TIDMABDX
RNS Number : 1227U
Abingdon Health PLC
01 December 2021
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ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS
OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN
RESPECT OF ABINGDON HEALTH PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS THE
SAME HAS BEEN RETAINED IN UK LAW AS AMED BY THE MARKET ABUSE
(AMMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). IN
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NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
1 December 2021
Abingdon Health plc
("Abingdon Health", the "Group" or the "Company")
Proposed Placing, Subscription, Open Offer and PrimaryBid
Offer
to raise, in aggregate, no less than GBP4.0 million
York, U.K. 1 December 2021: Abingdon Health plc (AIM: ABDX), a
leading international developer and manufacturer of high quality
and effective rapid tests, announces a proposed placing (the
"Placing"), via an accelerated bookbuild (the "Bookbuild" or
"Bookbuild Process"), of new ordinary shares of 0.025 pence
("Ordinary Shares") in the capital of the Company.
The Placing will be conducted at a price of 25.0 pence per share
(the " Issue Price "). The Placing will comprise the issue of no
less than 14,800,000 new Ordinary Shares (the "Placing Shares"),
representing no less than 15.5 per cent of the existing issued
ordinary share capital of the Company. The Placing includes the
participation of certain of the Company's directors, who intend to
subscribe for 1,999,599 Placing Shares, raising approximately
GBP0.5 million of the GBP3.7 million minimum gross proceeds of the
Placing (before expenses).
In addition to the Placing, certain of the Company's
Shareholders intend to subscribe for 1,200,000 new Ordinary Shares
(the "Subscription Shares") at the Issue Price, to raise further
gross proceed for the Company of GBP300,000 (the "Subscription").
Together, the Placing and the Subscription will raise aggregate
gross proceeds of no less than GBP4.0 million for the Company.
Qualifying Shareholders will be offered the opportunity to
subscribe for an aggregate of up to 4,000,000 new Ordinary Shares
through an open offer at the Issue Price (the "Open Offer Shares")
to raise up to approximately GBP1.0 million (before expenses) (the
"Open Offer").
There will also be an offer of new Ordinary Shares to be made by
the Company via the PrimaryBid platform (the "PrimaryBid Shares"
and, together with the Placing Shares, the Subscription Shares and
the Open Offer Shares, the "New Ordinary Shares") at the Issue
Price (the "PrimaryBid Offer", together with the Placing, the
Subscription and the Open Offer, the "Fundraising"), to provide
retail investors with an opportunity to participate in the
Fundraising. A separate announcement will be made shortly regarding
the PrimaryBid Offer and its terms. The Placing is not conditional
upon either the Open Offer or the PrimaryBid Offer. The PrimaryBid
Offer will close on completion of the Bookbuild Process.
Capitalised terms used in this announcement including the
appendix (the "Appendix", together, the "Announcement")) have the
meanings given to them in the section headed "Definitions" at the
end of this Announcement, unless the context provides
otherwise.
Highlights
-- Proposed Placing of no less than 14,800,000 Placing Shares at
a price of 25.0 pence per share to raise gross proceeds of no less
than GBP3.7 million.
-- The Company reserves the right to increase the size of the
Placing up to no more than 22,800,000 Placing Shares, to raise
gross proceeds of no more than GBP5.7 million.
-- Proposed Subscription for 1,200,000 Subscription Shares at
the Issue Price, to raise gross proceeds of GBP0.3 million.
-- GBP2.7 million of the gross proceeds of the Placing and the
GBP0.3 million gross proceeds from the Subscription (before
expenses) will be used in the first instance to cover, as
previously notified, a working capital shortfall expected to arise
in the first quarter of 2022.
-- The Company will also invest up to a further GBP3 million
gross proceeds of the Placing in product research and development
initiatives to capitalise on growth opportunities in the area of
infectious disease. These areas include Flu testing, Hepatitis C
and Lyme disease.
-- The Placing is to be conducted by way of an accelerated
bookbuild process by Singer Capital Markets which will be launched
in accordance with the Terms and Conditions set out in the Appendix
to this Announcement, immediately following this Announcement (as
defined below).
-- The Company is providing all Qualifying Shareholders with the
opportunity to subscribe for an aggregate of up to 4,000,000 Open
Offer Shares at the Issue Price, to raise up to GBP1.0 million
(before expenses), on the basis of 1 Open Offer Share for every
23.925 Existing Ordinary Shares held by the Shareholder at the
Record Date. Any Open Offer Shares not subscribed for by Qualifying
Shareholders will be available to Qualifying Shareholders under the
Excess Application Facility.
-- The Company also wishes to provide retail investors with an
opportunity to participate in the equity fundraise at the same
price as institutions and is therefore seeking to raise up to
GBP0.5 million via the PrimaryBid Offer.
-- The Issue Price of 25.0 pence represents a discount of 34.2
per cent. to the closing mid-market price of 38 pence per Ordinary
Share on 30 November 2021, being the last practicable trading day
prior to release of this Announcement.
-- The Placing is being conducted in two tranches. The Company
intends to issue 4,784,955 Placing Shares (the "First Placing
Shares") under the existing authorities to allot equity securities
granted at the Company's general meeting on 16 November 2020,
raising gross proceeds of approximately GBP1.2 million for the
Company. The First Placing Shares are expected to be admitted to
trading on AIM on or around 3 December 2021 ("First Admission").
The Company intends to issue no less than a further 10,015,045
Placing Shares (the "Second Placing Shares"), raising gross
proceeds of no less than approximately GBP2.5 million. The Second
Placing Shares (together with the Subscription Shares, the Open
Offer Shares and the PrimaryBid Shares) are expected to be admitted
to trading on AIM on or around 21 December 2021 ("Second
Admission").
-- Certain of the Company's directors intend to participate in
the Second Placing through a subscription for 1,999,599 Second
Placing Shares, raising approximately GBP0.5 million of the total
gross proceeds of the Second Placing. One of the Company's other
Shareholders intends to subscribe for 1,200,000 Subscription
Shares, raising GBP0.3 million of further gross proceeds for the
Company.
-- Admission of the First Placing Shares is conditional, inter
alia, upon the Placing Agreement not having been terminated and
becoming unconditional in respect of those shares. Admission of the
Second Placing Shares, the Subscription Shares, the Open Offer
Shares and the PrimaryBid Shares is also conditional, inter alia,
upon the approval of the Company's ordinary shareholders (the
"Shareholders") at a general meeting to be held at 10:30 a.m. on 20
December 2021 at the offices of Abingdon Health plc, York Biotech
Campus, Sand Hutton, York, YO41 1LZ (the "General Meeting"). The
notice convening the General Meeting will be set out in a circular
(the "Circular") expected to be sent to Shareholders on or around 2
December 2021.
-- The final number of Placing Shares to be placed will be
determined by Singer Capital Markets, in consultation with the
Company, at the close of the Bookbuild Process and the result will
be announced as soon as practicable thereafter. The timing for the
close of the Bookbuild Process and the allocation of the Placing
Shares thereunder, will be determined by Singer Capital Markets in
consultation with the Company.
-- Neither the Placing nor the Subscription, the Open Offer or
the PrimaryBid Offer is being underwritten (in whole or in part) by
Singer Capital Markets or any other person.
-- The Company today announces that the Company has now achieved
registration for the AbC-19TM rapid test in Saudi Arabia and is in
discussions with its in-country distribution partner on possible
orders.
-- The Appendix to this Announcement (which forms part of this
Announcement) contains the detailed terms and conditions of the
Placing.
Further details of the Placing will be set out in an
announcement to be made on the closing of the Placing, expected to
be later today.
This Announcement should be read in its entirety. In particular,
your attention is drawn to the detailed terms and conditions of the
Placing and further information relating to the Placing and any
participation in the Placing that is described in the Appendix to
this Announcement (which forms part of 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 Appendix), 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,
indemnities, acknowledgements, agreements and undertakings
contained in the Appendix.
Expected Timetable of Principal Events
2021
Record Date for entitlement under the Open Offer 30 November
Announcement of the Fundraising 7.00 a.m. on 1 December
Announcement of the results of the Placing, the 1 December
Subscription and the PrimaryBid Offer
Publication and posting of the Circular, Form of 2 December
Proxy and, to Qualifying Non-Crest Shareholders,
the Application Form
Ex-Entitlement date of the Open Offer 2 December
Open Offer Entitlements and Excess Open Offer Entitlements 3 December
credited to stock accounts in CREST of Qualifying
CREST Shareholders
Admission of the First Placing Shares to trading 8 a.m. on 3 December
on AIM and commencement of dealings
Where applicable, expected date for CREST accounts 3 December
to be credited in respect of First Placing Shares
in uncertificated form
Latest recommended time and date for requested withdrawal 4.30 p.m. on 13
of Basic Open Offer Entitlements December
Latest time and date for depositing Open Offer Entitlements 3.00 p.m. on 14
in CREST December
Latest time and date for splitting of Application 3.00 p.m. on 15
Forms under the Open Offer December
Latest time and date for receipt of Forms of Proxy 10.30 a.m. on 16
and CREST voting instructions December
Latest time and date for receipt of Application 11.00 a.m. on 17
Forms and payment in full under the Open Offer and December
settlement of relevant CREST instructions (as appropriate)
Where applicable, expected date for dispatch of 17 December
definitive share certificates for First Placing
Shares in certificated form
General Meeting 10.30 a.m. 20 December
Results of the General Meeting and the Open Offer 20 December
announced
Admission of the Second Admission Shares to trading 8 a.m. on 21 December
on AIM and commencement of dealings
Where applicable, expected date for CREST accounts 21 December
to be credited in respect of Second Admission Shares
in uncertificated form
Where applicable, expected date for dispatch of 6 January 2022
definitive share certificates for Second Admission
Shares in certificated form
Enquiries:
Abingdon Health plc www.abingdonhealth.com/investors/
Chris Yates, Chief Executive Officer Via Walbrook PR
Melanie Ross , Chief Financial Officer
Chris Hand, Non-Executive Chairman
Singer Capital Markets Securities Limited Tel: +44 (0)20 7496 3000
(Sole Bookrunner and Broker)
Singer Capital Markets Advisory LLP
(Nominated Adviser)
Shaun Dobson, Peter Steel, Alex Bond
(Corporate Finance)
Tom Salvesen (Corporate Broking)
Walbrook PR Limited Tel: +44 (0)20 7933 8780 or abingdon@walbrookpr.com
Paul McManus / Phillip Mob: +44 (0)7980 541 893 / +44 (0)77867 984
Marriage 082
Alice Woodings Mob: +44 (0)7407 804 654
About Abingdon Health
Abingdon Health is a world leading developer and manufacturer of
high-quality rapid tests across all industry sectors, including
healthcare and COVID-19. Abingdon Health is the partner of choice
for a growing global customer base and takes projects from initial
concept through to routine and large-scale manufacturing and has
also developed and marketed its own labelled tests.
The Company offers product development, regulatory support,
technology transfer and manufacturing services for customers
looking to develop new assays or transfer existing laboratory-based
assays to a lateral flow format. Abingdon Health aims to support
the increase in need for rapid results across many industries and
locations and produces lateral flow tests in areas such as
infectious disease, clinical testing including companion
diagnostics, animal health and environmental testing. Faster access
to results allows for rapid decision making, targeted intervention
and can support better outcomes. This ability has a significant
role to play in improving life across the world. To support this
aim Abingdon Health has also developed AppDx(R) , a customisable
image capturing technology that transforms a smartphone into a
self-sufficient, standalone lateral-flow reader.
Founded in 2008, Abingdon Health is headquartered in York,
England.
For more information visit: www.abingdonhealth.com
FURTHER INFORMATION
Background to the Fundraising
Overview
The Company was admitted to trading on AIM in December 2020. The
net proceeds of the IPO were designated to support further
investment in the Group's operations, principally to build out its
automated capacity at both its York and Doncaster sites. The
rationale for this expansion was driven by the growth in the
lateral flow market initially due to the impact of the COVID-19
pandemic and the anticipated demand for both antigen and antibody
testing.
In the post-IPO period, the Company has used the funds raised at
IPO to execute its capital expenditure expansion plan and increase
employee headcount in accordance with the plans outlined in the
Company's Admission Document. Cash outflows in the period since IPO
have been exacerbated by non-payment by DHSC of amounts owing for
the supply of 1 million AbC-19(TM) Rapid Tests ("AbC-19") and the
procurement, on behalf of DHSC, of components to make up to a
further 9 million AbC-19(TM) rapid tests. As at 29 November 2021
the amount overdue is GBP8.45m. As outlined in further detail
below, the Company is in discussions with DHSC to settle the
outstanding amount and has reached a non- binding agreement in
principle with DHSC for the collection of a substantial amount of
the overdue amounts owed.
Commercial and Operational Progress Since IPO
COVID-19 antibody testing
The Company's AbC-19(TM) rapid test has been CE-marked and made
available for sale in the UK since July 2020. The Company and the
test are both included on the MHRA's register of medical devices.
Following DHSC's decision not to procure further tests beyond the 1
million already supplied, the Company has subsequently focused on
securing distributors (and securing local approvals) in order to
commercialise the test in international territories. Much of the
focus of the UK and US Governments to date has been on the use of
PCR laboratory testing and lateral flow antigen testing to support
the identification of those with COVID-19 infection. The Directors
believe that there continues to be an opportunity for antibody
testing in order to determine an individual's immune status and
determine, for example, whether they require a vaccine booster jab.
The AbC-19 test is CE marked for professional use only and Abingdon
Health is actively marketing the test both in the UK and
internationally.
In addition, in July 2021, Abingdon Health announced that it had
signed an exclusive manufacturing agreement with BioSure (UK)
Limited ("BioSure"), a company specialising in the provision of
rapid in-vitro diagnostic testing solutions, for the manufacture of
BioSure's COVID-19 IgG antibody self-test. This test, for which
BioSure is the legal manufacturer, has been CE marked specifically
for self- testing. The test uses a fraction of a drop of
finger-prick blood (2.5uL) with results displayed in 20
minutes.
Both tests allow individuals to know and monitor their own
antibody status pre-vaccination, post vaccination and following
infection with the SARS-CoV-2 virus. The Directors believe that the
tests will be particularly useful as populations worldwide continue
to be vaccinated to monitor the effectiveness of an individual's
immunity status. This will have utility alongside potential booster
vaccinations.
COVID-19 antigen testing
The Company has made recent progress in relation to two projects
involving scale-up and technical transfer to manufacture. Avacta
plc's AffiDX(R) SARS-CoV-2 antigen lateral flow test is being
validated to allow commercial product to be manufactured and
released by Abingdon Health. Avacta have indicated that they may
require the Company to produce between one and two million tests
per month. The transfer process, which involves scale-up of
processes and manufacture of three production-scale manufacturing
runs, is progressing well and due for completion in this calendar
year. A significant order for post-technical transfer production
has been received from Avacta.
The Vatic KnowNow(TM) rapid antigen test, is a UK designed test
developed by Vatic Health Limited ("Vatic"), and will be
manufactured by Abingdon Health. An initial purchase order has been
received for 600,000 tests and Vatic have previously stated that
demand could reasonably increase to two million tests per month and
ultimately reach 100 million per annum.
It is the Directors' belief that the opportunity for COVID-19
antigen testing both in the UK and internationally will remain for
the foreseeable future.
Non-COVID-19 Contract Service Opportunity
Whilst Abingdon Health's current contract development focus is
on bringing a number of COVID-19 contract service products through
technical transfer and into manufacture, Abingdon Health has a
pipeline of other non-COVID-19 contract service opportunities that
it will look to bring through technical transfer and into
manufacture in due course. These cover a range of other infectious
disease areas, other clinical and animal health tests and Abingdon
Health's focus is on identified contract service opportunities that
are at or near full design freeze (where all design work is
complete and the product is capable of scalable manufacture) and
can be transferred through technical transfer in a relatively short
period of time and then into manufacture. According to
MarketsandMarkets the non-COVID-19 lateral flow assay market
(including readers) was worth approximately $7bn per annum in 2020
and is forecast to grow by 45 per cent. to $10bn by 2025.
Non-COVID-19 Self-Testing Opportunity
Abingdon Health also continues to explore opportunities to
broaden its portfolio of products within other areas of the
infectious disease market with a focus on self-testing. The
Directors believe that the implementation of widespread lateral
flow testing for COVID-19 may act as a catalyst for the broader
expansion of lateral flow self-testing initially into other areas
of the infectious disease assay market. To that end Abingdon Health
is leveraging its development, manufacturing and commercial
expertise in collaborating with a commercial partner on the
development of a Hepatitis C lateral flow self-test. According to
MarketsandMarkets, the Hepatitis C testing market is currently
worth $245m per annum and the Directors believe that there is an
opportunity for a self-test for Hepatitis C that would have utility
both in the developed and developing markets. Globally, an
estimated 58 million people have chronic hepatitis C virus
infection, with about 1.5 million new infections occurring per year
and overall an estimated 21 per cent. (15.2 million) knew their
diagnosis (Source: WHO). Abingdon Health is also actively
considering the development of a number of other infectious disease
lateral flow self-test product opportunities and would seek to
pursue the development of these subject to the fundraise.
DHSC
The Good Law Project ("GLP") is currently engaged in judicial
review proceedings brought against the Secretary of State for
Health and Social Care, which is due to be heard in May 2022. DHSC
is resisting the claims by the GLP. It is noted that the Group is
an interested party, not a defendant in this case. The Group set
out on its website on 9 August 2021 its detailed Grounds of
Resistance as well as publishing a letter issued to the GLP via
their solicitors, which corrected factual inaccuracies the GLP had
continued to publish as part of its case. The Group continues to
engage in this process to ensure that its reputation and good
standing are not impugned and to ensure accurate information is
made available to the judicial review.
As notified in its Results Statement, the Group is owed GBP8.45m
by DHSC for a combination of tests delivered (circa GBP5.2m) and
components bought on behalf of DHSC (circa GBP3.3m). Further detail
is provided in Note 5 of the Results Statement. The Group believes
that there are no legal grounds as to why these monies are not
being paid in full and as such is following the Dispute Resolution
Process as outlined in the contracts with DHSC. There have been two
separate meetings with DHSC in an effort to find a resolution
through mediation to this issue. During the second mediation
meeting, both parties reached a non-binding agreement in principle
which would, if concluded, lead to the outstanding monies being
substantially collected and resolve all outstanding disputes with
DHSC.
The delay in these monies being paid has had a material impact
on the Group, as previously announced to the market and has led the
Board to conclude that there is a material uncertainty in relation
to the going concern of the Group in the near term, linked to the
non-recovery of these funds in line with the contractual
obligations. The Board looks forward to the conclusion of the
dispute resolution process in due course so that the Company can
focus efforts on building its business, creating jobs in the
Northern Powerhouse region and supporting its customers' innovation
and growth plans.
Whilst the Board is pleased with the recent progress of the
Company's mediation meetings with DHSC, it still has no visibility
over whether and when any payment might be made. Therefore, the
Company is now at a juncture where it is required to strengthen its
balance sheet in order to support its day to day working capital
requirements as well as provide additional funding to support its
growth ambitions.
Reasons for the Fundraising and Use of Proceeds
Working Capital Funding
The Company is seeking to raise additional funding such that it
has the working capital available ahead of scaling up manufacturing
for Avacta and Vatic and to fund new product development in other
areas.
Both the Avacta and Vatic antigen tests will require an element
of working capital given the anticipated manufacturing volumes. In
addition, the failure of DHSC to pay the outstanding balances has
put pressure on the Group's cash position, with remedial action
taken during 2021 including the requirement to lose through
redundancy and otherwise a number of valued and committed
employees. The Group could take further action aimed at conserving
cash, albeit the Board is reluctant to take such measures, as these
would have an adverse impact on the Group's longer-term prospects
and result in forgoing growth opportunities which the Board
believes would deliver value to the Company's shareholders.
Given the Board's growth plans for the Group and non payment of
monies by DHSC, the Board anticipates that a working capital
shortfall could arise during the first quarter of 2022 if
sufficient amounts from the DHSC are not collected by then. The
Board is therefore seeking to allocate GBP3 million of the gross
proceeds of the Placing and the Subscription to supporting the
working capital requirements of the Company, including the need to
invest in components to support the requirement of contract service
customers such as Vatic and Avacta.
Funding Additional Growth Opportunities
The Company has also identified a number of lateral flow
self-test development opportunities in the area of infectious
disease. The Directors believe that COVID-19 lateral flow
self-testing will drive a paradigm shift in the use of self-testing
for a range of other clinical applications. The Company is seeking
to leverage its development, manufacturing and commercial
expertise, alongside potential commercial partners, to develop a
range of self-tests that may be sold direct to the customer,
through a combination of online and bricks and mortar retail
channels.
The Board is therefore seeking to raise up to a further GBP3
million through the Placing to support the development of a range
of infectious disease self-tests that Abingdon Health will develop,
manufacture and commercialise to build its own range of self-tests
and increasingly utilise its manufacturing capacity that has been
expanded since IPO. These funds will be deployed in three core
areas in the self-testing market as follows:
Product Rationale Cash Min. Required
Development Requirement Gross
Area Placing
Proceeds
1 - Flu GBP1.0m GBP4.0m
Testing * GBP300m p.a. global market
* Well aligned with COVID-19 testing
* Company is aiming to have a test in place by Autumn
2022
2 - GBP1.0m GBP5.0m
Hepatitis * GBP185m p.a. global market
C
* Large addressable market for simple screening tests
* No routine screening in place
3 - Lyme GBP1.0m GBP6.0m
Disease * The Board is not aware of any established testing
market and believes that there is a significant
market opportunity, particularly in the developing
world
* Preliminary work already undertaken with a commercial
partner
Should the Company recover funds from DHSC in the short to
medium term, the Company plans to deploy any surplus cash where
available in the expansion opportunities set out in its Admission
Document dated 15 December 2020. In particular, the Company is
exploring opportunities to expand its footprint in the US, North
America being one of the largest global markets for LFTs.
Any further funds raised from the Open Offer and the PrimaryBid
Offer will also be applied to the above growth opportunities.
Current trading and prospects
The Company released its preliminary results for the year ended
30 June 2021 on 18 November 2021, reporting revenues of GBP11.6
million (FY20: GBP5.2 million), an adjusted EBITDA loss of GBP3.3
million (FY20: GBP0.8 million profit) and a loss for the financial
period of GBP7.0 million (FY20: GBP3.4 million loss). Cash balances
at 30 June 2021 were GBP5.0 million (2020: GBP4.4 million). A copy
of the Results Statement is available to view on the Company's
website www.abingdonhealth.com/investors/regulatory-announcements
.
Selected extracts from the Company's Results Statement providing
commentary on current trading and prospects of the Group are set
out below (reproduced in full without amendment):
Order Book
Much of our development work outside of AbC-19(TM) was focused
on scaling-up our customers' antigen and antibody COVID-19 test
production. We were pleased to announce in August 2021 the
completion of the technical transfer of the BioSure COVID-19 IgG
antibody self-test, the first antibody test that has been approved
by a Notified Body and CE marked for self-test home use. Technical
transfer is the process whereby three or more independent
production runs are manufactured, at increasing scale, and
validated to illustrate the product is suitable for mass
manufacture.
In addition, in July 2021 we announced the completion of the
transfer of the Bioporto A/S lateral flow product for its Generic
Rapid Assay Device (gRAD) platform, Bioporto's proprietary patented
technology for rapid lateral flow test development. The 10-year
manufacturing agreement provide Bioporto with immediate access to
high volume manufacturing to meet their anticipated global demand
for its product.
As announced on 12 August 2021 we are in the process of
transferring two COVID-19 Antigen tests into routine manufacture.
On 30 September 2021 Avacta PLC ("Avacta") as part of their full
year results presentation noted that their AffiDx(R) SARS-CoV-2
lateral flow test was in the process of transfer to Abingdon to
allow commercial product to be manufactured and released. In
October 2021 Vatic Health Limited ("Vatic") announced the strategic
partnership with Abingdon for the development and manufacture of
the Vatic KnowNow(TM) saliva COVID-19 antigen test.
We have received significant purchase orders for manufacturing
batches from Vatic and Avacta, in advance of completion of
technical transfer of their products, and we are putting in place
the required component stock to allow us to seamlessly move into
manufacturing in due course. The transfer of these antigen tests is
timely given the move towards private-sector testing in the UK, the
transition to cost-effective lateral flow testing alongside PCR
testing for travel as well as the increased focus on antigen
testing starting to emerge in the United States.
Pipeline
The pipeline of opportunities behind these technical transfers
is encouraging and we have an additional two technical transfer
contracts signed which we anticipate commencing in the second
quarter of FY 2022. These opportunities are non-clinical lateral
flow tests. Our priority is to focus on products in the late-stage
of development which require transfer and scale-up to
manufacturing.
Outlook
The COVID-19 market environment remains uncertain and there is
no clear understanding of the direction that the pandemic will
take.
In this uncertain environment Abingdon has sought to expand the
range of COVID-19 rapid tests under manufacture to enable it to
support governments and private sector companies in dealing with
the impact of the pandemic. Abingdon has a range of antigen and
antibody lateral flow tests with manufacturing agreements in place
or in the late stages of technical transfer.
Importantly, our significant technical transfer and
manufacturing capability means we are ideally placed to support any
changes in product specification of existing products if new
variants emerge which require product changes. We remain optimistic
on the opportunities for AbC-19(TM) and COVID-19 antibody testing
in general, and this is now starting to lead to material
orders.
It has been a challenging start to life as a listed Group;
however, we remain excited by the opportunity for the part that
lateral flow tests can play as a key diagnostic tool across
multiple disease areas. We also look forward to the conclusion of
the DHSC Dispute Resolution Process where good progress has been
made in recent weeks. We would like to thank all our employees for
their hard work, dedication and commitment during the past year
despite the challenges we have faced in an uncertain economic
climate.
We are confident with our contract services customer base and
our current pipeline means we are well positioned to grow our
business and deliver shareholder value going forward.
On 29 November 2021 the Company achieved registration for the
AbC-19TM rapid test in Saudi Arabia and is in discussions with its
in-country distribution partner on possible orders.
Information on the Placing
In connection with the Placing, the Company has today entered
into the Placing Agreement, pursuant to which Singer Capital
Markets, as agent for the Company, has conditionally agreed to use
its reasonable endeavours to procure subscribers for the Placing
Shares (comprising shares issued pursuant to the First Placing and
the Second Placing).
The Placing has not been underwritten by the Singer Capital
Markets or any other person. The Placing is conditional upon,
amongst other things:
-- in respect of the First Placing Shares, First Admission
becoming effective on or before 8.00 a.m. on 3 December 2021 (or
such later time and/or date as the Company and Singer Capital
Markets may agree, but in any event by no later than 8.00 a.m. on
the Long Stop Date). The Directors will use the Company's existing
authorities and powers to disapply pre-emption rights granted by
resolutions passed at the general meeting of the Company held on 16
November 2020 to allot and issue the First Placing Shares. The
issue of the First Placing Shares is not, therefore, subject to the
approval of Shareholders; and
-- in respect of the Second Placing Shares, the Resolutions
being duly passed without amendment at the General Meeting and
Second Admission becoming effective on or before 8:00 a.m. on 21
December 2021 (or such later time and/or date as the Company and
Singer Capital Markets may agree, but in any event by no later than
8.00 a.m. on the Long Stop Date).
The Placing Agreement contains customary warranties from the
Company in favour of Singer Capital Markets in relation to, inter
alia, the accuracy of the information in this document and other
matters relating to the Group and its business. In addition, the
Company has agreed to indemnify Singer Capital Markets in relation
to certain liabilities they may incur in respect of the Placing.
Singer Capital Markets has the right to terminate the Placing
Agreement in certain circumstances prior to either First Admission
or Second Admission, in particular, in the event of a breach of the
warranties given to Singer Capital Markets in the Placing
Agreement, the occurrence of a force majeure event or a material
adverse change affecting the condition, or the earnings or business
affairs or prospects of the Group as a whole, whether or not
arising in the ordinary course of business.
Directors' participation in the Placing
The Board recognises the importance of Director participation
for the success of the Fundraising and, as such, certain members of
the Board (being the Participating Directors) have indicated that
they intend to subscribe for 1,999,599 Placing Shares at the Issue
Price as part of the Second Placing, for an aggregate of
approximately GBP500,000. Their proposed respective participations
would constitute related party transactions under Rule 13 of the
AIM Rules. Further details of any participation will be set out in
the Placing Results Announcement.
Information on the Subscription
A certain Shareholder (being a Substantial Shareholder (as
defined in the AIM Rules) has indicated their intention to
subscribe for, in aggregate, 1,200,000 Subscription Shares at the
Issue Price, raising gross proceeds of GBP0.3 million for the
Company, such Subscription Shares to be issued and allotted at the
same time as the Second Placing Shares, the Open Offer and the
PrimaryBid Shares. The proposed take-up of Subscription Shares by
the Substantial Shareholder would constitute a related party
transaction under Rule 13 of the AIM Rules. Further details of the
Subscription Shares taken up by the Substantial Shareholder will be
set out in the announcement to be made on the closing of the
Bookbuild Process.
Information on the Open Offer
The Company considers it important that Qualifying Shareholders
have an opportunity (where it is practicable for them to do so) to
participate in the Fundraising and accordingly the Company is
making the Open Offer to Qualifying Shareholders. The Company is
proposing to raise up to GBP1 million (before expenses) (assuming
full take up of the Open Offer) through the issue of up to
4,000,000 Open Offer Shares at the Issue Price. Any Open Offer
Shares not subscribed for by Qualifying Shareholders will be
available to Qualifying Shareholders under the Excess Application
Facility. The Open Offer is not being underwritten.
Qualifying Shareholders may apply for Open Offer Shares under
the Open Offer at the Issue Price on the following basis:
1 Open Offer Share for every 23.925 Existing Ordinary Shares
held by the Qualifying Shareholder on the Record Date.
Further details of the Open Offer and the application process
relating to the Open Offer will be set out in the Circular.
The Directors have agreed not to take up their respective Open
Offer Entitlements.
Information on the PrimaryBid Offer
The Company is separately carrying out the PrimaryBid Offer
using PrimaryBid, which, for the avoidance of doubt, is not part of
the Placing and is the sole responsibility of the Company. Singer
Capital Markets does not have any responsibilities, obligations,
duties or liabilities (whether arising pursuant to any contract,
law, regulation or tort) in relation to the same.
Risks and uncertainties
A description of the principal risks and uncertainties
associated with the Group's business and how they are being managed
is included in pages 9 to 10 of the Group's Annual Report and
Financial Statements for the year ended 30 June 2021. The Board
considers that these principal risks and uncertainties are those
applicable to the Group at the current time.
Settlement and dealings
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. It is
expected that settlement and Admission of the First Placing Shares
to trading on AIM will take place at 8.00 a.m. on 3 December 2021
and that settlement and Admission of the Second Admission Shares to
trading on AIM will become effective at 8.00 a.m. on 21 December
2021.
The New Ordinary 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 General Meeting
It is anticipated that the Company will publish the Circular
convening the General Meeting on or around 2 December 2021. A
further announcement confirming publication of the Circular will be
released at the appropriate time.
Recommendation & Importance of Vote
The Directors consider the Fundraising to be in the best
interests of the Company and its Shareholders as a whole. To
complete all of the Fundraising, the Directors accordingly will be
recommending unanimously that Shareholders vote in favour of the
Resolutions to be proposed at the General Meeting (which will be
set out in the Notice of General Meeting) as they intend to do so
in respect of their beneficial holdings amounting, in aggregate, to
17,783,222 Existing Ordinary Shares, representing approximately
18.6 per cent. of the existing issued ordinary share capital of the
Company.
While the Company has achieved some success with its
manufacturing contracts signed to date, the Board does not expect
the near-term volumes to positively impact short-term cash inflows
to the Company. Furthermore, whilst the Board is pleased to see
progress in the Company's mediation meetings with DHSC, and the
agreement on non-binding terms to move to payment, it currently has
no visibility regarding the timing of settlement of funds and it is
entirely possible that the current cash resources of the Group
could be depleted if sufficient amounts from DHSC are not
collected. As stated above, in such circumstances, the Board
anticipates that a working capital shortfall could arise during the
first quarter of 2022.
If the Resolutions are not passed or the Fundraising does not
proceed (including circumstances where the First Placing proceeds
but the Second Placing and the Subscription do not proceed), the
Board believes that there can be no certainty that the Company will
have access to alternative sources of funding to cover the working
capital shortfall anticipated. In such circumstances, the Directors
would need to consider alternative strategic options, which could,
for example, include significantly reducing the scale of the
Company's operations and activities, the sale of some or
substantially all of the Company's assets or the Company ultimately
entering administration. Even if such alternative funding were to
be made available, the terms of such funding could be highly
onerous. The Directors consider that in any of these scenarios, the
residual value in the Company's assets would be significantly
reduced.
In order to ensure that the business has access to adequate
funding for the foreseeable future, and to avoid material loss of
shareholder value in the short term, the Directors intend to
unanimously recommend that Shareholders vote in favour of the
Resolutions, as the Directors intend to do in respect of their own
holdings of Ordinary Shares.
Shareholders should take independent advice if they wish to
consider the suitability of these risks with regard to their own
particular circumstances and investment criteria.
IMPORTANT NOTICE
This Announcement, including the Appendix (together, the
"Announcement"), and the information contained herein is for
information purposes only and is not for release, publication or
distribution, directly or indirectly, in whole or in part, in or
into or from the United States, Australia, Canada, Japan, New
Zealand, the Republic of South Africa, or any other jurisdiction
where to do so might constitute a violation of the relevant laws or
regulations of such jurisdiction (the "Placing Restricted
Jurisdictions"). The New Ordinary Shares have not been and will not
be registered under the United States Securities Act of 1933 (the
"Securities Act") or under the securities laws of any state or
other jurisdiction of the United States and may not be ordered,
sold, or transferred, directly or indirectly, in or into the United
States absent registration under the Securities Act or an available
exemption from or in a transaction not subject to the registration
requirements of the Securities Act and, in each case, in compliance
with the securities law of any state or any other jurisdiction of
the United States. No public offering of the New Ordinary Shares is
being made in the United States. Persons receiving this
Announcement (including custodians, nominees and trustees) must not
forward, distribute, mail or otherwise transmit it in or into the
United States or use the United States mails, directly or
indirectly, in connection with the Fundraising. This Announcement
does not constitute or form part of an order to sell or issue or a
solicitation of an order to buy, subscribe for or otherwise acquire
any securities in any jurisdiction including, without limitation,
the Placing Restricted Jurisdictions or any other jurisdiction in
which such order or solicitation would be unlawful. This
Announcement and the information contained in it is not for
publication or distribution, directly or indirectly, to persons in
a Placing Restricted Jurisdiction unless permitted pursuant to an
exemption under the relevant local law or regulation in any such
jurisdiction.
No action has been taken by the Company, Singer Capital Markets
or any of their respective directors, officers, partners, agents,
employees or affiliates that would permit an offer of the New
Ordinary Shares or possession or distribution of this Announcement
or any other publicity material relating to such New Ordinary
Shares in any jurisdiction where action for that purpose is
required.
Persons receiving this Announcement are required to inform
themselves about and to observe any restrictions contained in this
Announcement. Persons (including, without limitation, nominees and
trustees) who have a contractual or other legal obligation to
forward a copy of this Announcement should seek appropriate advice
before taking any action.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by, a person
authorised under FSMA. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not apply.
The information contained in this Announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this Announcement or its accuracy, fairness or completeness.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
Singer Capital Markets, which is authorised and regulated in the
United Kingdom by the FCA, is acting as broker and bookrunner
exclusively to the Company and to no-one else in connection with
the Placing and Admission and will not be responsible to anyone
(including any Placees) other than the Company for providing the
protections afforded to its clients, nor for providing advice in
relation to the Placing or Admission or any other matters referred
to in this Announcement.
Singer Capital Markets Advisory LLP, which is authorised and
regulated in the United Kingdom, is acting as nominated adviser to
the Company for the purposes of the AIM Rules in connection with
the Placing and Admission and to no-one else in connection with the
Placing and Admission and will not be responsible to any person
other than the Company for providing the protections afforded to
its clients, nor for providing advice in relation to the Placing or
Admission or any other matters referred to in this Announcement.
Singer Capital Markets Advisory LLP's responsibilities as the
Company's nominated adviser under the AIM Rules and the AIM Rules
for Nominated Advisers are owed solely to the London Stock Exchange
and are not owed to the Company, any director of the Company or to
any other person in respect of his decision to acquire shares in
the capital of the Company in reliance on any part of this
Announcement or otherwise .
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 or on
behalf of the Company (except to the extent imposed by law or
regulations), Singer Capital Markets or by their affiliates or
their respective agents, directors, officers and employees as, or
in relation, to the contents of this Announcement, including its
accuracy, completeness or verification or for any other statement
made or purported to be made by any of them, or on their behalf,
the Company or any other person in connection with the Company, the
Fundraising or Admission or for 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. Singer Capital Markets and its affiliates and
agents disclaims to the fullest extent permitted by law all and any
responsibility or liability whatsoever, whether arising in tort,
contract or otherwise, which it might otherwise have in respect of
this Announcement or any such statement.
The New Ordinary Shares will not be admitted to trading on any
stock exchange other than to trading on AIM.
The Appendix to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
person who is invited to and who chooses to participate in the
Placing by making or accepting an oral and legally binding offer to
acquire Placing Shares will be deemed to have read and understood
this Announcement in its entirety and to be making such offer on
the terms and subject to the conditions set out in this
Announcement and to be providing the representations, warranties,
undertakings and acknowledgements contained in the Appendix.
Members of the public are not eligible to take part in the Placing
and no public offering of Placing Shares is being or will be
made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
NOTICE TO OVERSEAS SHAREHOLDERS
The New Ordinary Shares have not been and will not be registered
or qualified under the relevant laws of any state, province or
territory of the Restricted Jurisdictions and may not be offered or
sold, resold, taken up, transferred, delivered or distributed,
directly or indirectly, into or within any of the Restricted
Jurisdictions except pursuant to an applicable exemption from such
Restricted Jurisdiction's registration or qualification
requirements.
Subject to certain exceptions in compliance with the Securities
Act and the rules promulgated thereunder or any applicable laws in
the Restricted Jurisdictions, this announcement will not be
published, released, or distributed, directly or indirectly; and
must not be sent, in whole or in part: (i) in or into any
Restricted Jurisdictions; (ii) to any person within the United
States; or (iii) to any person in any jurisdiction where to do so
might constitute a violation of local securities laws or
regulation.
The New Ordinary Shares have not been and will not be registered
under the Securities Act or under any securities laws of any state
or other jurisdiction of the United States. The New Ordinary Shares
may not be offered, sold, taken up, exercised, resold, transferred
or delivered, directly or indirectly to or within the United States
or to any person within the United States, except pursuant to an
applicable exemption from, or a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States.
There will be no public offer in the United States.
The New Ordinary Shares have not been approved or disapproved by
the United States' Securities and Exchange Commission, any state
securities commission in the United States or any other US
regulatory authority, nor have any of the foregoing authorities
passed upon or endorsed the merits of the offering of the New
Ordinary Shares or the accuracy or adequacy of this announcement.
Any representation to the contrary is a criminal offence in the
United States.
No action has been taken by the Company or Singer Capital
Markets that would permit an offer of the New Ordinary Shares or
possession or distribution of this announcement or any other
offering or publicity material in any jurisdiction where action for
that purpose is required, other than the United Kingdom. Neither of
the Company, Singer Capital Markets or any of their respective
affiliates, directors, officers, employees or advisers is making
any representation to any offeree, purchaser or acquirer of New
Ordinary Shares regarding the legality of an investment in the New
Ordinary Shares by such offeree, purchaser or acquirer under the
laws applicable to such offeree, purchaser or acquirer. This
Announcement does not constitute an offer to sell the New Ordinary
Shares to any person in any jurisdiction. The Company reserves the
right, in its sole and absolute discretion, to reject any
subscription or purchase of the New Ordinary Shares that the
Company or its representatives believe may give rise to a breach or
violation of any law, rule or regulation.
Forward-looking statements
This Announcement contains statements about Abingdon Health plc
that are or may be deemed to be "forward-looking statements".
All statements, other than statements of historical facts,
included in this Announcement may be forward-looking statements.
Without limitation, any statements preceded or followed by, or that
include, the words 'targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "should", "anticipates",
"estimates", "projects", or words or terms of similar substance or
the negative thereof, are forward-looking statements.
Forward-looking statements include, without limitation, statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects and (ii) business and management strategies and
the expansion and growth of the operations of Abingdon Health
plc.
These forward-looking statements are not guarantees of future
performance. These forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which
each will operate in the future. Investors should not place undue
reliance on such forward-looking statements and, save as is
required by law or regulation (including to meet the requirements
of the AIM Rules, the City Code, the Prospectus Regulation Rules
and/or FSMA), Abingdon Health plc does not undertake any obligation
to update publicly or revise any forward-looking statements
(including to reflect any change in expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statement is based). All subsequent oral or written
forward-looking statements attributed to Abingdon Health plc or any
persons acting on their behalf are expressly qualified in their
entirety by the cautionary statement above. All forward-looking
statements contained in this Announcement are based on information
available to the Directors of Abingdon Health plc at the date of
this document, unless some other time is specified in relation to
them, and the posting or receipt of this document shall not give
rise to any implication that there has been no change in the facts
set forth herein since such date.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the UK MiFIR Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined
that the Placing Shares are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in paragraphs 3.5 and 3.6 of the Conduct of Business Sourcebook
published by the FCA ("COBS"); and (ii) eligible for distribution
through all permitted distribution channels (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Singer Capital Markets 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 Chapters 9A or 10A respectively of COBS; or (b)
a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect
to the Placing Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution
channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "EU Target Market Assessment"). Notwithstanding the
EU Target Market Assessment, distributors should note that: the
price of the Placing Shares may decline and investors could lose
all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in
the Placing Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The EU Target Market Assessment
is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the EU Target Market
Assessment, Singer Capital Markets will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the EU Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing.
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires
"GBP", "GBP", "pounds", "pound sterling" or "sterling", are to the lawful currency of the UK
"p", "penny" or "pence"
Admission admission of New Ordinary Shares to trading on
AIM becoming effective in accordance with Rule
6 of the AIM Rules;
AIM AIM, a market operated by the London Stock Exchange;
AIM Rules the AIM Rules for Companies published by the London
Stock Exchange from time to time;
Announcement this Announcement, including the appendices and
the terms and conditions of the Placing set out
in Appendix I;
Application Form the personalised application form which will accompany
the Circular (where appropriate) pursuant to which
Qualifying Non-CREST Shareholders (other than
certain Overseas Shareholders) may apply to subscribe
for Open Offer Shares under the Open Offer;
Articles of Association or Articles the articles of association of the Company (as
may be amended, replaced or superseded from time
to time);
Bookbuild the accelerated bookbuilding process to be conducted
by SCM to arrange participation by Placees in
the Placing;
certificated or in certificated form not in uncertificated form (that is, not in CREST);
Circular the circular of the Company giving (amongst other
things) details of the Fundraising and incorporating
the Notice of General Meeting, to be published
and posted on or around 2 December 2021;
City Code The City Code on Takeovers and Mergers;
Company or Abingdon Health Abingdon Health plc;
CREST or CREST System the relevant system (as defined in the CREST Regulations)
in respect of which Euroclear is the operator
(as defined in those regulations)
CREST Member a person who has been admitted to Euroclear as
a systemmember (as defined in the CREST Regulations);
CREST Participant a person who is, in relation to CREST, a
system-participant
(as defined in the CREST Regulations);
CREST Regulations the relevant system (as defined in the CREST Regulations)
in respect of which Euroclear is the operator
(as defined in those regulations);
DHSC the UK Department of Health and Social Care;
Directors or Board the directors of the Company for the time being,
together being the board of directors;
EEA European Economic Area;
Euroclear Euroclear UK & Ireland Limited, the operator of
CREST;
EU Prospectus Regulation Regulation (EU) 2017/1129;
EUWA the European Union (Withdrawal) Act 2018;
Excess Application Facility the arrangement pursuant to which Qualifying Shareholders
may apply for any number of Open Offer Shares
in excess of their Open Offer Entitlement provided
that they have agreed to take up their Open Offer
Entitlement in full in accordance with the terms
and conditions of the Open Offer;
Excess CREST Open Offer Entitlement in respect of each Qualifying CREST Shareholder,
an entitlement (in addition to their Open Offer
Entitlement) to apply for Open Offer Shares pursuant
to the Excess Application Facility, which is conditional
on them taking up their Open Offer Entitlement
in full and which may be subject to scaling back
in accordance with the provisions of this document;
Excess Open Offer Entitlement an entitlement for each Qualifying Shareholder
to apply to subscribe for Open Offer Shares in
addition to his Open Offer Entitlement pursuant
to the Excess Application Facility which is conditional
on him taking up his Open Offer Entitlement in
full and which may be subject to scaling back
in accordance with the provisions of this document;
Excess Shares Open Offer Shares applied for by Qualifying Shareholders
under the Excess Application Facility;
Ex-entitlement Date the date on which the Existing Ordinary Shares
are marked "ex" for entitlement under the Open
Offer, being 2 December 2021
Existing Ordinary Shares the 95,699,114 Ordinary Shares in issue as at
the date of this document, all of which are admitted
to trading on AIM;
FCA the UK Financial Conduct Authority;
First Admission the admission of the First Placing Shares to trading
on AIM becoming effective in accordance with Rule
6 of the AIM Rules;
First Placing the Placing of the First Placing Shares
First Placing Shares 4,784,955 new Ordinary Shares which are to be
issued under the First Placing;
Form of Proxy the form of proxy for use in connection with the
General Meeting and which will accompany the Circular;
FSMA the Financial Services and Markets Act 2000;
Fundraising together, the Placing, the Subscription, the PrimaryBid
Offer and the Open Offer
General Meeting the general meeting of the Company to be held
at the offices of the Company, being York Biotech
Campus, Sand Hutton, York, YO41 1LZ at 10:30 a.m.
on 20 December 2021, or any adjournment thereof,
notice of which will be set out at the end of
the Circular;
Group the Company, its subsidiaries and its subsidiary
undertakings;
Issue Price 25.0 pence per New Ordinary Share;
Latest Practicable Date close of business (5.00 p.m. London time) on 30
November 2021, being the latest practicable date
prior to the date of this Announcement;
London Stock Exchange London Stock Exchange plc;
Long Stop Date 10 January 2022;
MAR Regulation 596/2014 of the European Parliament
and of the Council on market abuse as applied
in the United Kingdom pursuant to EUWA;
MHRA Medicines and Healthcare products Regulatory Agency;
New Ordinary Shares the new Ordinary Shares expected to be issued
pursuant to the Fundraising, comprising the Placing
Shares, the Subscription Shares, the Open Offer
Shares and the PrimaryBid Shares;
Nominated Adviser Singer Capital Markets Advisory LLP, the Company's
nominated adviser
Notice of General Meeting the notice of the General Meeting to be set out
at the end of the Circular;
Open Offer the conditional invitation by the Company to Qualifying
Shareholders to apply to subscribe for the Open
Offer Shares at the Issue Price on the terms and
subject to the conditions to be set out in the
Circular and, in the case of Qualifying Non-CREST
Shareholders, in the Application Formwhich will
accompany the Circular
Open Offer Entitlement the individual entitlements of Qualifying Shareholders
to subscribe for Open Offer Shares allocated to
Qualifying Shareholders pursuant to the Open Offer;
Open Offer Shares up to 4,000,000 new Ordinary Shares to be issued
by the Company to Qualifying Shareholders pursuant
to the Open Offer;
Ordinary Shares ordinary shares of 0.025p each in the capital
of the Company;
Overseas Shareholders Shareholders with a registered address outside
the United Kingdom;
Panel The UK Panel on Takeovers and Mergers;
Participant ID the identification code or membership number used
in CREST to identify a particular CREST Member
or other CREST Participant;
Participating Directors those Directors who are participating in the Placing,
being Christopher Hand and Chris Yates;
Placees those subscribers participating in the Placing;
Placing together, the First Placing and the Second Placing;
Placing Agreement the agreement dated 1 December 2021 and made between
Singer Capital Markets and the Company in relation
to the Placing;
Placing Documents this Announcement and the announcement of the
results of the Placing;
Placing Shares together, the First Placing Shares and the Second
Placing Shares;
PrimaryBid the website operated by PrimaryBid Limited and
known as PrimaryBid.com which will host the PrimaryBid
Offer;
PrimaryBid Offer the offer made by the Company on the PrimaryBid
platform of the PrimaryBid Shares at the Issue
Price;
PrimaryBid Shares up to 2,000,000 new Ordinary Shares to be allotted
and issued pursuant to the PrimaryBid Offer conditional,
inter alia , on the passing of the Resolutions
at the General Meeting;
Publicly Available Information any information publicly announced through a Regulatory
Information Service by or on behalf of the Company
on or prior to the date of this Announcement;
Qualifying CREST Shareholders Qualifying Shareholders holding Existing Ordinary
Shares in uncertificated form;
Qualifying Non-CREST Shareholders Qualifying Shareholders holding Existing Ordinary
Shares in certificated form;
Qualifying Shareholders Shareholders on the register of members of the
Company on the Record Date with the exclusion
(subject to exemptions) of persons with a registered
address or located or resident in a Restricted
Jurisdiction;
Record Date 30 November 2021;
Receiving Agent or Registrar Link Group, a trading name of Link Market Services
Limited
Regulatory Information Service or RIS a service approved by the FCA for the distribution
to the public of regulatory announcements and
included within the list maintained on the FCA's
website
Resolutions the resolutions set out in the Notice of the General
Meeting;
Restricted Jurisdiction the United States, Canada, Australia, the Republic
of South Africa, New Zealand, Japan or any other
jurisdiction where to do so would constitute a
breach of local securities laws or regulations;
SCM or Singer Capital Markets Singer Capital Markets Securities Limited;
SDRT Stamp Duty Reserve Tax;
Second Admission the admission of the Second Admission Shares to
trading on AIM becoming effective in accordance
with Rule 6 of the AIM Rules
Second Admission Shares the Second Placing Shares, the Subscription Shares,
the Open Offer Shares and the PrimaryBid Shares;
Second Placing the Placing of the Second Placing Shares
Second Placing Shares no less than 10,015,045 new Ordinary Shares to
be issued by the Company to Placees in connection
with the Second Placing;
Securities Act the US Securities Act of 1933, as amended from
time to time and the rules and regulations promulgated
thereunder;
Shareholder a holder of Ordinary Shares;
Subscription the take-up of Subscription Shares by a Shareholder
Subscription Shares means 1,200,000 new Ordinary Shares to be issued
by the Company to one of its Shareholders in connection
with the Subscription
subsidiary or subsidiary undertaking have the meanings given to such terms in the Companies
Act 2006;
uncertificated or in uncertificated form in respect of a share or other security, where
that share or other security is recorded on the
relevant register of the share or security concerned
as being held in uncertificated form in CREST
and title to which may be transferred by means
of CREST;
UK or United Kingdom the United Kingdom of Great Britain and Northern
Ireland;
United States or United States of America the United States of America, its territories
and possessions, any state of the United States
of America, the District of Columbia and all other
areas subject to its jurisdiction and any political
sub-division thereof;and
US dollar or $ the lawful currency of the United States.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIXES) AND THE TERMS
AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA")
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU)
2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN THE UNITED
KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE EU
PROSPECTUS REGULATION AS IT FORMS PART OF UNITED KINGDOM DOMESTIC
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE
"EUWA") (THE "UK PROSPECTUS REGULATION"); WHO (A) FALL WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT
PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER;
AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO
COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
NEITHER THIS ANNOUNCEMENT NOR THE INFORMATION IN IT MUST BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT
IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR
SUBSCRIPTION OR A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE OF ANY
SECURITIES IN THE COMPANY IN THE UNITED STATES OR ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "US SECURITIES
ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
JURISDICTION OF THE UNITED STATES OR UNDER ANY SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE
OFFERED, SOLD, RESOLD, PLEDGED, TRANSFERRED OR DELIVERED, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, IN EACH CASE,
AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING
OFFERED AND SOLD ONLY (I) OUTSIDE OF THE UNITED STATES IN
ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES ACT AND
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS AND; (II) IN THE
UNITED STATES TO A LIMITED NUMBER OF "QUALIFIED INSTITUTIONAL
BUYERS" AS DEFINED IN RULE 144A UNDER THE US SECURITIES ACT; OR
(III) OTHERWISE PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE US SECURITIES ACT. ANY OFFER OR SALE OF PLACING
SHARES IN THE UNITED STATES WILL BE MADE ONLY BY BROKER-DEALERS WHO
ARE REGISTERED AS SUCH UNDER THE U.S. EXCHANGE ACT OF 1934, AS
AMED. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED
HEREIN IN THE UNITED STATES. THIS ANNOUNCEMENT AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
(THE "RESTRICTED JURISDICTIONS"). NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE WHERE SUCH OFFERING WOULD BE UNLAWFUL.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING
SHARES.
All offers of the Placing Shares in the United Kingdom or the
EEA will be made pursuant to an exemption from the requirement to
produce a prospectus under the UK Prospectus Regulation or the EU
Prospectus Regulation, as appropriate. In the United Kingdom, this
Announcement is being directed solely at persons in circumstances
in which section 21(1) of the Financial Services and Markets Act
2000 (as amended) (the "FSMA") does not require the approval of the
relevant communication by an authorised person.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, 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 Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the EEA.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular,
any Placee should read and understand the information provided in
the "Important Notice" section of this Announcement.
By participating in the Bookbuild and the Placing, each Placee
will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR
THE PLACING SHARES.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the UK Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
UK Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in the United Kingdom other
than Qualified Investors or in circumstances in which the prior
consent of SCM has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the UK
Prospectus Regulation as having been made to such persons;
3. in the case of a Relevant Person in a member state of the EEA
(each a "Relevant State") who acquires any Placing Shares pursuant
to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the EU Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
EU Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in a Relevant State other than
Qualified Investors or in circumstances in which the prior consent
of SCM has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in a Relevant State other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the EU
Prospectus Regulation as having been made to such persons;
4. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained herein;
5. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Announcement;
and
6. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 4 above) is outside the United
States acquiring the Placing Shares in offshore transactions as
defined in and in accordance with Regulation S under the Securities
Act; and
7. the Company and SCM will rely upon the truth and accuracy of
the foregoing representations, warranties, acknowledgements and
agreements.
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the
Placing or the Placing Shares and Placees' commitments will be made
solely on the basis of their own assessment of the Company, the
Placing Shares and the Placing based on the information contained
in this Announcement and the announcement of the results of the
Placing (the "Result of Placing Announcement") (together, the
"Placing Documents") and any Publicly Available Information and
subject to any further terms set forth in the trade confirmation
sent to Placees.
Each Placee, by participating in the Placing, agrees that the
content of the Placing Documents is exclusively the responsibility
of the Company and confirms that it has neither received nor relied
on any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of SCM
or the Company or any other person and none of SCM, the Company nor
any other person acting on such person's behalf nor any of their
respective affiliates has or shall have any responsibility or
liability for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement (regardless of whether or not such information,
representation, warranty or statement was given or made by or on
behalf of any such persons). 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. No Placee should consider any
information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own attorney, tax advisor
and business advisor for legal, tax and business advice regarding
an investment in the Placing Shares. Nothing in this paragraph
shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
SCM is acting as sole bookrunner in connection with the Placing
and has entered into the Placing Agreement with the Company under
which, on the terms and subject to the conditions set out in the
Placing Agreement, SCM, as agent for and on behalf of the Company,
has agreed to use its reasonable endeavours to procure placees for
the Placing Shares. Neither the Placing, the Subscription, the Open
Offer, nor the PrimaryBid Offer is being underwritten by SCM or any
other person.
The price per Ordinary Share at which the Placing Shares are to
be placed is the Issue Price. The timing of the closing of the book
and allocations are at the discretion of the Company and SCM.
The Placing Shares will be made up of a number of new Ordinary
Shares issued and allotted by the Company. Accordingly, by
participating in the Placing, Placees agree to subscribe for
Placing Shares.
The Placing Shares have been or will be duly authorised and
will, when issued, be credited as fully paid up and will be issued
subject to the Articles and 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 on or in
respect of the Ordinary Shares after the date of issue of the
Placing Shares, and will on issue be free of all pre-emption
rights, claims, liens, charges, encumbrances and equities.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the First Placing Shares and the Second Placing Shares
to trading on AIM.
It is expected that First Admission will occur at 8.00 a.m. on 3
December 2021 (or such later time or date as SCM may agree with the
Company, being no later than 8.00 a.m. on the Long Stop Date) and
that dealings in the First Placing Shares will commence at that
time.
It is expected that Second Admission will occur at 8.00 a.m. on
21 December 2021 (or such later time or date as SCM may agree with
the Company, being no later than 8.00 a.m. on the Long Stop Date)
and that dealings in the Second Placing Shares will commence at
that time.
Bookbuild
SCM will today commence the accelerated bookbuilding process to
determine demand for participation in the Placing by Placees (the
"Bookbuild"). This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
No commissions will be paid to Placees or by Placees in respect of
any Placing Shares.
SCM and the Company shall be entitled to effect the Placing by
such alternative method to the Bookbuild as they may, in their sole
discretion, determine.
Participation in, and principal terms of, the Placing
1. SCM is acting as sole bookrunner to the Placing, as agent for
and on behalf of the Company, on the terms and subject to the
conditions of the Placing Agreement.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
SCM. SCM may itself agree to be a Placee in respect of all or some
of the Placing Shares or may nominate any member of its group to do
so.
3. Following a successful completion of the Bookbuild, the
Company will confirm the closing of the Placing via the Result of
Placing Announcement.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid orally by telephone or in writing to their
usual sales contact at SCM. Each bid should state the number of
Placing Shares which the prospective Placee wishes to subscribe for
at the fixed Issue Price. Bids may be scaled down by SCM on the
basis referred to in paragraph 6 below. SCM reserves the right not
to accept bids or to accept bids in part rather than in whole. The
acceptance of the bids shall be at SCM's absolute discretion,
subject to agreement with the Company.
5. The Bookbuild is expected to close no later than 4.30 p.m. on
1 December 2021 but may be closed earlier or later at the
discretion of SCM. SCM may, in agreement with the Company, accept
bids that are received after the Bookbuild has closed. The Company
reserves the right (upon the prior agreement of SCM) to vary the
number of shares to be issued pursuant to the Placing, in its
absolute discretion.
6. Allocations of the Placing Shares will be determined by SCM
after consultation with the Company (and in accordance with SCM's
allocation policy as has been supplied by SCM to the Company in
advance of such consultation). Allocations will be confirmed orally
by SCM and a trade confirmation will be despatched as soon as
possible thereafter. SCM's oral confirmation to such Placee
constitutes an irrevocable legally binding commitment upon such
person (who will at that point become a Placee), in favour of SCM
and the Company, to subscribe for the number of Placing Shares
allocated to it and to pay the Issue Price in respect of each such
share on the terms and conditions set out in this Appendix and in
accordance with the Company's Articles of Association. 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 SCM's consent, such
commitment will not be capable of variation or revocation after the
time at which it is submitted.
7. Each Placee's allocation and commitment will be evidenced by
a trade confirmation issued to such Placee. The terms of this
Appendix will be deemed incorporated in that trade
confirmation.
8. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed/purchased for pursuant to the Placing will
be required to be made at the same time, on the basis explained
below under "Registration and Settlement".
9. All obligations under the Bookbuild and the Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".
10. By participating in the Placing, 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.
11. To the fullest extent permissible by law, none of SCM, the
Company nor any of their respective affiliates, agents, directors,
officers or employees shall have any responsibility or liability to
Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, none of SCM, the Company, nor
any of their respective affiliates, agents, directors, officers or
employees shall have any responsibility or liability (including to
the extent permissible by law, any fiduciary duties) in respect of
SCM's conduct of the Placing or of such alternative method of
effecting the Placing as SCM and the Company may agree.
12. 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 SCM's conduct of the Placing.
Conditions of the Placing
The Placing is conditional, amongst others, upon the Placing
Agreement becoming unconditional and not having been terminated in
accordance with its terms. SCM's obligations under the Placing
Agreement are conditional on customary conditions, including
(amongst others) (the "Conditions"):
1. insofar as the Placing relates to Second Placing Shares (but
not, for the avoidance of doubt, the First Placing Shares) the
passing of the Resolutions at the General Meeting (or any
adjournment thereof);
2. First Admission occurring no later than 8.00 a.m. on 3
December 2021 and Second Admission occurring no later than 8.00
a.m. on 21 December 2021 (or, in each case, such later time or date
as SCM may otherwise agree with the Company, being no later than
8.00 a.m. on the Long Stop Date);
3. the delivery to SCM of certificates from and signed by the
Company in terms of the warranties being provided by the Company
under the Placing Agreement ("Warranties") on the Business Day
immediately prior to the date on which First Admission and Second
Admission respectively is expected to occur (and dated as of such
dates); and
4. the Company having complied with its obligations under the
Placing Agreement which fall to be performed on or prior to First
Admission and / or Second Admission.
SCM may, at its discretion and upon such terms as it thinks fit,
waive compliance by the Company with the whole or any part of any
of its obligations in relation to the Conditions or extend the time
or date provided for fulfilment of any such Conditions in respect
of all or any part of the performance thereof, save in respect of
conditions 1 and 2 above relating to Admission taking place. Any
such extension or waiver will not affect Placees' commitments as
set out in this Appendix.
If: (i) any of the Conditions are not fulfilled or (where
permitted) waived by SCM by the relevant time or date specified (or
such later time or date as SCM may agree with the Company, being no
later than 8.00 a.m. on 10 January 2022 the Long Stop Date ); or
(ii) the Placing Agreement is terminated in the circumstances
specified below under "Right to terminate under the Placing
Agreement", the Placing will not proceed and 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 it or on its behalf (or
any person on whose behalf the Placee is acting) in respect
thereof.
Neither SCM or the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision 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 SCM.
Right to terminate under the Placing Agreement
SCM is entitled, at any time before Second Admission, to
terminate the Placing Agreement in accordance with its terms in
certain circumstances, including (amongst other things) if:
1 any of the warranties and undertakings in the Placing
Agreement were untrue or inaccurate in any respect which SCM
reasonably considers material; or
2 the Company fails to comply with its obligations under the
Placing Agreement, which SCM reasonably considers to be material in
the context of the Placing; or
3 any statement contained in the Placing Documents is or has
become untrue, inaccurate or misleading in any material respect or
any matter has arisen which would constitute a material omission
from the Placing Documents; or
4 any of the Conditions have (i) become incapable of
satisfaction or (ii) not been satisfied before the latest time
provided in the Placing Agreement and have not been waived if
capable of being waived by SCM; or
5 the occurrence of a material adverse change or certain force
majeure events including, but not limited to, an escalation of the
COVID-19 pandemic in the United Kingdom.
Upon termination, the parties to the Placing Agreement shall be
released and discharged (except for any liability arising before or
in relation to such termination) from their respective obligations
under or pursuant to the Placing Agreement, subject to certain
exceptions.
By participating in the Placing, each Placee agrees that (i) the
exercise by SCM of any right of termination or of any other
discretion under the Placing Agreement shall be within the absolute
discretion of SCM 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 or failure
to so exercise and (ii) its rights and obligations terminate only
in the circumstances described above under "Right to terminate
under the Placing Agreement" and "Conditions of the Placing", and
its participation will not be capable of rescission or termination
by it after oral confirmation by SCM of the allocation and
commitments following the close of the Bookbuild.
Restriction on Further Issue of Shares
The Company has undertaken to SCM that, between the date of the
Placing Agreement and a period of 90 days from Second Admission
(the "Restricted Period"), it will not, without the prior written
consent of SCM or otherwise in connection with the Fundraising,
offer, issue, lend, sell or contract to sell, issue options in
respect of or otherwise dispose of or announce an offering or issue
of any Ordinary Shares (or any interest therein or in respect
thereof) or any other securities exchangeable for or convertible
into, or substantially similar to, Ordinary Shares provided that
the foregoing restrictions shall not restrict the ability of the
Company or any other member of the Group during the Restricted
Period to grant options under, or the allotment and issue of shares
pursuant to options under, any employee or non- executive share or
option schemes or long term incentive plans of the Company (in
accordance with its normal practice).
By participating in the Placing, Placees agree that the exercise
by SCM of any power to grant consent to the undertaking by the
Company of a transaction which would otherwise be subject to the
restrictive provisions on further issuance under the Placing
Agreement shall be within the absolute discretion of SCM 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.
Registration and Settlement
Settlement of transactions in the First Placing Shares (ISIN:
GB00BLF79J41) following First Admission and in the Second Placing
Shares (ISIN: GB00BLF79J41) following Second Admission will take
place within the system administered by Euroclear UK & Ireland
Limited ("CREST"), subject to certain exceptions. SCM reserves the
right to require settlement for, and delivery of, the Placing
Shares (or any part thereof) to Placees by such other means that
they may deem necessary if delivery or settlement is not possible
or practicable within the CREST system or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee to be
allocated Placing Shares in the Placing will be sent a trade
confirmation stating the number of Placing Shares allocated to them
at the Issue Price, the aggregate amount owed by such Placee to SCM
and settlement instructions. Each Placee agrees that it will do all
things necessary to ensure that delivery and payment is completed
in accordance with the standing CREST or certificated settlement
instructions in respect of the Placing Shares that it has in place
with SCM.
The Company will deliver (or will procure the delivery of) the
Placing Shares to a CREST account operated by SCM as agent for the
Company and SCM will enter its delivery instruction into the CREST
system. The input to CREST by a Placee of a matching or acceptance
instruction will then allow delivery of the relevant Placing Shares
to that Placee against payment.
It is expected that settlement in respect of the First Placing
Shares will take place on 3 December 2021 on a delivery versus
payment basis.
It is expected that settlement in respect of the Second Placing
Shares will take place on 21 December 2021 on a delivery versus
payment basis.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by SCM.
Each Placee is deemed to agree that, if it does not comply with
these obligations, SCM may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for SCM's account and benefit, an amount equal to the
aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable for any shortfall
below the aggregate amount owed by it and will be required to bear
any stamp duty or stamp duty reserve tax or other taxes or duties
(together with any interest or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placing Shares
on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation. Insofar as Placing Shares are issued in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp
duty reserve tax. If there are any circumstances in which any stamp
duty or stamp duty reserve tax or other similar taxes or duties
(including any interest and penalties relating thereto) is payable
in respect of the allocation, allotment, issue, sale, transfer or
delivery of the Placing Shares (or, for the avoidance of doubt, if
any stamp duty or stamp duty reserve tax is payable in connection
with any subsequent transfer of or agreement to transfer Placing
Shares), neither SCM or the Company shall be responsible for
payment thereof.
Representations, warranties, undertakings and
acknowledgements
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with SCM (in its capacity as bookrunner and placing agent of the
Company in respect of the Placing) and the Company, in each case as
a fundamental term of their application for Placing Shares, the
following:
1. it has read and understood this Announcement in its entirety
and its subscription for Placing Shares is subject to and based
upon all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and it has not relied on, and will not rely on,
any information given or any representations, warranties or
statements made at any time by any person in connection with the
Placing, the Company, the Placing Shares or otherwise other than
the information contained in the Placing Documents and the Publicly
Available Information;
2. the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules for
Companies (the "AIM Rules") and the Market Abuse Regulation (EU
Regulation No. 596/2014) (as it forms part of United Kingdom
domestic law by virtue of the EUWA ("MAR")), which includes a
description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and
that it is able to obtain or access such information without undue
difficulty, and is able to obtain access to such information or
comparable information concerning any other publicly traded
company, without undue difficulty;
3. to be bound by the terms of the Articles;
4. the person whom it specifies for registration as holder of
the Placing Shares will be (a) itself or (b) its nominee, as the
case may be. Neither SCM nor the Company will be responsible for
any liability to stamp duty or stamp duty reserve tax or other
similar taxes or duties imposed in any jurisdiction (including
interest and penalties relating thereto) ("Indemnified Taxes").
Each Placee and any person acting on behalf of such Placee agrees
to indemnify SCM and the Company on an after-tax basis in respect
of any Indemnified Taxes;
5. neither SCM nor any of its affiliates, agents, directors, officers and employees accepts any responsibility for any acts or omissions of the Company or any of the directors of the Company or any other person in connection with the Placing;
6. time is of the essence as regards its obligations under this Appendix;
7. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to SCM;
8. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing
(including electronic copies thereof) to any person and represents
that it has not redistributed, forwarded, transferred, duplicated,
or otherwise transmitted any such documents to any person;
9. it has not received (and will not receive) a prospectus or
other offering document in connection with the Placing and
acknowledges that no prospectus or other offering document (a) is
required under the UK Prospectus Regulation or other applicable
law; and (b) has been or will be prepared in connection with the
Placing;
10. in connection with the Placing, SCM and any of its
affiliates acting as an investor for its own account may subscribe
for Placing Shares in the Company and in that capacity may retain,
purchase or sell for its own account such Placing Shares in the
Company and any securities of the Company or related investments
and may offer or sell such securities or other investments
otherwise than in connection with the Placing. Accordingly,
references in this Announcement to the Placing Shares being issued,
offered or placed should be read as including any issue, offering
or placement of such shares in the Company to SCM or any of its
affiliates acting in such capacity;
11. SCM and its affiliates may enter into financing arrangements
and swaps with investors in connection with which SCM and any of
its affiliates may from time to time acquire, hold or dispose of
such securities of the Company, including the Placing Shares;
12. SCM does not intend to disclose the extent of any investment
or transactions referred to in paragraphs 10 and 11 above otherwise
than in accordance with any legal or regulatory obligation to do
so;
13. SCM does not owe any fiduciary or other duties to any Placee
in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;
14. its participation in the Placing is on the basis that it is
not and will not be a client of SCM in connection with its
participation in the Placing and that SCM 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;
15. the content of the Placing Documents and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company (and such other persons specifically
identified as accepting responsibility to certain parts thereto)
and neither SCM nor any of its affiliates agents, directors,
officers or employees nor any person acting on behalf of any of
them is responsible for or has or shall have any responsibility or
liability for any information, representation or statement
contained in, or omission from, the Placing Documents, the Publicly
Available Information or otherwise nor will they be liable for any
Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in the
Placing Documents, the Publicly Available Information or otherwise,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by such
person;
16. the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to subscribe for
Placing Shares is contained in the Placing Documents or any
Publicly Available Information (save that in the case of Publicly
Available Information, a Placee's right to rely on that information
is limited to the right that such Placee would have as a matter of
law in the absence of this paragraph 16), such information being
all that such Placee deems necessary or appropriate and sufficient
to make an investment decision in respect of the Placing
Shares;
17. it has neither received nor relied on any other information
given, or representations, warranties or statements, express or
implied, made, by SCM nor the Company nor any of their respective
affiliates, agents, directors, officers or employees acting on
behalf of any of them (including in any management presentation
delivered in respect of the Bookbuild) with respect to the Company,
the Placing or the Placing Shares or the accuracy, completeness or
adequacy of any information contained in the Placing Documents, or
the Publicly Available Information or otherwise;
18. neither SCM or the Company nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has provided, nor will provide, it
with any material or information regarding the Placing Shares or
the Company or any other person other than the information in the
Placing Documents or the Publicly Available Information; nor has it
requested any of SCM or the Company or any of their respective
affiliates or any person acting on behalf of any of them to provide
it with any such material or information;
19. neither SCM or the Company will be liable for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement, provided that
nothing in this paragraph excludes the liability of any person for
fraudulent misrepresentation made by that person;
20. it may not rely, and has not relied, on any investigation
that SCM, any of its affiliates or any person acting on its behalf,
may have conducted with respect to the Placing Shares, the terms of
the Placing or the Company, and none of such persons has made any
representation, express or implied, with respect to the Company,
the Placing, the Placing Shares or the accuracy, completeness or
adequacy of the information in the Placing Documents, the Publicly
Available Information or any other information;
21. in making any decision to subscribe for Placing Shares it:
(a) has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of
subscribing for the Placing Shares;
(b) will not look to SCM for all or part of any such loss it may suffer;
(c) is experienced in investing in securities of this nature in
this sector and is aware that it may be required to bear, and is
able to bear, the economic risk of an investment in the Placing
Shares;
(d) is able to sustain a complete loss of an investment in the Placing Shares;
(e) has no need for liquidity with respect to its investment in the Placing Shares;
(f) has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the Placing Shares;
and
(g) has conducted its own due diligence, examination,
investigation and assessment of the Company and Group, the Placing
Shares and the terms of the Placing and has satisfied itself that
the information resulting from such investigation is still current
and relied on that investigation for the purposes of its decision
to participate in the Placing;
22. it is subscribing for the Placing Shares for its own account
or for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make
the acknowledgements, representations and agreements contained in
this Appendix;
23. it is acting as principal only in respect of the Placing or,
if it is acting for any other person, it is:
(a) duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of
each such person; and
(b) will remain liable to the Company and/or SCM for the
performance of all its obligations as a Placee in respect of the
Placing (regardless of the fact that it is acting for another
person);
24. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws and regulations of
all relevant jurisdictions that apply to it and that it has fully
observed such laws and regulations, has capacity and authority and
is entitled to enter into and perform its obligations as a
subscriber of Placing Shares and will honour such obligations, and
has obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities 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 Appendix) and will honour such obligations and that it
has not taken any action or omitted to take any action which will
or may result in SCM or the Company or any of their respective
directors, officers, agents, employees or advisers acting in breach
of the legal or regulatory requirements of any jurisdiction in
connection with the Placing;
25. where it is subscribing for Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account to subscribe for the Placing Shares for each managed
account;
26. it irrevocably appoints any duly authorised officer of SCM
as its agent for the purpose of executing and delivering to the
Company and/or its registrars any documents on its behalf necessary
to enable it to be registered as the holder of any of the Placing
Shares for which it agrees to subscribe for upon the terms of this
Appendix;
27. the Placing Shares have not been and will not be registered
or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or
legislation of the Restricted Jurisdictions, or any state,
province, territory or jurisdiction thereof;
28. the Placing Shares may not be offered, sold, or delivered,
directly or indirectly, in or into the Restricted Jurisdictions or
any jurisdiction (subject to certain exceptions) in which it would
be unlawful to do so and no action has been or will be taken by any
of the Company or SCM or any person acting on behalf of the Company
or SCM that would, or is intended to, permit a public offer of the
Placing Shares in the Restricted Jurisdictions or any country or
jurisdiction, or any state, province, territory or jurisdiction
thereof, where any such action for that purpose is required;
29. no action has been or will be taken by any of the Company or
SCM or any person acting on behalf of the Company or SCM that
would, or is intended to, permit a public offer of the Placing
Shares in the United States or in any country or jurisdiction where
any such action for that purpose is required;
30. unless otherwise specifically agreed with SCM, it is not and
at the time the Placing Shares are subscribed for, neither it nor
the beneficial owner of the Placing Shares will be, a resident of,
nor have an address in, Australia, New Zealand, Japan, the Republic
of South Africa or any province or territory of Canada;
31. it may be asked to disclose in writing or orally to SCM:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
32. it is and the prospective beneficial owner of the Placing
Shares is, and at the time the Placing Shares are subscribed for
will be outside the United States and is acquiring the Placing
Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S under the US Securities Act;
33. it has not been offered to purchase or subscribe for Placing
Shares by means of any "directed selling efforts" as defined in
Regulation S under the US Securities Act or by means of any
"general solicitation" or "general advertising" within the meaning
of Regulation D under the US Securities Act;
34. it understands that the Placing Shares have not been, and
will not be, registered under the US Securities Act and may not be
offered, sold or resold, pledged or delivered in or into or from
the United States except pursuant to (i) an effective registration
statement under the US Securities Act; or (ii) pursuant to an
exemption from the registration requirements of the US Securities
Act and, in each case, in accordance with applicable United States
state securities laws and regulations;
35. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the US Securities
Act;
36. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
37. it understands that there may be certain consequences under
United States and other tax laws resulting from an investment in
the Placing and it has made such investigation and has consulted
its own independent advisers or otherwise has satisfied itself
concerning, without limitation, the effects of United States
federal, state and local income tax laws and foreign tax laws
generally;
38. it understands that the Company has not undertaken to
determine whether it will be treated as a passive foreign
investment company ("PFIC") for US federal income tax purposes for
the current year, or whether it is likely to be so treated for
future years and neither the Company nor SCM make any
representation or warranty with respect to the same. Accordingly,
neither the Company nor SCM can provide any advice to United States
investors as to whether the Company is or is not a PFIC for the
current tax year, or whether it will be in future tax years.
Accordingly, neither the Company nor SCM undertakes to provide to
United States investors or shareholders any information necessary
or desirable to facilitate their filing of annual information
returns, and United States investors and shareholders should not
assume that this information will be made available to them;
39. if it is within the United Kingdom, it is a Qualified
Investor as defined in Article 2(e) of the UK Prospectus Regulation
and if it is within a Relevant State, it is a Qualified Investor as
defined in Article 2(e) of the EU Prospectus Regulation;
40. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA except to Qualified Investors
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;
41. if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation, the Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in the United
Kingdom other than Qualified Investors, or in circumstances in
which the express prior written consent of SCM has been given to
each proposed offer or resale;
42. if in the United Kingdom, that it is a person (i) having
professional experience in matters relating to investments who
falls within the definition of "investment professionals" in
Article 19(5) of the Order, or (ii) who falls within Article 49(2)
(a) to (d) ("High Net Worth Companies, Unincorporated Associations,
etc") of the Order, or (iii) to whom it may otherwise lawfully be
communicated;
43. if in the United Kingdom, unless otherwise agreed by SCM, it
is a "professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA Handbook Conduct of Business
Sourcebook ("COBS") and it is purchasing Placing Shares for
investment only and not with a view to resale or distribution;
44. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
the Financial Services and Markets Act 2000, as amended
("FSMA");
45. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that the Placing Documents have not and will not have been
approved by SCM in its capacity as an authorised person under
section 21 of the FSMA and it may not therefore be subject to the
controls which would apply if it was made or approved as a
financial promotion by an authorised person;
46. it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all applicable provisions in FSMA and
MAR) in respect of anything done in, from or otherwise involving,
the United Kingdom);
47. if it is a pension fund or investment company, its
subscription for/purchase of Placing Shares is in full compliance
with applicable laws and regulations;
48. it has complied with its obligations under the Criminal
Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism
Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 and any
related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money
Laundering Sourcebook of the FCA and, if making payment on behalf
of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations;
49. in order to ensure compliance with the Regulations, SCM (for
itself and as agent on behalf of the Company) or the Company's
registrars may, in their absolute discretion, require verification
of its identity. Pending the provision to SCM or the Company's
registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at
SCM's absolute discretion or, where appropriate, delivery of the
Placing Shares to it in uncertificated form may be delayed at SCM's
or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for
verification of identify SCM (for itself and as agent on behalf of
the Company) or the Company's registrars have not received evidence
satisfactory to them, either SCM and/or the Company may, at its
absolute discretion, terminate its commitment in respect of the
Placing, in which event the monies payable on acceptance of
allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally
debited;
50. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
51. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares for which it has agreed to
subscribe and acknowledges and agrees that it will make payment in
respect of the Placing Shares allocated to it in accordance with
this Appendix on the due time and date set out herein, failing
which the relevant Placing Shares may be placed with other
subscribers or sold as SCM may in its sole discretion determine and
without liability to such Placee, who will remain liable for any
amount by which the net proceeds of such sale falls short of the
product of the relevant Issue Price and the number of Placing
Shares allocated to it and will be required to bear any stamp duty,
stamp duty reserve tax or other taxes or duties (together with any
interest, fines or penalties) imposed in any jurisdiction which may
arise upon the sale of such Placee's Placing Shares;
52. any money held in an account with SCM on behalf of the
Placee and/or any person acting on behalf of the Placee and/or any
person acting on behalf of the Placee will not be treated as client
money within the meaning of the relevant rules and regulations of
the FCA made under the FSMA. Each Placee acknowledges that the
money will not be subject to the protections conferred by the
client money rules: as a consequence this money will not be
segregated from SCM's money in accordance with the client money
rules and will be held by it under a banking relationship and not
as trustee;
53. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that SCM or the Company may call
upon it to subscribe for a lower number of Placing Shares (if any),
but in no event in aggregate more than the aforementioned
maximum;
54. neither SCM nor any of its affiliates, nor any person acting
on behalf 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 SCM is not acting for it or its
clients, and that SCM will not be responsible for providing the
protections afforded to customers of SCM or for providing advice in
respect of the transactions described in this Announcement;
55. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the trade
confirmation, contract note or other (oral or written) confirmation
will continue notwithstanding any amendment that may in future be
made to the terms and conditions of the Placing and that Placees
will have no right to be consulted or require that their consent be
obtained with respect to the Company's or SCM's conduct of the
Placing;
56. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities in advance of the
Placing, it confirms that it has received such information within
the market soundings regime provided for in article 11 of MAR and
associated delegated regulations and it has not:
(a) used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or
any such financial instruments;
(b) used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the
Company or financial instruments related thereto or to cancel or
amend an order concerning the Company's securities or such
financial instruments; or
(c) disclosed such information to any person, prior to the
information being made publicly available;
57. the rights and remedies of the Company and SCM under the
terms and conditions in this Appendix are in addition to any rights
and remedies which would otherwise be available to each of them and
the exercise or partial exercise of one will not prevent the
exercise of others; and
58. these terms and conditions of the Placing and any agreements
entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out
of or in connection with them, shall be governed by and construed
in accordance with the laws of England and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract
(including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or
other obligation arising out of or in connection with 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 either the Company
or SCM 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.
The foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings are given for the
benefit of the Company as well SCM and are irrevocable. SCM, the
and the Company and their respective affiliates and others will
rely upon the truth and accuracy of the foregoing representations,
warranties, confirmations, acknowledgements, agreements and
undertakings.
Each prospective Placee, and any person acting on behalf of such
Placee, irrevocably authorises the Company and SCM to produce this
Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
set forth herein.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify on an after tax
basis and hold the Company, SCM and their respective affiliates,
agents, directors, officers and employees harmless from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such
Placee's behalf) in this Appendix or incurred by SCM, the Company
or any of their respective affiliates, agents, directors, officers
or employees arising from the performance of the Placees'
obligations as set out in this Announcement, and further agrees
that the provisions of this Appendix shall survive after completion
of the Placing.
No statement in the Placing Documents is intended to be a profit
forecast or estimate, and no statement in the Placing Documents
should be interpreted to mean that earnings per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings per share of the
Company. The price of shares and any income expected from them may
go down as well as up and investors may not get back the full
amount invested upon disposal of the shares. Past performance is no
guide to future performance, and persons needing advice should
consult an independent financial adviser.
The Placing Shares will not be admitted to trading on any stock
exchange other than AIM, a market operated by the London Stock
Exchange plc.
Singer Capital Markets Securities Limited is authorised and
regulated by the Financial Conduct Authority (the "FCA") in the
United Kingdom and is acting as sole bookrunner exclusively for the
Company and no one else in connection with the Placing and will not
be responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Placing or any other
matters referred to in this Announcement.
Taxation
The agreement to allot and issue certain of the Placing Shares
by the Company to Placees (and/or to persons for whom such Placee
is contracting as agent) free of stamp duty and stamp duty reserve
tax relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, direct from the Company
for the Placing Shares in question.
There should be no liability to stamp duty or SDRT arising on
the allotment of the Placing Shares by the Company. The
registration of and the issue of definitive share certificates to
Ordinary Shareholders should not give rise to any liability to
stamp duty or SDRT.
In addition, neither UK stamp duty nor SDRT should arise on the
transfers/sale of Ordinary Shares on AIM (including instruments
transferring Shares and agreements to transfer Ordinary
Shares).
Such agreement also assumes that the Placing Shares are not
being acquired in connection with arrangements to issue depositary
receipts or to issue or transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes or
duties may be payable, for which neither the Company nor SCM will
be responsible and the Placees shall indemnify the Company and SCM
on an after-tax basis for any stamp duty or stamp duty reserve tax
or other similar taxes or duties (together with interest, fines and
penalties) in any jurisdiction paid by the Company or SCM in
respect of any such arrangements or dealings. If this is the case,
each Placee should seek its own advice and notify SCM accordingly.
Placees are advised to consult with their own advisers regarding
the tax aspects of the subscription for Placing Shares.
The Company and SCM are not liable to bear any taxes that arise
on a sale of Placing Shares subsequent to their acquisition by
Placees, including any taxes arising otherwise than under the laws
of any country in the EEA. Each prospective Placee should,
therefore, take its own advice as to whether any such tax liability
arises and notify SCM and the Company accordingly. Furthermore,
each prospective Placee agrees to indemnify on an after-tax basis
and hold SCM and/or the Company and their respective affiliates
harmless from any and all interest, fines or penalties in relation
to stamp duty, stamp duty reserve tax and all other similar duties
or taxes in any jurisdiction to the extent that such interest,
fines or penalties arise from the unreasonable default or delay of
that Placee or its agent.
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, whether
inside or outside the UK, by them or any other person on the
subscription, acquisition, transfer or sale by them of any Placing
Shares or the agreement by them to subscribe for, acquire, transfer
or sell any Placing Shares.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
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Policy.
END
IOEBMBJTMTBJTRB
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