary Shares") with existing and new investors (the "Placing") at an issue price of 8 pence per share (the "Issue Price"). The Placing was heavily oversubscribed.
In addition to the Placing, in order to provide an opportunity to all qualifying shareholders ("Qualifying Shareholders") to participate in the fundraising at the Issue Price, subject to the closing of the Placing, Qualifying Shareholders will be given the opportunity to subscribe for up to 12,490,676 new Ordinary Shares through an open offer to raise up to an additional £1 million approximately (gross) (the "Open Offer") (the Open Offer together with the Placing, the "Fundraising").
The Directors believe that the Open Offer Shares to be issued pursuant to the Open Offer will rank as "eligible shares" for the purposes of EIS and will be capable of being a "qualifying holding" for the purposes of investment by VCTs.
Highlights
· The Fundraising will raise gross proceeds of up to £11 million at the Issue Price (assuming full take up of the Open Offer).
· The net proceeds of the Fundraising are intended to be used as follows:
o to fund further preclinical work for metastatic breast cancer (mBC), glioma and a further cancer indication yet to be announced;
o subject to further pre-clinical progress, potentially fund a clinical trial in glioma patients;
o to complete the formulation and scale up manufacturing of SFX-01;
o to complete all preparatory work required to file an Investigational New Drug application in the US in respect of SFX-01; and
o to fund the Group's operations through to mid-2023 including two key senior hires, being a Chief Business Officer and a Chief Scientific and Medical Officer.
· The Company is making good progress with recruitment for patients for its Phase II/III randomised, placebo-controlled STAR-COVID 19 trial, which is sponsored by the University of Dundee and funded by the UK charity Life Arc. As of 1st February 2021, this trial had recruited 89 patients.
· Admission of the 125,000,000 Ordinary Shares to be issued pursuant to the Placing (the "Placing Shares") is expected to take place not later than 8:00 a.m. on 4 March 2021. Admission is conditional, amongst other things, on the passing of resolutions (the "Resolutions") to be put to shareholders at a general meeting, details of which are included within this Announcement (the "General Meeting").
· Admission of up to 12,490,676 Ordinary Shares to be issued pursuant to the Open Offer (the "Open Offer Shares") is expected to take place not later than 8:00 a.m. on 4 March 2021. The final number of Open Offer Shares is conditional on uptake by Qualifying Shareholders and on the passing of the Resolutions (the Placing Shares and the Open Offer Shares together, the "New Ordinary Shares").
· Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM ("Admission").
· Certain directors have agreed to subscribe for, in aggregate, 187,500 Placing Shares through the Placing, further information on which is set out below.
· Under the Open Offer, Qualifying Shareholders will have an Open Offer entitlement of 1 Open Offer Share for every 11 Existing Ordinary Shares held. The terms and conditions of the Open Offer will be set out in the Circular.
· A circular to shareholders in respect of the Fundraising (the "Circular") is expected to be posted on 12 February giving notice of the General Meeting to be held virtually on at 10:00 a.m. on 3 March 2021 at which the Resolutions will be considered. A copy of the Circular will be available on the Company's website www.evgen.com from the date of posting.
· The record date for the Open Offer is expected to be 10 February 2021 (the "Record Date").
Commenting on the Fundraising, Huw Jones, CEO of Evgen Pharma plc, said:
"This heavily oversubscribed fundraising is transformative for us and allows us to accelerate both our future clinical and current pre-clinical work dramatically, together with expanding our senior management team to support our growth. We are very pleased with recent progress of our work on SFX-01 and are most grateful for the support shown in this placing by existing shareholders. The Placing also brings a number of new, high quality shareholders to our register and we offer a warm welcome to them as we accelerate our progress in a range of cancers and acute respiratory distress."
Details of the Placing
The Placing and the Open Offer are conditional upon, inter alia:
· the passing of the Resolutions in order to ensure that the Directors have the necessary authorities and powers to allot the New Ordinary Shares on a non-pre-emptive basis;
· Admission becoming effective; and
· the placing and open offer agreement (the "Placing and Open Offer Agreement") between the Company and finnCap Ltd ("finnCap") not having been terminated in accordance with its terms .
For the avoidance of doubt, the Placing is not conditional on the Open Offer and is not underwritten.
The New Ordinary Shares will, when issued, be fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of Admission.
Details of the Open Offer
At the same time as the Placing, the Company also proposes to raise up to a further £1 million before fees and expenses (assuming full take up) by way of the Open Offer. The Open Offer will be made to all Qualifying Shareholders in order to provide them with the opportunity to participate in the Fundraising at the Issue Price. The Open Offer is being conducted on the basis of 1 Open Offer Share for every 11 Existing Ordinary Shares held on the Record Date. Qualifying Shareholders subscribing for their full Open Offer Entitlement under the Open Offer may also apply for additional Open Offer Shares through the Excess Application Facility. The terms and conditions of the Open Offer will be set out in the Circular. The Open Offer is not underwritten.
Following Admission, assuming full take up under the Open Offer, the Company will have in issue 262,397,441 Ordinary Shares (the "Enlarged Issued Share Capital"), however the final Enlarged Issued Share Capital figure will be confirmed at a later date, once the results of the Open Offer are known.
The New Ordinary Shares (assuming full take-up under the Open Offer) will in aggregate represent approximately 50 per cent. of the Enlarged Issued Share Capital of the Company. The Issue Price represents a discount of approximately 14 per cent. to the closing mid-market price of 9.35 pence per Ordinary Share on 1 February 2021, being the latest practicable date prior to the publication of this Announcement.
The terms and conditions of the Open Offer will be set out in the Circular. It is expected that the Circular will be dispatched on or around 12 February 2021 and will also be available at this time on the Company's website at www.evgen.com.
The expected timetable of the principal events is set out below.
finnCap acted as nominated adviser and broker in connection with the Fundraising.
Further information about the Company, the proposed Placing and Open Offer is set out in Appendix I. The capitalised terms not otherwise defined in the text of this Announcement are defined in Appendix II.
Expected Timetable of Principal Events
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Announcement of the Placing and Open Offer |
2 February 2021 |
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Record Date for Open Offer |
10 February 2021 |
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Publication of the Circular and the Forms of Proxy and Notice of General Meeting |
12 February 2021 |
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Ex-entitlement date for Open Offer |
7:00 a.m. 12 February 2021 |
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Open Offer entitlements credited to CREST accounts |
8:00 a.m. 15 February 2021 |
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Recommended latest time and date for requesting withdrawal of Open Offer entitlements from CREST |
3:00 p.m. 24 February 2021 |
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Recommended latest time and date for depositing Open Offer entitlements into CREST |
3:00 p.m. 25 February 2021 |
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Latest time and date for splitting Application forms (to satisfy bona fide market claims only) |
3:00 p.m. 26 February 2021 |
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Latest time and date for receipt of Forms of Proxy & CREST voting instructions |
10:00 a.m. on 1 March 2021 |
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Latest time and date for receipt of completed application forms and payment in full under the Open Offer |
11:00 a.m. 2 March 2021 |
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Announcement of results of the Open Offer |
3 March 2021 |
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General Meeting |
10:00 a.m. on 3 March 2021 |
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Admission of New Ordinary Shares and commencement of dealings on AIM |
08:00 a.m. 4 March 2021 |
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CREST accounts credited in respect of Placing Shares and Open Offer Shares |
4 March 2021 |
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Where applicable, expected date of despatch of share certificates for Placing Shares and Open Offer Shares |
By week commencing 15 March 2021 |
Enquiries:
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Evgen Pharma plc Barry Clare, Chairman Dr Huw Jones, CEO Richard Moulson, CFO
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Via Walbrook |
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finnCap Geoff Nash / Teddy Whiley (Corporate Finance) Alice Lane / Sunila de Silva (ECM)
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+44 (0) 20 7220 0500 |
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Walbrook PR Paul McManus/ Anna Dunphy
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+44 (0)20 7933 87870 or evgen@walbrookpr.com +44 (0)7980 541 893 / +44 (0)7876 741 001
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About Evgen Pharma plc
Evgen Pharma is a clinical stage drug development company developing sulforaphane based medicines for the treatment of multiple diseases. The Company's core technology is Sulforadex®, a method for synthesising and stabilising the naturally occurring compound sulforaphane and novel proprietary analogues based on sulforaphane. The lead product, SFX-01, is a patented composition of synthetic sulforaphane and alpha-cyclodextrin.
Clinical data from the Company's open-label Phase II STEM trial has shown that SFX-01 can halt the growth of progressing tumours in patients with oestrogen-positive (ER+) metastatic breast cancer, and in some cases significantly shrink the tumour, whilst causing very few side effects.
The Company commenced operations in January 2008 and has its headquarters at The Colony, Wilmslow, Cheshire, and its registered office is at the Liverpool Science Park, Liverpool. It joined the AIM market of the London Stock Exchange in October 2015 and trades under the ticker symbol EVG.
For further information, please visit: www.evgen.com
IMPORTANT NOTICES
The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, finnCap or any of their respective affiliates, agents, directors, officers, or employees that would 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 finnCap to inform themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.
In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) ("FSMA") does not apply.
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 relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, the Republic of South Africa or Japan. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom.
finnCap is authorised and regulated by the Financial Conduct Authority in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and finnCap will not be responsible to anyone (including any placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by finnCap or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II as amended as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018; 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 the Placing Shares are: (i) compatible with an end target market of: (a) retail investors; (b) investors who meet the criteria of professional clients; and (c) 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, finnCap 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.
Forward-Looking Statements
This Announcement contains forward-looking statements. These statements relate to the Group's future prospects, developments and business strategies. Forward-looking statements are identified by their use of terms and phrases such as "potential", "estimate", "expect", "may", "will" or the negative of such terms and phrases, variations or comparable expressions, including references to assumptions. The forward-looking statements in this Announcement are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. These forward-looking statements speak only as at the date of this Announcement. No statement in this Announcement is intended to constitute a profit forecast or profit estimate for any period. Neither the Directors nor the Company undertake any obligation to update forward-looking statements other than as required by the AIM Rules or by the rules of any other securities regulatory authority, whether as a result of new information, future events or otherwise.
UK Market Abuse Regulation
Market soundings, as defined in UK MAR, were taken in respect of the Placing, with the result that certain persons became aware of inside information, as permitted by UK MAR. That inside information is set out in this Announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of UK MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.
The person responsible for arranging the release of this Announcement on behalf of the Company is Richard Moulson, a director of the Company.
APPENDIX 1
ADDITIONAL INFORMATION ON
THE PROPOSED PLACING & OPEN OFFER OF UP TO 137,490,676 NEW ORDINARY SHARES AT 8 PENCE EACH
Background to and reasons for the proposed Fundraising
Evgen is a clinical stage drug development company focused on the development of sulforaphane-based compounds, a new class of pharmaceuticals which are synthesised in a proprietary, well-tolerated, stable formulation. The Company has a comprehensive intellectual property package over this technology. Its pipeline exploits sulforaphane's activity in oncology and inflammatory diseases, based on inhibition of the pSTAT3 and SHP2 pathways, of importance in controlling cancers, and up-regulation of Nrf2, a therapeutic target associated with a broad range of diseases characterised by excessive oxidative stress and inflammation.
Evgen's lead product, SFX-01, has demonstrated efficacy in a Phase II trial for advanced metastatic breast cancer. It has been used to treat over 150 patients in clinical trials and is well-tolerated with predominantly mild side-effects.
Dr Huw Jones recently joined Evgen as CEO. He has over 30 years' experience of leadership roles in public and private R&D-based companies within the biotechnology and pharmaceutical sector, with a particular focus on pre-clinical and clinical drug development, dilutive and non-dilutive financing and business development.
As stated at the time of the Company's Interim Results released 10 December 2020, following the appointment of Dr Jones, Evgen's strategy has been refined as follows:
· to ensure Evgen's selected development programmes meet stringent scientific and commercial criteria;
· the Company's core R&D efforts to be focused on its oncology and ARDS pipeline;
· SFX-01 to continue to be provided to academic groups for preclinical evaluation in selected disease models;
· consideration will be given to supporting clinical evaluation of SFX-01 in non-core indications where there is compelling preclinical data and an attractive commercial opportunity;
· to leverage the Sulforadex® platform by supporting Juvenescence in bringing products to market outside the pharmaceutical sector; and
· the business model is to establish proof of concept and then conclude partnerships.
The Board is pleased with the progress the Company has made in the past 12 months, including commencing the Phase IIb/III ARDS trial and its first partnership, and is conscious of need for additional capital to fund the ongoing business operations and to allow the Company to continue to invest in the development of its preclinical and clinical stage drugs. With this in mind, the Board believes it is appropriate for the Company to raise the additional capital required to accelerate its product development pipeline and growth strategy.
Current trading
A s stated in the Company's Interim Results released 10 December 2020, the financial performance for the six-month period to 30 September 2020 was in line with expectations. The Company's first licensing revenues ($250k) were received following signature of the Juvenescence licence. Operating losses increased on the previous period by £0.3m from £1.6m to £1.9m; this was due to the increase in activity and costs of the toxicology programmes and manufacturing process development. Consequently the total comprehensive loss for the period was £1.8m (30 September 2019: £1.6m). The net cash outflow for the period was £1.8m (30 September 2019: inflow of £3.0m as a result of an equity fundraise). The cash position on 30 September 2020 stood at £2.3m (30 September 2019: £5.1m), reflecting the operating loss before share-based payment charges. Since the year end HMRC has remitted R&D tax credits of £0.47m.
The Placing
The Company has conditionally raised £10 million (before expenses) by way of a Placing at the Issue Price. The Placing Shares, have pursuant to the Placing and Open Offer Agreement, been placed by finnCap, as agent for the Company, with institutional and other professional investors.
The Placing has not been underwritten and is not subject to clawback. The Placing Shares are not part of the Open Offer and the Placing is not conditional on the Open Offer.
The Placing and Open Offer Agreement is conditional upon, inter alia, the approval of the Resolutions by Shareholders at the General Meeting, Admission occurring on or before 8.00 a.m. on 4 March 2021 (or such later date as finnCap and the Company may agree, being not later than 8.00 a.m. on 18 March 2021), and the Placing and Open Offer Agreement not having been terminated prior to Admission.
The Placing and Open Offer Agreement contains warranties from the Company in favour of finnCap in relation to (amongst other things) the Company and its business. In addition, the Company has agreed to indemnify finnCap in relation to certain liabilities it may incur in undertaking the Placing. finnCap has the right to terminate the Placing and Open Offer Agreement in certain circumstances prior to Admission, in particular, it may terminate in the event that there has been a material breach of any of the warranties or for force majeure.
The Open Offer
Qualifying Shareholders will be given the opportunity to subscribe for up to 12,490,676 new Ordinary Shares through an Open Offer to raise up to £1 million (approximately) before expenses in addition and separate to the funds raised pursuant to the Placing on the basis of 1 Open Offer Shares for every 11 Existing Ordinary Shares held on the Record Date.
The terms and conditions of the Open Offer will be set out in the Circular. The Open Offer is not underwritten.
The New Ordinary Shares will rank pari passu in all respects with the Existing Ordinary Shares including the right to receive all dividends and other distributions thereafter declared, made or paid on the Enlarged Share Capital . Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM.
Related party transactions
The participation of Huw Jones and Sue Foden (as detailed below within this Announcement) (the "Participating Directors") in the Placing constitutes related party transactions under the AIM Rules, by virtue of the Participating Directors being directors of the Company. The Independent Directors consider, having consulted with finnCap (as the Company's nominated adviser) that the terms of the related party transactions in relation to the participation of the Participating Directors in the Placing are fair and reasonable insofar as the Company's Shareholders are concerned.
Directors' Participation
The Participating Directors are subscribing for Placing Shares amounting to an aggregate subscription for 187,500 New Ordinary Shares, as follows:
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Director |
Number of Existing Ordinary Shares held |
Number of Placing Shares being acquired |
Total number of Ordinary Shares held following the Placing |
Percentage of Enlarged Issued Share Capital1 |
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Huw Jones |
Nil |
62,500 |
62,500 |
0.02% |
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Sue Foden |
Nil |
125,000 |
125,000 |
0.05% |
1 Excluding Open Offer Shares
Use of proceeds
The net proceeds of the Fundraising are intended to be used as follows:
· to fund further preclinical work for metastatic breast cancer (mBC), glioma and a further cancer indication yet to be announced;
· subject to further pre-clinical progress, potentially fund a clinical trial in glioma patients;
· to complete the formulation and scale up manufacturing of SFX-01;
· to complete all preparatory work required to file an Investigational New Drug application in the US in respect of SFX-01; and
· to fund the Group's operations through to mid-2023 including two key senior hires, being a Chief Business Officer and a Chief Scientific and Medical Officer.
General Meeting
The Company will be seeking specific authorities from Shareholders to allot the New Ordinary Shares proposed to be issued in respect of the Placing and the Open Offer by way of the Resolutions that will be proposed at the General Meeting.
APPENDIX 2
DEFINITIONS
In addition to the terms previously defined, the following definitions apply throughout this Announcement unless the context otherwise requires:
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"Admission" |
admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules |
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"AIM" |
the market of that name operated by London Stock Exchange |
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"AIM Rules" |
the AIM Rules for Companies, published by London Stock Exchange |
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"Application Form" |
the application form for use by Qualifying Non-CREST Shareholders in connection with the Open Offer |
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"Board" |
the board of directors of the Company |
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"Circular" |
the document expected to be posted to shareholders on 12 February 2021 containing information about the Fundraising and convening the General Meeting. A copy of the Circular will be available on the Company's website form the date of posting |
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"Company" or "Evgen" |
Evgen Pharma plc |
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"CREST" |
the relevant system (as defined in the Uncertificated Securities Regulations 2001) for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear UK & Ireland Limited |
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"CREST Regulations" |
the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755) |
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"Directors" |
the directors of the Company |
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"Enlarged Issued Share Capital" |
all of the Ordinary Shares in issue on Admission |
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"Euroclear" |
Euroclear UK & Ireland Limited, the operator of CREST |
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"Excess Application Facility" |
the arrangement pursuant to which Qualifying Shareholders may apply for additional Open Offer Shares in excess of their Open Offer Entitlement in accordance with the terms and conditions of the Open Offer |
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"Ex-entitlement Date" |
the date on which the Existing Ordinary Shares are marked "ex" for entitlement under the Open Offer, being 12 February 2021 |
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"Existing Ordinary Shares" |
the 137,397,441 existing ordinary shares of 0.25 pence each in issue at the date of the Circular, all of which are admitted to trading on AIM |
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"FCA" |
the Financial Conduct Authority |
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"finnCap" |
finnCap Limited |
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"Form of Proxy" |
the form of proxy for use by Shareholders in connection with the General Meeting |
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"FSMA" |
the Financial Services and Markets Act 2000 |
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"Fundraising" |
the Placing and the Open Offer together |
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"General Meeting" |
the general meeting of the Company to be convened for at 10:00 a.m. on 3 March 2021 |
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"Group" |
the group comprising the Company and its subsidiary undertakings |
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"Independent Directors" |
the Directors other than the Participating Directors |
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"Issue Price" |
8 pence per New Ordinary Share |
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"London Stock Exchange" |
London Stock Exchange plc |
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"Longstop Date" |
18 March 2021 |
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"New Ordinary Shares" |
together, the Placing Shares and the Open Offer Shares |
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"Ordinary Shares" |
ordinary shares of 0.25 pence each in the capital of the Company |
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"Open Offer" |
the conditional invitation by the Company to Qualifying Shareholders to apply to subscribe for the Open Offer Shares at the Issue Price on the terms and subject to the conditions set out in the Circular and, in the case of Qualifying Non-CREST Shareholders, in the Application Form |
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"Open Offer Entitlement" |
the individual entitlements of Qualifying Shareholders to subscribe for Open Offer Shares allocated to Qualifying Shareholders pursuant to the Open Offer |
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"Open Offer Shares" |
the up to 12,490,676 new Ordinary Shares to be issued by the Company pursuant to the Open Offer |
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"Overseas Shareholders" |
Shareholders with a registered address outside the United Kingdom |
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"Participating Directors" |
Huw Jones and Sue Foden, being the Directors subscribing for New Ordinary Shares as part of the Fundraising |
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"Placee" |
each person who is invited to and who chooses to participate in the Placing |
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"Placing" |
the placing of the Placing Shares at the Issue Price pursuant to the Placing and Open Offer Agreement |
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"Placing and Open Offer Agreement" |
the agreement dated 2 February 2021 between the Company and finnCap relating to the Placing |
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"Placing Shares" |
the 125,000,000 new Ordinary Shares to be issued by the Company pursuant to the Placing |
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"Qualifying CREST Shareholders" |
Qualifying Shareholders holding Existing Ordinary Shares in uncertificated form |
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"Qualifying Non-CREST Shareholders" |
Qualifying Shareholders holding Existing Ordinary Shares in certificated form |
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"Qualifying Shareholders" |
holders of Existing Ordinary Shares on the register of members of the Company at the Record Date but excluding any Overseas Shareholder who has a registered address in any Restricted Jurisdiction |
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"Receiving Agent" or "Registrar" |
SLC Registrars |
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"Record Date" |
close of business on 10 February 2021 |
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"Resolutions" |
the resolutions to be set out in the Notice of General Meeting forming part of the Circular |
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"Restricted Jurisdiction" |
each and any of the United States, Canada, Japan, South Africa, New Zealand or Australia and any other jurisdiction where the extension or the availability of the Open Offer would breach any applicable law |
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"Shareholders" |
holders of the Company's Ordinary Shares |
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"UK" |
the United Kingdom of Great Britain and Northern Ireland
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"UK MAR" |
the Market Abuse Regulation (EU) Regulation No. 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 |
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"US" or "United States" |
the United States of America, each State thereof, its territories and possessions (including the District of Columbia) and all other areas subject to its jurisdiction |
|
"uncertificated" or "in uncertificated form" |
an Ordinary Share recorded on a company's share register 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 |
|
"£", "pounds sterling", "pence" or "p" |
are references to the lawful currency of the United Kingdom |
APPENDIX 3
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 THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") 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: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION"); WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN EVGEN PHARMA PLC (THE "COMPANY").
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM 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.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. 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 SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS BEING MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, finnCap or any of their respective affiliates, agents, directors, officers or employees that would 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 finnCap to inform themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.
In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) (the "FSMA") does not apply.
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 relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, the Republic of South Africa or Japan. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Information" section of this Announcement. Capitalised terms not defined in this Appendix 3 shall have the meaning given to them in the "Definitions" contained in Appendix 2 of this Announcement.
By participating in the Placing (such participation to be confirmed in a recorded telephone conversation with finnCap or via email), each person who is invited to and who chooses to participate in the Placing (a "Placee") will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix 3.
In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) 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. in the case of a Relevant Person in the United Kingdom who acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article 2(e) of the UK Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the UK 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 the United Kingdom other than Qualified Investors or in circumstances in which the prior consent of the finnCap 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 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; and
3. in the case of a Relevant Person in a member state of the EEA (each a "Relevant State") who acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article 2(e) of the EU Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as 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 a Relevant State other than Qualified Investors or in circumstances in which the prior consent of finnCap has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of persons in a Relevant State other than 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; and
4. 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, acknowledgements, undertakings and agreements contained in this Announcement; and
5. 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 Appendix 3; and
6. except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 4 above) is outside the United States acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.
Details of the Placing Agreement and the Placing Shares
finnCap will shortly be entering into a placing agreement (the "Placing Agreement") with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, finnCap, as agent for and on behalf of the Company, will agree to use its reasonable endeavours to procure Placees for the Placing Shares.
The Placing will comprise of up to 125,000,000 new Ordinary Shares in the capital of the Company (the "Placing Shares"), which shall be issued subject to and conditional upon the passing of certain resolutions (the "Resolutions") to be proposed at a general meeting of the Company to be held on 3 March 2021 (the "General Meeting").
No element of the Placing is being underwritten.
The Placing Shares will, when issued, be subject to the memorandum and articles of association of the Company, be credited as fully paid and will rank pari passu in all respects with the existing issued 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.
Pursuant to the Placing Agreement, the Company will agree that, for a period of three months following Admission, it will not without the prior consent of finnCap issue any shares or options to subscribe for any shares (other than options granted pursuant to any employee share schemes adopted by the Company) or securities convertible or exchangeable into shares or enter into any agreement or undertaking to do so.
Application for admission to trading
Application will be made to London Stock Exchange plc (the "London Stock Exchange") for admission of the Placing Shares to trading on AIM ("Admission").
It is expected that Admission of the Placing Shares will take place at 8.00 a.m. on 4 March 2021 and that dealings in the Placing Shares will commence at the same time.
Principal terms of the Placing
1. finnCap is acting as bookrunner to the Placing, as agent for and on behalf of the Company.
2. Participation in the Placing will only be available to Relevant Persons and others who may lawfully be, and are, invited by finnCap to participate. finnCap and any of its affiliates are entitled to participate in the Placing as principal.
3. The price per Placing Share (the "Issue Price") is fixed at 8 pence and is payable to finnCap (as agent for the Company) by all Placees.
4. Up to 125,000,000 new Ordinary Shares will be issued pursuant to the Placing.
5. finnCap reserves the right to scale back the number of Placing Shares to be subscribed for or acquired by any Placee in the event of an oversubscription under the Placing. finnCap also reserves the right not to accept offers for Placing Shares or to accept such offers in part rather than in whole.
6. Each Placee's allocation (including the number of Placing Shares) will be determined by finnCap in its discretion following consultation with the Company and having regard to the Company's reasonable requests. Each Placee's allocation of Placing Shares will be communicated orally or via email by finnCap to the relevant Placee. That oral confirmation or returned email confirmation will give rise to an irrevocable, legally binding commitment by such Placee, in favour of finnCap and the Company, under which it agrees to acquire the number of Placing Shares allocated to it at the Issue Price and otherwise on the terms and subject to the conditions set out in this Appendix 3 and in accordance with the Company's articles of association. Except with finnCap's consent, such commitment will not be capable of variation, revocation, termination or rescission at either the time of such oral confirmation or any time thereafter.
7. Each Placee's allocation and commitment for the Placing will be evidenced by a separate contract note issued to such Placee by finnCap. The terms of this Appendix 3 will be deemed incorporated in each such contract note.
8. Each Placee's allocation and commitment to subscribe for Placing Shares will be made on the terms and subject to the conditions in this Appendix 3 and will be legally binding on the Placee on behalf of which it is made and except with finnCap's consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to finnCap (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.
9. Except as required by law or regulation, no press release or other announcement will be made by finnCap or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
10. Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made on the basis explained below under "Registration and settlement".
11. All obligations under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing".
12. By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
13. To the fullest extent permissible by law and applicable rules of the Financial Conduct Authority (the "FCA"), neither:
(a) finnCap;
(b) any of its affiliates, agents, directors, officers, consultants or employees; nor
(c) to the extent not contained within (a) or (b), any person connected with finnCap as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of finnCap);
shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither finnCap nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of finnCap's conduct of the Placing or of such alternative method of effecting the Placing as finnCap and the Company may agree.
Registration and settlement
If Placees are allocated any Placing Shares in the Placing they will be sent a contract note or electronic confirmation which will confirm the number of Placing Shares allocated to them, the Issue Price and the aggregate amount owed by them to finnCap.
Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by finnCap in accordance with either the standing CREST or certificated settlement instructions which they have in place with finnCap.
Settlement of transactions in the Placing Shares (ISIN: GB00BSVYN304) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST is expected to occur on 4 March 2021, unless notified by finnCap. Settlement will be on a delivery versus payment basis. However, 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 finnCap may agree that the Placing Shares should be issued in certificated form. finnCap reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as it deems necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of three percentage points above prevailing base rate of Barclays Bank plc as determined by finnCap.
Each Placee is deemed to agree that if it does not comply with these obligations, finnCap may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for finnCap's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the Issue Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of its Placing Shares on its behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional contract note 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 United Kingdom stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.
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 finnCap under the Placing Agreement in relation to the Placing Shares are conditional upon, inter alia:
(a) none of the warranties on the part of the Company contained in the Placing Agreement being untrue, inaccurate or misleading on the date on which the Placing Agreement is signed or on Admission, by reference to the facts and circumstances then subsisting;
(b) the Company complying with its obligations under the Placing Agreement to the extent that they fall to be performed on or before Admission;
(c) the Resolutions having been duly passed at the General Meeting (or at any adjournment thereof); and
(d) Admission having become effective at or before 8.00 a.m. on 4 March 2021 or such later time as finnCap may agree with the Company but in any event no later than 8.00 a.m. on 18 March 2021 (the "Long Stop Date"),
(all conditions to the obligations of finnCap included in the Placing Agreement being together, the "conditions").
If any of the conditions are not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and finnCap may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.
By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.
finnCap may, in its absolute discretion and upon such terms as it thinks fit, waive fulfilment of certain of the conditions in whole or in part, or extend the time provided for fulfilment of such conditions, save that conditions relating to the passing of the Resolutions and Admission referred to in paragraphs (c) and (d) respectively above may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix 3.
finnCap may terminate the Placing Agreement in certain circumstances, details of which are set out below.
Neither finnCap nor any of its affiliates, agents, directors, officers or employees nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of finnCap.
Termination of the Placing
finnCap may, in its absolute discretion, by notice to the Company, terminate the Placing Agreement at any time up to Admission if, inter alia:
(a) the Company fails in any material respect to comply with any of its obligations under the Placing Agreement or it commits a breach of the rules and regulations of the FCA and/or London Stock Exchange or any other applicable law;
(b) there has, in opinion of finnCap, been a breach of the warranties given to it which it considers material in the context of the Placing;
(c) there has, in the opinion of finnCap, been a material adverse change in the condition (financial, operational, legal or otherwise), business, operations or prospects of the Company;
(d) any statement contained in this Announcement or any other document or announcement issued or published by or on behalf of the Company in connection with the Placing is or has become or has been discovered to be untrue or inaccurate or misleading in any respect which finnCap considers to be material in the context of the Placing; or
(e) in the opinion of finnCap, there has been a force majeure event.
If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.
By participating in the Placing, each Placee agrees with the Company and finnCap that the exercise by the Company or finnCap of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or finnCap or for agreement between the Company and finnCap (as the case may be) and that neither the Company nor finnCap need make any reference to such Placee and that none of the Company, finnCap nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.
By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it after the issue by finnCap of a contract note confirming each Placee's allocation and commitment in the Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges and agrees (for itself and for any such prospective Placee) that (save where finnCap expressly agrees in writing to the contrary):
1. it has read and understood this Announcement in its entirety and that its acquisition of the 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 that it 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 Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information (as defined below);
2. it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document:
a. is required under the UK Prospectus Regulation, EU Prospectus Regulation or other applicable law; and/or
b. has been or will be prepared in connection with the Placing;
3. the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the London Stock Exchange, the FCA and/or the Market Abuse Regulation (EU) Regulation No. 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK MAR"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account (together, the "Publicly Available Information") and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;
4. it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and neither finnCap nor the Company nor any of their respective affiliates, agents, directors, officers or employees nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement or the Publicly Available Information; nor has it requested finnCap, the Company, any of their respective affiliates, agents, directors, employees or officers or any person acting on behalf of any of them to provide it with any such information;
5. neither finnCap nor any person acting on behalf of it nor any of its affiliates, agents, directors, officers or employees has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
(a) the only information on which it is entitled to rely on and on which it has relied in committing to acquire the Placing Shares is contained in the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on Publicly Available Information;
(b) neither finnCap, nor the Company (nor any of their respective affiliates, agents, directors, officers and employees) have made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information;
(c) it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and
(d) it has not relied on any investigation that finnCap or any person acting on its behalf may have conducted with respect to the Company, the Placing or the Placing Shares;
7. the content of this Announcement and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither finnCap nor any persons acting on its behalf is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement or the Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the Publicly Available Information or otherwise. Nothing in this Appendix 3 shall exclude any liability of any person for fraudulent misrepresentation;
8. it is not, and at the time the Placing Shares are acquired will not be, a resident of the United States of America, Australia, Canada, the Republic of South Africa or Japan;
9. the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, Australia, Canada, the Republic of South Africa or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, Canada, the Republic of South Africa or Japan or in any country or jurisdiction where any such action for that purpose is required;
10. it has the funds available to pay for the Placing Shares for which it has agreed to acquire and acknowledges and agrees that it will pay the total subscription amount in accordance with the terms of this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as finnCap determines;
11. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and
(d) has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix 3) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares;
12. it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired will not be, a resident of, or with an address in, or subject to the laws of, the United States of America, Australia, Canada, the Republic of South Africa or Japan, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of the United States of America, Australia, Canada, the Republic of South Africa or Japan and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;
13. it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;
14. it understands that the Placing Shares have not been, and will not be, registered under the Securities Act and may not be offered, sold or resold in or into or from the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws; and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;
15. it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the Securities Act;
16. not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
17. none of finnCap, the Company nor any of their respective affiliates, agents, directors, officers or employees nor any person acting on behalf of any of them is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of finnCap and that finnCap has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
18. it will make payment to finnCap for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due time and date set out in this Announcement, failing which the relevant Placing Shares may be placed with others on such terms as finnCap determines in its absolute discretion without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (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;
19. no action has been or will be taken by any of the Company, finnCap or any person acting on behalf of the Company or finnCap that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;
20. the person who it specifies for registration as holder of the Placing Shares will be:
(a) the Placee; or
(b) a nominee of the Placee, as the case may be,
and that finnCap and the Company will not be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to indemnify the Company and finnCap in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of finnCap or transferred to a CREST stock account of finnCap who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;
21. the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;
22. if it is within the United Kingdom, it and any person acting on its behalf falls within Article 19(5) and/or 49(2) 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;
23. it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or a Relevant State prior to the expiry of a period of six months from Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted 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 or within the meaning of the UK Prospectus Regulation, or an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation;
24. if it is within the United Kingdom, it is a Qualified Investor as defined in Article 2(e) of the UK Prospectus Regulation and if it is within a Relevant State, it is a Qualified Investor as defined in Article 2(e) of the EU Prospectus Regulation;
25. it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by finnCap in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;
26. it has complied and it will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA in respect of anything done in, from or otherwise involving the United Kingdom);
27. if it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom other than Qualified Investors, or in circumstances in which the express prior written consent of finnCap has been given to the offer or resale;
28. if it has received any inside information (for the purposes of the UK MAR and section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in advance of the Placing, it has not:
(a) dealt (or attempted to deal) in the securities of the Company;
(b) encouraged, recommended or induced another person to deal in the securities of the Company; or
(c) unlawfully disclosed such information to any person, prior to the information being made publicly available;
29. finnCap and its affiliates, acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, finnCap and/or any of its affiliates acting as an investor for its or their own account(s). Neither finnCap nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;
30. it:
(a) has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, 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);
(b) is not a person:
(i) with whom transactions are prohibited under the US Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury;
(ii) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or
(iii) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law,
(together, the "Regulations") and if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to finnCap such evidence, if any, as to the identity or location or legal status of any person which it may request from it in connection with the Placing (for the purpose of complying with the Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by finnCap on the basis that any failure by it to do so may result in the number of Placing Shares that are to be acquired by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as finnCap may decide at its sole discretion;
31. in order to ensure compliance with the Regulations, finnCap (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to finnCap or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at finnCap's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at finnCap's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity finnCap (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either finnCap and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
32. it acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the contract note will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or finnCap's conduct of the Placing;
33. it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;
34. it irrevocably appoints any duly authorised officer of finnCap as its agent for the purpose 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 for which it agrees to acquire upon the terms of this Announcement;
35. the Company, finnCap and others (including each of their respective affiliates, agents, directors, officers and employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to finnCap on its own behalf and on behalf of the Company and are irrevocable;
36. it is acting as principal only in respect of the Placing or, if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it is duly authorised to do so and it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;
37. time is of the essence as regards its obligations under this Appendix 3;
38. any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to finnCap;
39. the Placing Shares will be issued subject to the terms and conditions of this Appendix 3; and
40. the terms and conditions contained in this Appendix 3 and all documents into which this Appendix 3 is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire Placing Shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of such contract except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with interest chargeable thereon) may be taken by the Company or finnCap 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.
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, finnCap and each of their respective affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Appendix 3 or incurred by finnCap, the Company or each of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix 3 shall survive after the completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor finnCap shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and they should notify finnCap accordingly. In addition, Placees should note that they will be liable for 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 outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and finnCap in the event that either the Company and/or finnCap have incurred any such liability to such taxes or duties.
The representations, warranties, acknowledgements and undertakings contained in this Appendix 3 are given to finnCap for itself and on behalf of the Company and are irrevocable.
finnCap is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing or any other matters referred to in this Announcement, and finnCap will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.
Each Placee and any person acting on behalf of the Placee acknowledges that finnCap does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and agrees that finnCap may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.
When a Placee or any person acting on behalf of the Placee is dealing with finnCap, any money held in an account with finnCap 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 relevant rules and regulations of the FCA made under the FSMA. Each 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 finnCap's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.
References to time in this Announcement are to London time, unless otherwise stated.
All times and dates in this Announcement may be subject to amendment. Placees will be notified of any changes.
No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
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