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Synairgen plc (SNG)

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Wednesday 14 October, 2020

Synairgen plc

Placing and Open Offer

RNS Number : 1242C
Synairgen plc
14 October 2020
 

 

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION, OR FORWARDING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.

 

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

 

14 October 2020

Synairgen plc

("Synairgen" or the "Company")

Placing to raise up to £80.0 million,

Open Offer to raise up to £7.0 million

and

Notice of General Meeting

 

Southampton, UK - 14 October 2020: Synairgen plc (LSE: SNG), the respiratory drug discovery and development company, announces a proposed fundraising by way of a placing (the "Placing") to raise up to £80.0 million at a price per share of 175 pence (the "Issue Price"). The Company also announces it will be making an Open Offer to Qualifying Shareholders at the Issue Price to raise up to £7.0 million (the "Open Offer", and together with the Placing, the "Fundraising").

The announcement follows positive Phase II SNG001 COVID-19 data that supports progression into a Phase III trial designed to be sufficient for marketing authorisation applications in 2021, with regulatory discussions on-going and manufacturing scale-up activity underway.

The gross proceeds of the Placing will be used to:

· fund a Phase III clinical trial of SNG001 in c. 900 COVID-19 patients across c. 20 countries, with an anticipated start date in Q4 2020;

· fund SNG001 manufacturing and device scale up activities, with the aim of producing c. 100,000 treatment courses per month in 2021;

· generate further data to support SNG001 clinical development, manufacturing processes and regulatory activities;

· strengthen the balance sheet for potential partnering discussions with regards to the SNG001 opportunity, working capital and fees; and

· provide an opportunity for certain Directors of the Company to exercise existing options, which the Company will net settle on their behalf.

The net proceeds of the Open Offer will be used to further support the Company's working capital requirements.

The Placing will take place in two tranches, with the first tranche of up to 14,943,300 new Ordinary Shares (the "Firm Placing Shares") utilising the Company's existing shareholder authorities to issue new shares on a non-pre-emptive basis for cash (the "Firm Placing") and the second tranche of up to 30,770,985 new Ordinary Shares (the "Conditional Placing Shares", and together with the Firm Placing Shares, the "Placing Shares") to be issued subject to new shareholder approvals to be sought at a general meeting of the Company (the "General Meeting") (the "Conditional Placing").

finnCap Ltd ("finnCap") and Numis Securities Limited ("Numis") are acting as joint bookrunners, and finnCap is acting as nominated adviser, in connection with the Placing. The Placing Shares are being offered by way of an accelerated bookbuild (the "Bookbuild"), which will be launched immediately following this Announcement (as defined below), in accordance with the terms and conditions set out in Appendix II to this Announcement.

The final number of Placing Shares will be agreed by finnCap, Numis and the Company at the close of the Bookbuild and the result will be announced as soon as practicable thereafter. It is envisaged that the Bookbuild will be closed no later than 4.30 p.m. on Thursday 15 October 2020. The Placing will not be underwritten.

The Issue Price of 175 pence per share represents a discount of approximately 4.1 per cent. to the volume-weighted average price of an Ordinary Share for the ten day period up to and including 14 October 2020 (being the latest practicable date prior to this Announcement).

In addition, in order to provide Qualifying Shareholders with an opportunity to participate at the Issue Price, the Company will also be conducting an Open Offer to raise gross proceeds of up to c.£7.0 million for the Company.  The Open Offer will be made to Qualifying Shareholders pursuant to the Circular (as defined below).

The Firm Placing is conditional, inter alia, upon the Placing Agreement not having been terminated and becoming unconditional in respect of those shares. The Conditional Placing and the Open Offer are conditional, inter alia, upon Shareholders approving the respective Resolutions at the General Meeting. The Company intends to publish and send a circular (the "Circular") on or around 15 October 2020 to shareholders, which will convene the General Meeting in order to propose the necessary Resolutions to authorise the Directors to allot the Conditional Placing Shares and the Open Offer Shares for cash free of statutory pre-emption rights. It will also contain the terms and conditions of the Open Offer. The Circular will be available on the Company's website: www.synairgen.com.

The Placing Shares are not being made available to the public and are only available to Relevant Persons. The Open Offer Shares will only be available to Qualifying Shareholders.

Set out below in Appendix I is an extract from the draft Circular that is proposed to be sent to Shareholders after the closing of the Bookbuild. The Circular, including the Notice of General Meeting, will be sent to Shareholders and published on the Company's website shortly after the closure, and announcement of, the results of the Bookbuild.

This Announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing in Appendix II to this Announcement. Further information relating to the Fundraising is described in Appendix I to this Announcement.

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendices), and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties and acknowledgements contained in Appendix II.

Unless otherwise indicated, capitalised terms in this Announcement have the meaning given to them in the definitions section included in Appendix III.

The ticker for the Company's ordinary shares is SNG. The Company's LEI is 213800IMMTOPPDF8HD24.

Enquiries:

Synairgen plc                                                                                                                   +44 (0) 23 8051 2800

Richard Marsden (Chief Executive Officer)

John Ward (Finance Director)

finnCap - Nominated Adviser and Joint Bookrunner                                                +44 (0) 20 7220 0500

Geoff Nash / James Thompson / Charlie Beeson (Corporate Finance)

Alice Lane / Sunila de Silva (ECM)

Numis - Joint Bookrunner                                                                                              +44 (0) 20 7260 1000

James Black / Freddie Barnfield / Duncan Monteith

Consilium Strategic Communications - Financial Media and Investor                  +44 (0) 20 3709 5700

Relations Adviser

Mary-Jane Elliott / Sue Stuart / Olivia Manser

 

About Synairgen

Synairgen is a respiratory drug discovery and development company founded by University of Southampton Professors Sir Stephen Holgate, Donna Davies and Ratko Djukanovic. The business, focused primarily on lung viral defence in asthma, COPD and COVID-19, uses its differentiating human biology BioBank platform and world-renowned international academic KOL network to discover and develop novel therapies for respiratory disease. Synairgen is quoted on AIM (LSE: SNG). For more information about Synairgen, please see www.synairgen.com

 

IMPORTANT NOTICES AND DISCLAIMER

This announcement including its appendices (together, the "Announcement") and the information contained in it is not for publication, release, transmission distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, New Zealand, Japan or the Republic of South Africa or any other jurisdiction in which publication, release or distribution would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, New Zealand, Japan or the Republic of South Africa or any other state or jurisdiction where to do so would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.  This Announcement has not been approved by the London Stock Exchange or by any other securities exchange. 

The new Ordinary Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, except pursuant to an exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.  The new Ordinary Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of new Ordinary Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, New Zealand, Japan or the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, New Zealand, Japan or the Republic of South Africa.

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 U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.

No public offering of the new Ordinary Shares is being made in the United States, United Kingdom or elsewhere. All offers of the new Ordinary Shares will be made pursuant to an exemption under the Prospectus Regulation (EU) 2017/1129, as amended from time to time, and includes any relevant implementing measure in any member state (the "Prospectus Regulation") from the requirement to produce a prospectus. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. This Announcement and the terms and conditions set out herein are for information purposes only and are directed only at persons who are: (a) persons in Member States of the European Economic Area and the United Kingdom, who are qualified investors (within the meaning of article 2(e) of the Prospectus Regulation ("Qualified Investors"); and (b) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated; (all such persons together being referred to as "relevant persons"). This Announcement and the terms and conditions set out herein must not be acted on or relied on by persons who are not relevant persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement and the terms and conditions set out herein relates is available only to relevant persons and will be engaged in only with relevant persons.

This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the directors or the Company, or by any of its or their respective partners, employees, advisers, 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 therefore is expressly disclaimed.

This Announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the Fundraise described above, and is disclosed in accordance with the Company's obligations under Article 17 of MAR. In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR.  This inside information is set out in this Announcement. Therefore, upon publication of this announcement, those persons that received such inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

finnCap Ltd, which is authorised and regulated by the FCA for the conduct of regulated activities in the United Kingdom, is acting as nominated adviser and joint bookrunner to the Company and no one else in connection with the Fundraising and is not acting for and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Fundraising. finnCap's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of his decision to acquire shares in the Company in reliance on any part of this Announcement.

Each of Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, and Numis Securities Inc., which is authorised in the US by the Financial Industry Regulatory Authority, is acting exclusively for the Company and no one else in connection with this Announcement or the Fundraising. None of Numis UK or Numis US will regard any other person as a client or will be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Fundraising.

Except as required under applicable law, neither Numis, finnCap nor any of their directors, officers, partners, employees, advisers, affiliates or agents assume or accept any responsibility whatsoever for the contents of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of Numis, finnCap or any of their affiliates in connection with the Company, the new Ordinary Shares or the Fundraising.  Numis, finnCap and each of their directors, officers, partners, employees, advisers, affiliates and agents accordingly disclaim all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by Numis, FinnCap or any of their directors, officers, partners, employees, advisers, affiliates or agents as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

The distribution of this Announcement and/or the Fundraising in certain jurisdictions may be restricted by law. No action has been taken by the Company, Numis, FinnCap or any of their respective affiliates that would, or which is intended to, permit an offering of the new Ordinary Shares in any jurisdiction or result in the possession or distribution of this Announcement or any other offering or publicity material relating to new Ordinary Shares in any jurisdiction where action for that purpose is required. 

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions which may occur in the future, are beyond the Company's control and could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it, nor do they intend to. As a result of these risks, uncertainties and assumptions, the recipient should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Fundraising. Any investment decision to subscribe for Placing Shares in the Placing or the Open Offer Shares in the Open Offer must be made solely on the basis of publicly available information, which has not been independently verified by Numis or finnCap. 

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This Announcement does not constitute a recommendation concerning any investor's option with respect to the Fundraising. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. 

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.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the new Ordinary Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the new Ordinary Shares may decline and investors could lose all or part of their investment; the new Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the new Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Fundraising.  Furthermore, it is noted that, notwithstanding the Target Market Assessment, Numis and 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 new Ordinary Shares. 

Each distributor is responsible for undertaking its own target market assessment in respect of the new Ordinary Shares and determining appropriate distribution channels.

The following text has been extracted from the circular:

 

Appendix I - EXTRACTS FROM THE CIRCULAR

LETTER FROM THE CHAIRMAN

1)  INTRODUCTION

Today, 14 October 2020, the Company announces its intention to raise up to £87.0 million (before fees and expenses).

The Firm Placing is being made pursuant to existing authorities to allot shares for cash and disapply pre-emption rights under section 551 and section 570 of the Act, which were granted to the Directors at the Annual General Meeting of the Company held on 29 June 2020. Accordingly, completion of the Firm Placing and Firm Admission is expected to occur at 8.00 a.m. on 19 October 2020 or such later time and/or date as finnCap, Numis and the Company may agree, not being later than 8.30 a.m. on 19 October 2020.

The Company will require further share authorities to allot the Conditional Placing Shares and the Open Offer Shares. Accordingly, the Conditional Placing and the Open Offer are conditional, inter alia, upon Shareholders approving the respective Resolutions at the General Meeting, notice of which will be set out at the end of the Circular. The Resolutions will be held on a poll. Subject to the passing of the Resolutions, Admission of the Conditional Placing Shares and the Open Offer Shares is expected to occur at 8.00 a.m. on 4 November 2020 or such later time and/or date as finnCap, Numis and the Company may agree, not being later than 8.30 a.m. on 4 November 2020.

No element of the Fundraising is being underwritten.

The purpose of the Circular is, amongst other things, to provide you with more information about the background to and reasons for the Fundraising and to explain why the Board considers the Fundraising to be in the best interests of the Company and its Shareholders as a whole.

Shareholders are reminded that should the relevant Resolutions not be passed, the proceeds of the Conditional Placing and/or the Open Offer will not be received by the Company, which would materially adversely affect the Company's business plans and severely impact its ability to develop SNG001 as currently intended. Should the Resolutions not be passed, the Company would not be able to commence the proposed Phase III clinical trial in COVID-19 patients as detailed in the circular and it would materially adversely affect its manufacturing and device scale-up activities and potentially its other balance sheet strengthening and partnering activities. Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions to be proposed at the General Meeting, as they intend to do in respect of their own holdings.

2)  BACKGROUND TO AND REASONS FOR FUNDRAISING AND USE OF PROCEEDS

OVERVIEW

Synairgen leverages its deep understanding of respiratory biology to discover and develop novel therapies in areas of high unmet respiratory medical need. The Company, focused primarily on lung viral defence in asthma, COPD, and COVID-19, uses its differentiated human biology BioBank platform and world renowned international academic Key Opinion Leader network to discover and develop novel therapies for respiratory disease.

During the first half of the year, Synairgen made significant clinical progress with its inhaled formulation of interferon beta, SNG001. Most importantly, Synairgen's results from its Phase II trial of SNG001 in 101[1] hospitalised COVID-19 patients in July 2020 indicated that its inhaled interferon beta could provide a valuable treatment option in the face of the global pandemic. Furthermore, the safety, biomarker, and efficacy data for SNG001 provided from the interim analysis of Synairgen's Phase II COPD trial in September 2020 is supportive of the on-going development of SNG001 in COVID-19 patients. The Company is currently focused on working with governments, regulators, and other key stakeholders to progress SNG001 as a treatment for COVID-19.

Following a positive pre-Investigational New Drug (IND) Application meeting with the U.S. Food and Drug Administration (FDA) regarding the design of a Phase III randomised placebo-controlled trial of SNG001 in hospitalised COVID-19 patients, and with manufacturing scale-up activity underway, the Company is pleased to announce the proposed Fundraising of up to £87.0 million to support the Phase III clinical development and supply chain scale-up of SNG001 for COVID-19 patients.

COVID-19

COVID-19, caused by the SARS-CoV-2 virus, is a global threat and there is an urgent need to assess new treatments to prevent and effectively treat the severe lower respiratory tract illness that can occur with this disease. Older people and those with co-morbidities such as heart and lung complications or diabetes are at greatest risk of developing severe or fatal disease.

Interferon beta applicability to COVID-19

Interferon beta ("IFN-beta") is a naturally-occurring protein, which orchestrates the body's antiviral responses. There is growing evidence that deficiency in IFN-beta production by the lung could explain the enhanced susceptibility in 'at-risk' patient groups to developing severe lower respiratory tract (lung) disease during respiratory viral infections. Furthermore, viruses, including coronaviruses such as SARS-CoV-2, have evolved mechanisms which suppress endogenous IFN-beta production, helping the virus to evade the innate immune system. The addition of exogenous IFN-beta before or during viral infection of lung cells in vitro either prevents or greatly reduces viral replication. Synairgen's SNG001 is a formulation of IFN-beta-1a for direct delivery to the lungs via nebulisation. It is pH neutral, and is free of mannitol, arginine and human serum albumin, making it suitable for inhaled delivery direct to the site of action.

Phase I and II trial data have shown that SNG001 activates lung antiviral defences as measured in sputum cells, and that SNG001 has been well tolerated in approximately 280 asthma/COPD/COVID-19 patients to-date.

The COVID-19 trial - SG016

Synairgen's clinical trial in COVID-19 patients, SG016, is a double-blind, placebo-controlled trial. The two-part 221 patient trial comprises 101 patients initiated in the hospital setting (top-line results announced 20 July 2020, details of which are below), and a further 120 patients in the home setting (currently ongoing).

Hospital trial

Synairgen's Phase II trial of SNG001 in hospitalised COVID-19 patients was awarded Urgent Public Health status. It was conducted across nine NHS trusts in the UK and was adopted by the NIHR Respiratory Translational Research Collaboration. These sites are leading centres in respiratory medicine in the UK, whose internationally-recognised experts are working together to accelerate development and discovery of treatments for COVID-19.

Results of SG016 trial in hospital patients

On 20 July 2020, the Company announced positive top-line results from the trial with more detailed results of primary endpoint analyses disclosed in the Company's 2020 Interim Results on 29 September 2020.

The design of this trial, which began dosing patients in March 2020, was based on the recommendations contained within the World Health Organization (WHO) R&D Blueprint Novel Coronavirus COVID-19 Therapeutic Trial Synopsis issued in February 2020.

The primary endpoint was the change in condition assessed using the WHO Ordinal Scale for Clinical Improvement (OSCI; see table below) during the dosing period in the Intention-to-Treat population (ITT).

WHO Ordinal Scale for Clinical Improvement (Feb 2020)

 

Patient State

 

Descriptor

OSCI

Score

Uninfected

No clinical or virological evidence of infection

0

Ambulatory

No limitation of activities

1

Limitation of activities

2

Hospitalised

- Mild disease

Hospitalised, no oxygen therapy

3

Oxygen by mask or nasal prongs

4

Hospitalised

- Severe disease

 

Non-invasive ventilation or high-flow oxygen

5

Intubation and mechanical ventilation

6

Ventilation + additional organ support

7

Dead

Death

8

As no clinical data had been collected using the OSCI in the study population at the time, multiple pre-specified analyses were conducted at fixed time points and over the whole dosing period, with the aim of learning about SNG001 as a potential treatment for COVID-19 patients, and to inform future trial design. There was no hierarchy within the analyses or adjustments made for multiplicity.

101 patients were randomised; 48 received SNG001 and 50 received placebo (ITT population; patients who took at least one dose of study medication). Of these 98 patients, 86 patients, 43 in each arm, met the criteria for the per-protocol population (PP population; positive PCR test, had taken at least two out of their first three scheduled doses and had no protocol deviations impacting on efficacy).

Results of primary endpoint analyses are shown in the tables below (where an Odds Ratio (OR) or Hazard Ratio (HR) of 1 would indicate no difference between SNG001 and placebo):

 

 

A ratio above 1 signifies a greater likelihood of (for HR), or odds of (for OR), the effect occurring on SNG001 compared to placebo

 

ITT population

(n = 98)

PP population

(n = 86)

 

Analysis

Ratio

(95% CI)

p-value

Ratio

(95% CI)

p-value

Odds of improvement across the OSCI (any improvement at day 15/16 compared to baseline)

OR 2·32 (1·07, 5·04)

 

 

0·033

OR 2.80 (1.21, 6.52)

 

 

0·017

Time to Recoverya (time from first dose to no limitation of activities without subsequent relapse)

HR 2·19 (1·03, 4·69)

 

 

0·043

HR 2.29 (1.07, 4.91)

 

 

0.033

Odds of Recovery (no limitation of activities recorded at day 15/16 without subsequent relapse)

OR 3·19 (1·24, 8·24)

 

 

0·017

OR 3.18 (1.21, 8.39)

 

 

0.019

Time to Hospital Dischargeb (time from first dose to hospital discharge with no subsequent hospital re-admission)

HR 1·37 (0·85, 2·20)

 

 

0·196

HR 1.53 (0.96, 2.42)

 

 

0.072

Odds of Hospital Discharge (discharged from hospital at day 15/16 without subsequent hospital re-admission)

OR 1·63 (0·61, 4·35)

 

0·330

OR 2.14 (0.64, 7.12)

 

0.215

Recovery was defined as a post baseline OSCI score of 0 or 1 which does not rise above 1 at any subsequent visits.

Hospital Discharge was defined as a post baseline OSCI score of 2 or less which does not rise above 2 at any subsequent visits.

 

 

A ratio below 1 signifies a lower likelihood of (for HR), or odds of (for OR), the effect occurring on SNG001 compared to placebo

 

ITT population

(n = 98)

PP population

(n = 86)

 

Analysis

Ratio

(95% CI)

p-value

Ratio

(95% CI)

p-value

Time to severe disease or death (time from first dose until first incidence of OSCI≥5)

HR 0·50 (0.18, 1.38)

0·179

Not calculated as not part of statistical analysis plan

Odds of severe disease or death (OSCI≥5 at any time in the first 16 days after first dose)  

OR 0·28 (0·07, 1·08)

 

 

0·064a

OR 0.18 (0.04, 0.93)

 

0.041b

Time to intubation or death (time from first dose until first incidence of OSCI≥6)

 

HR 0·38 (0·09, 1·65)

 

0·198

Not calculated as not part of statistical analysis plan

Odds of intubation or death (OSCI≥6 at any time in the first 16 days after first dose)

 

OR 0·42 (0·09, 1·83)

 

0·246b

 

OR 0.31 (0.05, 1.79)

 

0.189b

 a Using the pre-specified logistic regression analysis, SNG001 reduced the odds of developing severe disease or dying in the ITT population by 79% (OR 0·21; 95% CI: 0·04, 0·97; p=0·046). As quasi-complete separation of data occurred in some model covariates, an additional post-hoc, Firth logistic regression analysis was conducted. This showed there was a trend towards reduced odds of progression to severe disease or death in the ITT population (72% reduction; OR 0·28; 95% CI: 0·07, 1·08; p=0·064) that became significant in the per protocol population (82% reduction; OR 0.18; 95% CI: 0.04, 0.93; p=0.041).

b Post hoc analysis using the Firth logistic regression analysis.

 

Key findings

· SNG001 treatment, when compared to placebo, was associated with greater odds of improvement across the WHO OSCI and with more rapid recovery to a point where patients were no longer limited in their activity, with a greater proportion of patients recovering during the study period. There was a strong trend towards reduced odds of progression to severe disease or death in the ITT population that became significant in the per-protocol population.

· Over the treatment period, patient-reported Breathlessness Cough and Sputum Scale (BCSS), and in particular breathlessness scores, were markedly reduced in patients who received SNG001 compared to those receiving placebo (p=0.026 and p=0.007, respectively).

Other findings

· The median duration of COVID-19 symptoms at the point dosing commenced was 10 days, suggesting that there is a wide window for effective treatment.

· Odds ratios for improvement, recovery and hospital discharge were in favour of SNG001 at day 28 suggesting that the treatment effect extends beyond the end of the dosing period. A treatment that accelerates full recovery may be especially relevant to around c. 1 in 20 patients with COVID-19 who experience wide-ranging long-term symptoms for at least a month and sometimes longer (known as long, long-haul or long-tail COVID-19).

· Three patients died during the study; all deaths occurred in patients randomised to placebo, therefore, no modelling analysis was undertaken.

· SNG001 was well-tolerated.

Regulatory pathway for Phase III study

Synairgen has had a positive pre-IND meeting with the U.S. FDA for SNG001 for a Phase III study for the treatment of COVID-19. A pre-IND meeting provides an opportunity for an open communication between the sponsor and the FDA to discuss the IND development plan and to obtain the FDA's guidance on clinical studies for the sponsor's new drug candidate.

The FDA has reviewed the SNG001 pre-IND materials including preclinical and Chemistry and Manufacturing Control (CMC) data, the results of the Phase II study in COVID-19 patients and the proposed Phase III protocol.  The FDA has provided Synairgen with guidance on the Phase III clinical study to support the potential registration of SNG001 for the treatment of COVID-19. The Company plans to file an IND application as soon as possible to allow the Phase III study to be initiated. Synairgen will continue to work closely with the FDA as development continues. 

Interactions with the European Medicines Agency ("EMA") are ongoing.

Phase III trial (SG018) and appointment of Parexel Biotech

Synairgen intends to commence a Phase III randomised placebo-controlled trial of SNG001 in hospitalised COVID-19 patients, named SG018, with an anticipated start date during Q4 2020.

The trial will enrol 900 patients with an OSCI score of 4 to be randomised:

· 300 patients with one syringe of SNG001;

· 300 patients with two syringes of SNG001; and

· 300 patients with placebo.

The trial will use the Aerogen® Solo/Ultra aerosol delivery system (discussed below), and patients will be dosed once daily for 14 days in all arms.

The primary endpoint of the SG018 Phase III trial will be time to recovery to 'no limitation of activities' up to Day 28. In addition, there will be secondary endpoints relating to two based on the OSCI score, worsening disease and discharge from hospital, and a further secondary endpoint on breathlessness. There will also be a safety assessment.

Synairgen has appointed Parexel Biotech, a division of leading global clinical research organisation (CRO) Parexel, to conduct the SG018 Phase III trial. It expects to enrol patients across approximately 20 countries, with the time to completion subject to country trial approval timelines, enrolment at trial sites and the prevalence of hospitalised COVID-19 patients.

On 14 October 2020 the Company was informed by the National Institute for Health Research (NIHR) that the Phase III trial has been badged in the UK as Urgent Public Health and will be recognised as a National Priority study. Notwithstanding this, the commencement of the trial will still be subject to normal regulatory and ethical approvals.

Manufacturing scale up - agreement with Akron Biotechnology

Synairgen has signed an agreement with Akron Biotechnology, a leading provider of cGMP-compliant solutions to support the development of advanced therapies, to supply SNG001 drug substance in order to meet expected clinical and commercial demand for the drug.  Akron have the capacity to scale up production of SNG001, with the aim of producing approximately 100,000 treatment courses per month in 2021. Lead times mean that the investment for this scale-up is required now. The SGO018 Phase III trial will commence using Rentschler-derived drug substance, with the Akron-derived drug substance intended to be introduced during the trial in preparation for commercial supply.

Agreement with Catalent Biologics

Synairgen has also partnered with Catalent Biologics to support the drug product fill/finish of SNG001 at its Brussels, Belgium facility where it will conduct manufacturing scale-up of the drug candidate into pre-filled syringes. Catalent is well-positioned to support SNG001 given its deep expertise in sterile injectables for late-stage clinical and commercial products with ongoing collaborations on multiple COVID-19 programs.

Drug device delivery system - Aerogen

In addition, the Company has selected Aerogen, a leader in high-performance aerosol drug delivery in the acute care setting, to provide the Aerogen® Solo/Ultra aerosol delivery system, which is widely-used in hospitals in the EU and US, for delivery of SNG001 directly into the lungs of patients.

Home Trial and other trials

In April 2020, Synairgen received approvals to extend the SG016 trial into the home environment, to include a further 120 patients with confirmed COVID-19. The trial is ongoing. Trial completion will depend on the ongoing incidence of Covid-19 in the UK, and governmental support with patient recruitment to succeed.

The Company is also discussing with a number of other research organisations and trial delivery groups in the UK and internationally as to how it could either commence trials of SNG001 or otherwise integrate SNG001 with existing trials.

3)  USE OF PROCEEDS

The gross cash proceeds of the Placing are expected to be approximately up to £80.0 million. It is intended that the proceeds of the Placing will be used for:

· Phase III clinical trial in COVID-19 patients

Anticipated start date Q4 2020

Enrolling patients across c.20 countries

900 patients

c.£30 million

· SNG001 manufacturing and device scale up activities

Aim of producing c.100,000 treatment courses per month in 2021

Investment required now due to lead times

c.£33 million

· Generating further data to support SNG001 clinical development, manufacturing processes and regulatory activities

c.£6 million

· Strengthened balance sheet for potential partnering discussions with regards to SNG001 opportunity, working capital and fees

c.£10 million

· Net settlement of options (details of which are in paragraph 5 below)

c.£1 million

The gross cash proceeds of the Open Offer (assuming the Open Offer is taken up in full) are expected to be approximately £7.0 million. It is intended that the net proceeds of the Open Offer will be used to further support the Company's working capital requirements.

4)  CURRENT TRADING AND OUTLOOK

The Company is continuing its strategy of progressing inhaled IFN-beta for the treatment of severe viral lung infections. SNG001 shows great promise as a treatment for COVID-19 patients, as shown by the announcement of positive results from the hospital-based trial, with the data further supplemented by the positive interim analysis of SNG001 in COPD patients in September 2020. The Company is now fully-focused on expediting the next steps with SNG001 as a treatment for COVID-19 patients, including discussions with regulatory agencies to set out a route to a potential approval, and separately working with its manufacturing partners to achieve meaningful supply scale-up.

In March 2020, Synairgen raised £14.0 million (before expenses) in an equity issue to fund its initial COVID-19 related activities and strengthen its balance sheet. Research and development expenditure for the six months ended 30 June 2020 was £4.47 million (30 June 2019: £1.69 million) as the Company advanced its clinical trial of SNG001 in COVID-19 patients and scale-up activities. The loss from operations for the six months ended 30 June 2020 was £5.08 million (30 June 2019: £2.21 million loss). The Company held cash balances of £10.9 million at 30 June 2020 (30 June 2019: £3.52 million).

5)  NET SETTLEMENT OF OPTIONS AND DIRECTORS' DEALINGS

Following the announcement of the Fundraising, two Directors, Richard Marsden (Chief Executive Officer) and John Ward (Finance Director) (the "Option Holders") intend to conditionally exercise certain of the options they hold.

The Company has agreed to net-settle these options on behalf of the Option Holders. This is a process whereby the Company settles the relevant options by delivering such number of Ordinary Shares to the relevant Option Holder as is equivalent to the notional gain on exercise with the income tax and National Insurance Contributions (NICs) due on such gain paid by the Company to HMRC on behalf of the relevant Option Holder. The Company afforded them this opportunity as the relevant options were shortly due to expire. For the avoidance of doubt, the Option Holders are not receiving any cash proceeds from the exercise of these options.

Accordingly, whilst the Option Holders intend to exercise options over, in aggregate, 1,176,334 Ordinary Shares, following the net settlement by the Company and the payment by the Company of both the income tax and NICs on the Option Holders' behalf as described above, the Company will issue, in aggregate, 534,172 Option Shares to the Option Holders.

The Directors do not require Shareholders to grant them any additional share authorities in order to allot the Option Shares as they will be allotted pursuant to an employees' share scheme in accordance with sections 549(2) and 566 of the Act. Admission of the Option Shares shall take place on Firm Admission, which is expected to occur at 8.00 a.m. on 19 October 2020 or such later time and/or date as finnCap, Numis and the Company may agree, not being later than 8.30 a.m. on 19 October 2020.

6)  DETAILS OF THE PLACING

The Company intends to raise £26.2 million (before fees and expenses) by way of the Firm Placing and conditionally raise up to £53.8 million (before fees and expenses) by way of the Conditional Placing.

The Firm Placing is being made pursuant to existing authorities to allot shares for cash and disapply pre-emption rights under section 551 and section 570 of the Act, which were granted to the Directors at the Annual General Meeting of the Company held on 29 June 2020. Accordingly, completion of the Firm Placing and Firm Admission is expected to occur at 8.00 a.m. on 19 October 2020 or such later time and/or date as finnCap, Numis and the Company may agree, not being later than 8.30 a.m. on 25 November 2020.

The Company will require further share authorities to allot the Conditional Placing Shares and the Open Offer Shares. Accordingly, the Conditional Placing is conditional, inter alia, upon the passing of Resolution 1 and the Open Offer is conditional, inter alia, on the passing of both Resolution 1 and Resolution 2 by Shareholders at the General Meeting. This means that whilst the Conditional Placing can go ahead if the Open Offer resolution (Resolution 2) is not passed (subject to the conditions below being met or waived, where possible, by the Joint Bookrunners), the Open Offer will only go ahead if the Conditional Placing also goes ahead.

The Resolutions are contained in the Notice of General Meeting at the end of the Circular. Conditional Admission is expected to occur at 8.00 a.m. on 4 November 2020 or such later time and/or date as finnCap, Numis and the Company may agree, not being later than 8.30 a.m. on 4 November 2020.

The Conditional Placing is conditional, inter alia, on the following:

(1)  Firm Admission having occurred;

(2)  the Resolutions being passed at the General Meeting;

(3)  the Placing Agreement not having been terminated prior to Conditional Admission and becoming unconditional in all respects; and

(4)  Admission of the Conditional Placing Shares having become effective on or before 8.00 a.m. on 4 November 2020 (or such later date and/or time as the Company and the Joint Bookrunners may agree, being no later than 8.30 a.m. 18 November 2020).

The final number of Placing Shares will be agreed by finnCap, Numis and the Company at the close of the Bookbuild and the result will be announced as soon as practicable thereafter. It is envisaged that the Bookbuild will be closed no later than 4.30 p.m. on Thursday 15 October 2020. The Placing will not be underwritten.

The Placing Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.

The Placing Shares are not subject to clawback and are not part of the Open Offer.

No element of the Placing has been underwritten.

7)  THE PLACING AGREEMENT

Pursuant to the terms of the Placing Agreement, each of finnCap and Numis, as agent of the Company, has conditionally agreed to use its respective reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price.

The terms and conditions of the Placing are set out in Appendix II of this announcement.

The Placing Agreement contains customary warranties from the Company in favour of the Joint Bookrunners in relation to, inter alia, the accuracy of the information in the circular and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify each of the Joint Bookrunners in relation to certain defined liabilities that it may incur in respect of the Fundraising.

The Joint Bookrunners have the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event of a material breach of the warranties given to the Joint Bookrunners in the Placing Agreement or a material adverse change affecting the business, financial trading position or prospects of the Company or the Group as a whole.

The Placing Agreement also provides for the Company to pay all costs, charges and expenses of, or incidental to, the Fundraising and Admission including all legal and other professional fees and expenses.

The Placing Shares have not been made available to the public and have not been offered or sold in any jurisdiction where it would be unlawful to do so.

8)  THE GENERAL MEETING

A notice convening the General Meeting, to be held at The Blueprint Design Company Limited, Martins Barn, Birdham Road, Chichester, West Sussex PO20 7BX at 11.00 a.m. on 2 November 2020 is set out at the end of the Circular. At the General Meeting, the Resolutions will be proposed to grant the Directors the authority to allot the Conditional Placing Shares and Open Offer Shares.

Voting will be by way of a poll

For the reasons set out in the paragraph below, the Chairman and the Board have decided that the fairest way for the General Meeting to proceed would be by way of poll. This means that every Shareholder present in person or by proxy has one vote for every Ordinary Share held.

Conducting a meeting by way of a poll ensures that all Shareholders are given the opportunity to participate in the decision-making of the Company and have their votes recorded even if they do not attend the meeting in person.

9)  ACTION TO BE TAKEN

In respect of the General Meeting

In light of current laws and the Government's current guidance regarding the COVID-19 pandemic, which includes enforcement of social distancing, Shareholders will not be permitted to attend the General Meeting.

The General Meeting will be convened in accordance with the Company's Articles of Association and in line with the UK Government's guidance. Voting on the Resolutions to be proposed at the General Meeting shall be held on a poll rather than on a show of hands. The Company believes that this is the best and fairest way to ensure that the votes of all Shareholders can be taken into account, whilst also preventing the Company and Shareholders breaching the Government's guidance. Accordingly, the Company encourages all Shareholders to vote electronically using the CREST Proxy Voting Service or by going to www.signalshares.com (as applicable) as soon as possible, in each case electing the Chairman of the meeting as their proxy as no other proxy will be permitted to attend the General Meeting.

The health and well-being of our Shareholders and colleagues remains our priority and the steps set out above are necessary and appropriate during the COVID-19 pandemic. We trust that Shareholders will understand the need for these precautions in line with Government public health guidelines.

10)  OVERSEAS SHAREHOLDERS

Information for Overseas Shareholders who have registered addresses outside the United Kingdom or who are citizens or residents of countries other than the United Kingdom appears in paragraph 6 of Part IV of the Circular, which sets out the restrictions applicable to such persons. If you are an Overseas Shareholder, it is important that you pay particular attention to that paragraph of the Circular.

11)  RECOMMENDATION

Shareholders are reminded that should the relevant Resolutions not be passed, the proceeds of the Conditional Placing and/or the Open Offer will not be received by the Company, which would materially adversely affect the Company's business plans and severely impact its ability to develop SNG001 as currently intended. Should the Resolutions not be passed, the Company would not be able to commence the proposed Phase III clinical trial in COVID-19 patients  as detailed in the circular and it would materially adversely affect its manufacturing and device scale up activities and potentially its other balance sheet strengthening and partnering activities.

Accordingly, the Directors confirm that they consider the Fundraising to be in the best interests of the Company and its Shareholders as a whole and accordingly unanimously recommend that you vote in favour of the Resolutions to be proposed at the General Meeting, as they intend to do in respect of their own holdings.

Yours faithfully

Simon Shaw

Non-executive Chairman

 

Appendix II - TERMS AND CONDITIONS OF THE PLACING

 

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED, ("QUALIFIED INVESTORS") BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) AND (B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").  THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. 

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.  THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY.

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. 

THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED BY THIS ANNOUNCEMENT AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.  THE PRICE OF ORDINARY SHARES IN THE COMPANY AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURSIDICTIONS, AND ANY PERSON WHO COMES INTO POSSESSION OF THIS ANNOUNCEMENT OR ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.

Persons who are invited to and who choose to participate in the Placing, by making (or on whose behalf there is made) an oral or written offer to subscribe for Placing Shares (the "Placees"), will be deemed to have read and understood this Announcement in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix. In particular, each such Placee represents, warrants and acknowledges that:

1.  it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

2.  in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, (i) the Placing Shares acquired by it have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the European Economic Area ("EEA") other than Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any Member State of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons;

3.  if it is located outside the United States, it is subscribing for Placing Shares in an "offshore transaction" (within the meaning of Regulation S) and is purchasing the Placing Shares for its own account or is purchasing the Placing Shares for an account with respect to which it exercises sole investment discretion and that it (and any such account) is located outside the United States or it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust), in reliance upon Regulation S; and/or

4.  it (and any accounts it represents) is a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) and will duly execute and deliver a US Investor Letter to the Company and the Joint Bookrunners.

The Company and the Joint Bookrunners will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.

This Announcement does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Canada, Australia, New Zealand, Japan or the Republic of South Africa or in any jurisdiction in which such publication or distribution is unlawful.  Persons into whose possession this Announcement may come are required by the Company to inform themselves about and to observe any restrictions of transfer of this Announcement. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.

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; 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 Canada, Australia, New Zealand, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Canada, Australia, New Zealand, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.

Details of the Placing

The Joint Bookrunners have entered into the Placing Agreement with the Company under which the Joint Bookrunners have agreed, on the terms and subject to the conditions set out therein, and undertaken to use reasonable endeavours to procure, as the Company's agent for the purpose of the Placing, subscribers for the Placing Shares at the Issue Price. The Company and either or both of the Joint Bookrunners have the right to agree for either or both of the Joint Bookrunners to use reasonable endeavours to procure subscribers for Open Offer Shares to the extent these are not taken up under the Open Offer subject to and in accordance with the terms and conditions of this Appendix applicable to the Conditional Placing Shares and any such shares for which subscribers are sought and/or procured shall be deemed to be Conditional Placing Shares for the purposes of this Appendix.

The Placing Agreement contains customary undertakings and warranties given by the Company to the Joint Bookrunners including as to the accuracy of information contained in this Announcement, to matters relating to the Company and its business and a customary indemnity given by the Company to the Joint Bookrunners in respect of liabilities arising out of or in connection with the Placing and/or Admission. 

 

The Placing will be made in two tranches:

· The first tranche will comprise the Firm Placing, under which the Firm Placing Shares will be issued pursuant to the Company's existing share authorities which were granted to the directors at the AGM of the Company held on 29 June 2020. The Firm Placing is conditional upon, amongst other things, Firm Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.

· The second tranche will comprise the Conditional Placing, under which the Conditional Placing Shares will be issued pursuant to the new share authorities being sought at the General Meeting. Accordingly, the Conditional Placing is conditional upon, amongst other things, the Resolutions being passed at the General Meeting, Conditional Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.

No element of the Placing is being underwritten.

The New Shares will, when issued, 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 (if any) declared, made or paid on or in respect of the Ordinary Shares after the relevant date of issue of the New Shares.

The Company, subject to certain exceptions, has agreed not to allot, issue or grant any rights in respect of its Ordinary Shares in the period of 180 days from the later of the date of Firm Admission and Conditional Admission without the prior written consent of the Joint Bookrunners (such consent not to be unreasonably withheld or delayed).

Application for admission to trading

Application will be made to the London Stock Exchange for Admission of the Placing Shares to trading on AIM.

Subject to the conditions for the Firm Placing being met, it is expected that Firm Admission will take place on or before 8.00 a.m. on 19 October 2020 and that dealings in the Firm Placing Shares on AIM will commence thereafter.

Subject to the conditions for the Conditional Placing being met, including, amongst other things, the Resolutions being passed by the requisite majorities at the General Meeting, it is expected that Conditional Admission will take place on or before 8.00 a.m. on 4 November 2020 and that dealings in the Conditional Placing Shares on AIM will commence thereafter.

Bookbuild

The Joint Bookrunners will today commence the bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand by Placees for participation in the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

The Joint Bookrunners and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their absolute discretion, determine.

Participation in, and principal terms of, the Placing

1.  The Joint Bookrunners (whether individually or through any of their affiliates) are arranging the Placing severally, and not jointly or jointly and severally, as placing agents of the Company and have agreed to use their respective reasonable endeavours to procure Placees at the Issue Price for the Placing Shares.

2.  Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Joint Bookrunners. The Joint Bookrunners and their respective affiliates may participate in the Placing as principals (and are each entitled to enter bids as principal in the Bookbuild).

3.  The Issue Price, payable to the Joint Bookrunners as agents for the Company by all Placees whose bids are successful, is fixed at 175 pence. The number of Firm Placing Shares and Conditional Placing Shares to be issued and the Issue Price will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild in respect of the Firm Placing Shares and the Conditional Placing Shares and will be recorded in a term sheet entered into between them (the "Term Sheet"). The number of Firm Placing Shares and Conditional Placing Shares to be issued will be announced on a Regulatory News Service following completion of the Bookbuild.

4.  To bid in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at either of the Joint Bookrunners. Each bid should state the number of Placing Shares for, at the Issue Price, which the prospective Placee wishes to subscribe. Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraph 9 below.

5.  A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with the Joint Bookrunners' consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Company and the Joint Bookrunners, to pay to them (or as the Joint Bookrunners may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares that such Placee has agreed to subscribe for and the Company has agreed to allot and issue to that Placee. Each prospective Placee's obligations will be owed to the Company and the Joint Bookrunners.

6.  The Bookbuild in respect of the Placing is expected to close   no later than 4.30 p.m. on 15 October 2020, but the Bookbuild may be closed earlier or later at the discretion of the Joint Bookrunners and the Company. The Joint Bookrunners may, in agreement with the Company, accept bids, either in whole or in part, that are received after the Bookbuild has closed.

7.  The Joint Bookrunners are each acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for protections afforded to their respective customers nor for providing advice in relation to the matters described in this Announcement or any matter, transaction or arrangement referred to in it.

8.  Each prospective Placee's allocation of Firm Placing Shares and/or Conditional Placing Shares, together with the Issue Price will be confirmed to Placees either orally or in writing by a Joint Bookrunner as soon as practicable following the close of the Bookbuild, and an electronic trade confirmation will be dispatched as soon as possible thereafter. The terms and conditions of this Appendix will be deemed incorporated therein. A Joint Bookrunner's confirmation to such Placee will constitute an irrevocable legally binding commitment upon such prospective Placee (who will at that point become a Placee) in favour of the Joint Bookrunners and the Company, to subscribe for the number of Firm Placing Shares and/or Conditional Placing Shares allocated to it and to pay the Issue Price on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of incorporation.  The allocation to each Placee of Firm Placing Shares and/or Conditional Placing Shares comprised in that Placee's aggregate allocation of Placing Shares shall be determined by the Joint Bookrunners at their absolute discretion.

9.  The Joint Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. The Joint Bookrunners may also, notwithstanding paragraphs 4 and 5 above, and subject to prior agreement with the Company, (a) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (b) allocate Firm Placing Shares and/or Conditional Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The Company reserves the right (upon agreement with the Joint Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the Placing at its discretion.

10.  Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made on the basis explained below under "Registration and Settlement".

11.  All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver of, amongst other things, the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

12.  By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

13.  To the fullest extent permissible by law, none of the Company, the Joint Bookrunners, or any of their respective affiliates shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise) under these terms and conditions. In particular, none of the Company, the Joint Bookrunners, or any of their respective affiliates shall have any responsibility or liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Bookbuild or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree or of the allocation of a participation between Firm Placing Shares and Conditional Placing Shares. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and the Joint Bookrunners shall have no liability to the Placees for any failure by the Company to fulfil those obligations. 

14.  The Placing Shares will be issued subject to the terms and conditions of this Appendix and each Placee's commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Joint Bookrunners' conduct of the Placing.

15.  All times and dates in this Announcement may be subject to amendment. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.

Conditions of the Placing

The Joint Bookrunner's obligations under the Placing Agreement in respect of the Firm Shares are conditional on, inter alia:

· the Company allotting, subject only to Firm Admission, the Firm Placing Shares in accordance with the Placing Agreement;

· the Placing Agreement having become unconditional in all respects in relation to the Firm Placing Shares (save for the condition relating to Firm Admission) and not having been terminated in accordance with its terms before Firm Admission; and

· Firm Admission taking place no later than 8.00 a.m. on the Firm Admission Date or such other time and/or date as may be agreed between the Company and the Joint Bookrunners, not being later than 8.30 a.m. on 25 November 2020 ( the " Final Date "). 

If (i) any of the conditions contained in the Placing Agreement in relation to the Firm Placing Shares is not fulfilled or waived by the Joint Bookrunners by the time or date where specified (or such later time or date as the Company and the Joint Bookrunners may agree, not being later than the Final Date), or (ii) the Placing Agreement is terminated as described below, the Placing and Open Offer will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

The Joint Bookrunner's obligations under the Placing Agreement in respect of the Conditional Placing Shares are conditional on, inter alia:

· the conditions above in respect of Firm Admission being met;

· the passing (without material amendment, save as agreed by the Joint Bookrunners) of the Resolutions at the General Meeting;

· the Placing Agreement having become unconditional in all respects in relation to the Conditional Placing Shares (save for the condition relating to Conditional Admission) and not having been terminated in accordance with its terms before Conditional Admission; and

· the Company allotting, subject only to Conditional Admission, the Conditional Placing Shares in accordance with the Placing Agreement; and

· Conditional Admission taking place not later than 8.00 a.m. on the Conditional Admission Date or such other time and/or date as may be agreed between the Company and the Joint Bookrunners, not being later than the Final Date. 

If (i) any of the conditions contained in the Placing Agreement in relation to the Conditional Placing Shares is not fulfilled or waived by the Joint Bookrunners by the respective time or date where specified (or such later time or date as the Company and each of the Joint Bookrunners may agree not being later than the Final Date), or (ii) the Joint Bookrunner's obligations (and consequently Placees' obligations) in respect of the Conditional Placing Shares only under the Placing Agreement are terminated as described below, the Placing in relation to the Conditional Placing Shares will lapse and the Placees' rights and obligations hereunder in relation to the Conditional Placing Shares shall cease and terminate at such time.

The Joint Bookrunners may, in their respective absolute discretions, waive, or extend the period (up to the Final Date) for compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement, save that the conditions relating to Firm Admission and Conditional Admission taking place may not be waived and the period for compliance with such conditions may not be extended beyond the Final Date. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

Neither of the Joint Bookrunners nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners.

Right to terminate under the Placing Agreemen t

Either or both of the Joint Bookrunners may, in its or their absolute discretion, at any time before Conditional Admission to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia:

(a)  in the opinion of either or both of the Joint Bookrunners (acting in good faith), the warranties given by the Company to the Joint Bookrunners are not true and accurate or have become misleading (or would not be true and accurate or would be misleading if they were repeated at any time before Admission) by reference to the facts subsisting at the time when the notice referred to above is given; or

(b)  in the opinion of either or both of the Joint Bookrunners (acting in good faith), the Company fails to comply with any of its obligations under the Placing Agreement in a respect which is material (in the opinion of either or both of the Joint Bookrunners (acting in good faith)) in the context of the Placing and Admission; or

(c)  in the opinion of either or both of the Joint Bookrunners, there has been a development or event (or any development or event involving a prospective change of which the Company is, or might reasonably be expected to be aware) which will or is likely to have a material adverse effect on or affecting the operations, the condition (financial, operational, legal or otherwise), prospects, management, results of operations, financial position or business of the Company or of the Company's group (taken as a whole) respectively whether or not foreseeable and whether or not arising in the ordinary course of business; or

(d)  there has been a change in national or international financial, political, economic or stock market conditions (primary or secondary); an incident of terrorism, outbreak or escalation of hostilities, war, declaration of martial law or any other calamity or crisis; a suspension or material limitation in trading of securities generally on any stock exchange; any change in currency exchange rates or exchange controls or a disruption of settlement systems or a material disruption in commercial banking, in each case as would be likely in the opinion of either or both of the Joint Bookrunners (acting in good faith) to make it impracticable or inadvisable to proceed with the Placing, Open Offer and/or Admission.

Following Firm Admission, the Placing Agreement is not capable of termination to the extent that it relates to the Firm Placing of the Firm Placing Shares. If any termination occurs after the Firm Admission, only the obligations of the Joint Bookrunners in respect of the Conditional Placing, the Open Offer and Conditional Admission shall be terminated.

The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and in the Placing Agreement and will not be subject to termination by any Placee or any prospective Placee at any time or in any circumstances and the Placees participation will not be capable of rescission or termination by it after oral confirmation by the Joint Bookrunners of the allocation and commitments following the close of the Bookbuild. By participating in the Placing, Placees agree that the exercise by either or both of the Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners, that they need not make any reference to Placees and that the Joint Bookrunners shall have no liability to Placees whatsoever in connection with any such exercise or decision not to exercise. 

Placees will have no rights against the Joint Bookrunners, the Company or any of their respective directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).

Lock-up arrangements

Other than pursuant to any share option schemes and other employee incentive arrangements, the Company has undertaken with the Joint Bookrunners that it will not, during the period of 180 days from the later of the date of the Firm Admission and Conditional Admission, issue, allot, offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or other shares in the capital of the Company or any securities convertible into or exchangeable for Ordinary Shares or other shares in the capital of the Company, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Ordinary Shares or other shares in the capital of the Company, other than with the prior written consent of the Joint Bookrunners (such consent not to be unreasonably withheld or delayed) or as otherwise contemplated by the Placing Agreement.

By participating in the Placing, Placees agree that the exercise by the Joint Bookrunners of any power to grant consent to the undertaking by the Company of a transaction which would otherwise be subject to the lock-up provisions under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

No admission document or prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require an admission document or prospectus in the United Kingdom or in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing and Open Offer, and Placees' commitments will be made solely on the basis of the information contained in the Announcement and the Exchange Information (as defined further below).  Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company, the Joint Bookrunners, or any other person and neither the Joint Bookrunners, the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by the Joint Bookrunners, the Company, or their respective officers, directors, employees or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company nor the Joint Bookrunners are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Settlement of transactions in the Firm Placing Shares (ISIN: GB00B0381Z20) following Firm Admission and in the Conditional Placing Shares (ISIN: GB00B0381Z20) following Conditional Admission will take place within CREST provided that, subject to certain exceptions, each of the Joint Bookrunners reserves the right to require settlement for, and delivery of the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

Following the closing of the Bookbuild, each Placee allocated Firm Placing Shares in the Firm Placing and/or Conditional Placing Shares in the Conditional Placing will be sent an electronic trade confirmation or contract note stating the number of Firm Placing Shares and/or Conditional Placing Shares allocated to it at the Issue Price, the aggregate amount owed by such Placee to the Joint Bookrunners (as agent for the Company) and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the CREST or certificated settlement instructions that it has in place with the Joint Bookrunners.

It is expected that (i) settlement in respect of the Firm Placing Shares will be on 19 October 2020 on a T+2 basis and (ii) settlement in respect of the Conditional Placing Shares will be on 4 November 2020 on a T+2 basis, each in accordance with the instructions set out in the trade confirmation. 

In the event of any difficulties or delays in the admission of the Firm Placing Shares or Conditional Placing Shares to CREST or the use of CREST in relation to the Firm Placing or the Conditional Placing, the Company and the Joint Bookrunners may agree that the Firm Placing Shares and/or the Conditional Placing Shares should be issued in certificated form. The Joint Bookrunners reserve the right to require settlement for the Firm Placing Shares and/or the Conditional Placing Shares, and to deliver the Firm Placing Shares and/or the Conditional Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the base rate from time to time of Barclays Bank PLC as determined by the Joint Bookrunners.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Joint Bookrunners may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the relevant Joint Bookrunner's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify the Joint Bookrunners (as agents for the Company) on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares to a Joint Bookrunner, each Placee confers on the Joint Bookrunners all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which either or both of the Joint Bookrunners lawfully takes in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation or 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 UK stamp duty or stamp duty reserve tax or securities transfer tax.

Representations, warranties and further terms

By participating in the Placing each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Company and the Joint Bookrunners, namely that, each Placee (and any person acting on such Placee's behalf):

1.  represents and warrants that it has read and understood the Announcement, in its entirety and that its subscription of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;

2.  acknowledges that no offering document, admission document or prospectus has been prepared in connection with the Placing and represents and warrants that it has not received and will not receive a prospectus, admission document or other offering document in connection therewith;

3.  acknowledges that the Ordinary Shares are admitted to trading on AIM and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules (collectively "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and the Company's announcements and circulars published in the past 12 months and that it is able to obtain or access such information or comparable information concerning other publicly traded company without undue difficulty ;

4.  acknowledges that none of the Joint Bookrunners, the Company, any of their respective affiliates or any person acting on behalf of any of them has provided it, and will not provide it, with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested any of the Joint Bookrunners, the Company, their respective affiliates or any person acting on behalf of any of them to provide it with any such information and has read and understood the Exchange Information;

5.  acknowledges that the content of this Announcement is exclusively the responsibility of the Company, and that none of the Joint Bookrunners, their affiliates or any person acting on its or their behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously or concurrently published by or on behalf of the Company, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by the Joint Bookrunners, the Company or any of their respective directors, officers or employees or any person acting on behalf of any of them, or, if received, it has not relied upon any such information, representations, warranties or statements (including any management presentation that may have been received by any prospective Placee or any material prepared by the research department of either of the Joint Bookrunners (the views of such research departments not representing and being independent from those of the Company and the corporate finance departments of the Joint Bookrunners and not being attributable to the same)), and neither the Joint Bookrunners, nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it may not place the same degree of reliance on this Announcement as it may otherwise place on a prospectus or admission document. Each Placee further acknowledges and agrees that it has relied solely on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing and it will not rely on any investigation that the Joint Bookrunners, its affiliates or any other person acting on its or their behalf has or may have conducted;

6.  represents and warrants that it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting this invitation to participate in the Placing;

7.  acknowledges that neither of the Joint Bookrunners has any duties or responsibilities to it, or its clients, similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook in the FCA's Handbook of Rules and Guidance and that neither of the Joint Bookrunners is acting for it or its clients and that neither of the Joint Bookrunners will be responsible for providing protections to it or its clients;

8.  acknowledges that neither of the Joint Bookrunners, any of their affiliates or any person acting on behalf of it or them has or shall have any liability for the Exchange Information, any publicly available or filed 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;

9.  that, save in the event of fraud on the part of a Joint Bookrunner (and to the extent permitted by the Rules of the FCA), neither such Joint Bookrunner, its ultimate holding company, nor any direct or indirect subsidiary undertakings of that holding company, nor any of their respective directors and employees shall be liable to Placees for any matter arising out of the Joint Bookrunners' role as placing agent or otherwise in connection with the Placing and that where any such liability nevertheless arises as a matter of law Placees will immediately waive any claim against any of such persons which the relevant Placee(s) may have in respect thereof;

10.  acknowledges that the Placing Shares have not been and will not be registered under the Securities Act or with any state or other jurisdiction of the United States, nor approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority;

11.  represents and warrants that, except as otherwise permitted by the Company: (i) if it is located outside the United States, it is subscribing for Placing Shares in an "offshore transaction" (within the meaning of Regulation S) and is purchasing the Placing Shares for its own account or is purchasing the Placing Shares for an account with respect to which it exercises sole investment discretion and that it (and any such account) is located outside the United States or it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust), in reliance upon Regulation S; or (ii) it (and any accounts it represents) is a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) and has duly executed a US Investor Letter in a form provided to it and delivered the same to Company and the Joint Bookrunners;

12.  acknowledges that no representation has been made as to the availability of Rule 144 or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

13.  it is not acquiring the Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States and, unless otherwise disclosed to the Joint Bookrunners and the Company in writing, it is not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for Firm Placing Shares and/or Conditional Placing Shares is given;

14.  it is not subscribing for any Placing Shares as a result of (i) any "directed selling efforts" as that term is defined in Regulation S under the Securities Act or (ii) any form of "general solicitation or general advertising" within the meaning of Regulation D under the Securities Act;

15.  acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of Canada, Australia, New Zealand, Japan or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions and represents and warrants that, unless specifically agreed in writing with the Joint Bookrunners, neither it nor the beneficial owner of such Placing Shares will be a resident of Canada, Australia, New Zealand, Japan or the Republic of South Africa;

16.  represents and warrants that the issue to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer Placing Shares into a clearance system;

17.  represents and warrants that: (i) it has complied with its obligations under the Criminal Justice Act 1993 and the Market Abuse Regulation (Regulation 596/2014) ("MAR"); (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering Regulations 2017; and (iii) it is not a person: (a) with whom transactions are prohibited under the 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; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (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 the Joint Bookrunners such evidence, if any, as to the identity or location or legal status of any person which the Joint Bookrunners may request from it in connection with the Placing (for the purpose of complying with such 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 the Joint Bookrunners on the basis that any failure by it to do so may result in the number of Placing Shares that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Joint Bookrunners may decide in its sole discretion;

18.  if a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, represents and warrants that the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Member State of the EEA other than Qualified Investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale;

19.  represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to persons whose ordinary activities involve them acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Regulation (including any relevant implementing measure in any member state);

20.  represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

21.  represents and warrants that it has complied and will comply with all applicable provisions of the MAR with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

22.  if in a Member State of the EEA, unless otherwise specifically agreed with the Joint Bookrunners in writing, represents and warrants that it is a Qualified Investor within the meaning of the Prospectus Regulation;

23.  if in the United Kingdom, represents and warrants that it is a person (i) who has professional experience in matters relating to investments falling within Article 19(1) of the Order; (ii) falling within Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated Associations, etc.") of the Order; or (iii) to whom this Announcement may otherwise be lawfully communicated;

24.  represents and warrants that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities and taken any other necessary actions to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;

25.  where it is acquiring Placing Shares for one or more managed accounts, represents and warrants that it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by the Joint Bookrunners;

26.  undertakes that it (and any person acting on its behalf) will make payment to the Joint Bookrunners for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein and in the electronic trade confirmation of contract note stating the number of Placing Shares allocated to it and containing settlement instructions, failing which the relevant Placing Shares may be placed with other subscribers or sold as the Joint Bookrunners may in their discretion determine and without liability to such Placee and it will remain liable and will indemnify the Joint Bookrunners on demand for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear the liability for any stamp duty or stamp duty reserve tax or security transfer tax (together with any interest or penalties due pursuant to or referred to in these terms and conditions) which may arise upon the placing or sale of such Placee's Placing Shares on its behalf;

27.  acknowledges that none of the Joint Bookrunners, any of their affiliates, or any person acting on behalf of it or any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be treated for these purposes as a client of the Joint Bookrunners and that the Joint Bookrunners has no duties or responsibilities to it for providing the protections afforded to its clients or customers 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;

28.  undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither the Joint Bookrunners nor the Company will 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 participate in the Placing and it agrees to indemnify the Company and the Joint Bookrunners in respect of the same on the basis that the Placing Shares will be credited to the CREST stock account of the Joint Bookrunners who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

29.  acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreement shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter (including non-contractual matters) arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or the Joint Bookrunners 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;

30.  acknowledges that time shall be of the essence in respect of its obligations under this Appendix;

31.  agrees that the Company, the Joint Bookrunners, and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Joint Bookrunners on its own behalf and on behalf of the Company and are irrevocable and are irrevocably authorised to produce this Announcement or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby;

32.  agrees to indemnify on an after-tax basis and hold the Company, the Joint Bookrunners and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

33.  acknowledges that no action has been or will be taken by any of the Company, the Joint Bookrunners, or any person acting on behalf of the Company or the Joint Bookrunners that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

34.  acknowledges that it is an institution that has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and in this sector and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are 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 associates taken as a whole, and the terms of the Placing, including the merits and risks involved;

35.  acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the trade confirmation or contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;

36.  acknowledges that the Joint Bookrunners, or any of their affiliates acting as an investor for their own account, may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares and may offer or sell such shares other than in connection with the Placing;

37.  represents and warrants that, if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with all applicable laws and regulation; and

38.  to the fullest extent permitted by law, it acknowledges and agrees to the disclaimers contained in the Announcement including this Appendix.

The representations, warranties, acknowledgments and undertakings contained in this Appendix are given by the Placee to each of the Joint Bookrunners and the Company and are irrevocable and shall not be capable of termination in any circumstances.

The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor the Joint Bookrunners will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Joint Bookrunners in the event that any of the Company or the Joint Bookrunners has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Joint Bookrunners accordingly.

In addition, Placees should note that they will be liable for any 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 UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

Each Placee, and any person acting on behalf of the Placee, acknowledges that neither of the Joint Bookrunners not owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that either or both of the Joint Bookrunners or any of their respective affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with a Joint Bookrunner, any money held in an account with a Joint Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from either of the Joint Bookrunners' money in accordance with the client money rules and will be used by the relevant Joint Bookrunner in the course of its own business and the Placee will rank only as a general creditor of the Joint Bookrunner.

All times and dates in this Announcement may be subject to amendment. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

 

DEFINITIONS

In this Appendix to the Announcement and, as the context shall admit, in the Announcement:

'Admission' means the admission of all the New Shares to trading on AIM becoming effective in accordance with the AIM Rules;

'AIM' means the market of that name operated by the London Stock Exchange;

'AIM Rules' means the provisions of the London Stock Exchange's AIM Rules for Companies as amended from time to time governing, inter alia, admission to AIM and the continuing obligations of AIM companies;

'Announcement' means this announcement (including the Appendix to this announcement) relating to the Placing and Open Offer;

'Application Form' means the application form accompanying the Circular on which Qualifying non-CREST Shareholders may apply for Open Offer Shares in respect of the Open Offer;

'Circular' means the circular containing details of the Placing and Open Offer, and which sets out the terms and conditions of the Open Offer and incorporating a notice convening the General Meeting, to be posted to Shareholders;

'Company' means Synairgen plc;

'Conditional Admission' means the admission of the Conditional Placing Shares and the Open Offer Shares to trading on AIM becoming effective;

'Conditional Admission Date' means 4 November 2020;

'Conditional Placees' means the Placees by whom or on whose behalf a commitment to acquire Conditional Placing Shares has been given;

'Conditional Placing' means that part of the Placing pursuant to which Conditional Placing Shares are placed with Placees conditionally on, among other things, the passing of the Resolutions at the General Meeting and Conditional Admission;

'Conditional Placing Shares' means up to 30,770,985 further new Ordinary Shares  to be issued by the Company for cash at the Issue Price which are to be placed subject to the Conditional Placing;

'CREST' means the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the CREST Regulations);

'CREST Regulations' means the Uncertificated Securities Regulations 2001 (SI 2001/3755) as amended from time to time;

'Directors' means the directors of the Company as at the date of this Announcement;

'Excess CREST Open Offer Entitlement' means, in respect of a Qualifying Shareholder, the entitlement (in addition to his or her Open Offer Entitlement) to apply for Open Offer Shares, which is conditional on him or her taking up his or her Open Offer Entitlement in full;

'ExcludedOverseasShareholders' means Shareholders with registered addresses in a Restricted Jurisdiction;

'FCA' means the Financial Conduct Authority of the United Kingdom;

'Firm Admission' means the admission of the Firm Placing Shares to trading on AIM becoming effective in accordance with Rule 6 of part 1 of the AIM Rules;

'Firm Admission Date' means 19 October 2020;

'Firm Placing Shares' means up to 14,943,300 Ordinary Shares to be issued by the Company for cash at the Issue Price which are to be placed pursuant to the Firm Placing;

'Firm Placees' means the Placees by whom or on whose behalf a commitment to acquire Firm Placing Shares has been given;

'Firm Placing' means that part of the Placing pursuant to which Firm Placing Shares are placed with Placees conditionally on, among other things, Firm Admission;

'Form of Proxy' means a form of proxy for use in connection with the General Meeting, in hard copy or electronic form;

'FSMA' means the Financial Services and Markets Act 2000 (as amended);

'General Meeting' means the general meeting of the Company to be convened for 11.00 a.m. on 2 November 2020 (or any adjournment of that meeting);

'Issue Price' means 175 pence per New Share;

'London Stock Exchange' means London Stock Exchange plc;

'New Shares' means, together, the Placing Shares and the Open Offer Shares;

'the Joint Bookrunners' means each of Numis Securities Limited, registered in England and Wales with company number 2285918, whose registered office is at The London Stock Exchange Building, 10 Paternoster Square, London EC4M 7LT and FinnCap Limited , registered in England and Wales with company number 06198898, whose registered office is at One Bartholomew Close, London, EC1A 7BL, each being a 'Joint Bookrunner';

'Open Offer' means the invitation to Qualifying Shareholders to apply to subscribe for Open Offer Shares at the Issue Price on the terms and subject to the conditions set out in the Circular;

'Open Offer Entitlement' means the entitlement of a Qualifying Shareholder, pursuant to the Open Offer, to apply to subscribe for Open Offer Shares pursuant to, and subject to the terms of, the Open Offer;

'Open Offer Shares' means the Ordinary Shares to be issued to certain Shareholders who have agreed to subscribe for such Ordinary Shares pursuant to the Open Offer;

'Ordinary Shares' means the ordinary shares of 1 penny each in the capital of the Company;

'Placee' means the Conditional Placees, the Firm Placees and any other persons by whom or on whose behalf a commitment to acquire Placing Shares has been given;

'Placing' means the placing of the Placing Shares to be conducted by way of an accelerated bookbuilding process, by the Joint Bookrunners on behalf of the Company;

'Placing Open Offer Shares' means the Open Offer Shares nor taken up pursuant to the Open Offer but for which the Joint Bookrunners have procured subscribers in accordance with the terms of the Placing Agreement;

'Placing Agreement' means the placing agreement dated 14 October 2020 between the Company and the Joint Bookrunners in respect of the Placing;

'Placing Shares' means the Firm Placing Shares, the Conditional Placing Shares and, if the context requires, any Placing Open Offer Shares;

'Prospectus Regulation' means Regulation (EU) 2017/1129

'Qualifying non-CREST Shareholders' means holders of Ordinary Shares in uncertificated form on the register of members of the Company on the Record Date (other than Excluded Overseas Shareholders);

'Qualifying non-CREST Shareholders' means holders of Ordinary Shares in certificated form on the register of members of the Company on the Record Date (other than Excluded Overseas Shareholders);

'QualifyingShareholders' means Qualifying CREST Shareholders and Qualifying non-CREST Shareholders (other than Excluded Overseas Shareholders);

'RecordDate' means 06:00 p.m. on 13 October 2020;

'Regulation D' means Regulation D promulgated under the Securities Act;

'Regulation S' means Regulation S promulgated under the Securities Act;

'Regulatory News Service' means the electronic information dissemination service operated by the London Stock Exchange's Company Announcements Office, or any alternative "PIP service" (primary information provider service) which the Company has selected for the purposes of making regulatory announcements in accordance with the AIM Rules;

'Resolutions' means the resolutions set out in the notice of General Meeting contained in the Circular;

'RestrictedJurisdiction' the US, Australia, Canada, Japan, New Zealand and the Republic of South Africa and any other jurisdiction in which it would be unlawful to offer the Placing Shares or the Open Offer Shares, or where the Placing and Open Offer would be required to be approved by a regulatory body;

'Securities Act' means the US Securities Act of 1933, as amended;

'Shareholders' means holders of Ordinary Shares;

'United Kingdom' or 'UK' means the United Kingdom of Great Britain and Northern Ireland;

'United States' or 'US' means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia; and

'US Investor Letter' means the representation letter in the approved form to be executed by any Placee who is a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act).

 

 

 

[1] Throughout this announcement, where reference is made to "101 patients", 101 patients were randomised to this study, of which, 98 were dosed.

 

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