TIDMAGL
RNS Number : 3207D
Angle PLC
25 June 2019
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND
IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE
REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED
JURISDICTION"). THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR
SALE IN THE UNITED STATES. THE SECURITIES DISCUSSED HEREIN HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF
1933, AS AMED (THE "US SECURITIES ACT") AND MAY NOT BE OFFERED OR
SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM
REGISTRATION UNDER THE US SECURITIES ACT. NO PUBLIC OFFERING OF THE
SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND
THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF
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THE REPUBLIC OF SOUTH AFRICA OR THE REPUBLIC OF IRELAND.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY
AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION
TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN ANGLE PLC IN
ANY JURISDICTION IN WHICH ANY SUCH, OFFER OR SOLICITATION WOULD BE
UNLAWFUL.
25 June 2019
ANGLE plc
("ANGLE" or the "Company")
Accelerated bookbuild to raise gross proceeds of GBP18.0
million
ANGLE plc (AIM:AGL OTCQX:ANPCY), a world-leading liquid biopsy
company, today announces a conditional Placing to raise gross
proceeds of GBP18.0 million at 61.5 pence (the "Issue Price") per
New Ordinary Share (the "Placing"), through finnCap and WG
Partners, acting as joint brokers to the Company alongside Beech
Hill Securities ("Beech Hill") who are acting as US broker to the
Company.
ANGLE Founder and Chief Executive, Andrew Newland,
commented:
"We are grateful for the strong support of existing and new
shareholders as we build our business to address the global liquid
biopsy market. As well as strengthening the Company's balance sheet
in preparation for negotiating corporate partnerships, the proceeds
from the Placing will allow us to establish a clinically approved
service laboratory to drive business from pharmaceutical drug
trials and accelerate use of the Parsortix system for treating
patients."
Placing highlights:
-- Placing to raise gross proceeds of GBP18.0 million at a price
of 61.5 pence per New Ordinary Share
-- The Placing consists of 29,268,294 New Ordinary Shares ("Placing Shares")
-- The Placing is being conducted through an accelerated book
build process, which will open with immediate effect following this
Announcement
-- Proceeds of Placing are to be used as follows:
- GBP2 million to enable key product development including
enhancements to the Parsortix system, development of a proprietary
Parsortix harvest chip and a sample-to-answer imaging solution
inter alia to progress the Abbott partnership;
- GBP2 million to establish a service laboratory to support
pharma services and accelerate clinical adoption;
- GBP1 million to develop techniques for culturing CTCs for drug
testing;
- GBP2 million to establish a breast cancer remission monitoring
study; and
- GBP11 million to strengthen the balance sheet in preparation
for negotiation of potential corporate partnership deals and
provide working capital extending the runway significantly beyond
the expected timeframe for potential FDA clearance and completion
of the ovarian cancer clinical study.
-- Issue Price represents the closing mid-market price of an
Ordinary Share of 61.5 pence on 24 June 2019 (being the last
practicable date prior to this Announcement)
-- Placing Shares will represent approximately 16.94 per cent of
the Company's Enlarged Issued Share Capital
-- The issue of the Placing Shares is subject to, inter alia,
the passing of the Resolutions at a General Meeting
-- The General Meeting is expected to be held at 10:00 a.m. on
12 July 2019 at the offices of the Company at 10 Nugent Road, The
Surrey Research Park, Guildford, Surrey GU2 7AF
-- Further details about the background to and reasons for the Placing are set out below
-- Further details of the Terms and Conditions of the Placing
are set out in the appendix to this Announcement
For further information:
ANGLE plc +44 (0) 1483 343434
Andrew Newland, Chief Executive
Ian Griffiths, Finance Director
finnCap Ltd (NOMAD and Joint Broker)
Corporate Finance - Carl Holmes, Simon
Hicks, Max Bullen-Smith
Corporate Broking - Alice Lane, Sunila
de Silva +44 (0)20 7220 0500
WG Partners (Joint Broker)
Nigel Barnes, Nigel Birks, Andrew Craig,
Chris Lee +44 (0) 203 705 9330
Beech Hill Securities (US Broker)
Thomas Lawrence +1 646 574 3171
FTI Consulting
Simon Conway, Ciara Martin
Matthew Ventimiglia (US) +44 (0) 203 727 1000
This Announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 ("MAR"). Prior to
publication, certain information contained within this Announcement
was deemed to constitute inside information for the purposes of
Article 7 of MAR. In addition, market soundings (as defined in MAR)
were taken in respect of the Placing with the result that certain
persons became aware of inside information (as defined in MAR), as
permitted by MAR. Due to the publication of this Announcement,
those persons that received inside information in a market sounding
are no longer in possession of such inside information relating to
the Company and its securities.
Important notice
This Announcement should be read in its entirety.
Neither the contents of the Company's website nor the contents
of any website accessible from hyperlinks on the Company's website
(or any other website) is incorporated into, or forms part of, this
Announcement.
This Announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
The content of this Announcement has not been approved by an
authorised person within the meaning of the Financial Services and
Markets Act 2000 ("FSMA"). This Announcement has been issued by and
is the sole responsibility of the Company. The information in this
Announcement is subject to change.
This Announcement is not an offer of securities for sale into
the United States. The securities referred to herein have not been
and will not be registered under the U.S. Securities Act of 1933,
(the "Securities Act"), or with any securities regulatory authority
of any state or jurisdiction of the United States. Subject to
certain exceptions, the securities referred to herein are being
offered only outside of the United States pursuant to Regulation S
of the Securities Act and may not be reoffered, resold, transferred
or delivered, directly or indirectly, within the United States
except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and, in each case, in compliance with any applicable
securities laws of any state or other jurisdiction of the United
States.
No public offering of securities is being made in the United
States. This Announcement is not for release, publication or
distribution, directly or indirectly, in or into the United States,
Australia, Canada, the Republic of South Africa, Japan, the
Republic of Ireland or any jurisdiction where to do so might
constitute a violation of local securities laws or regulations (a
"Prohibited Jurisdiction"). This Announcement and the information
contained herein are not for release, publication or distribution,
directly or indirectly, to persons in a Prohibited Jurisdiction
unless permitted pursuant to an exemption under the relevant local
law or regulation in any such jurisdiction.
finnCap is authorised and regulated by the Financial Conduct
Authority in the United Kingdom. finnCap is acting solely as
nominated adviser, joint broker and joint bookrunner exclusively
for the Company and no one else in connection with the contents of
this Announcement and will not regard any other person (whether or
not a recipient of this Announcement) as its client in relation to
the contents of this Announcement nor will it be responsible to
anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
contents of this Announcement. Apart from the responsibilities and
liabilities, if any, which may be imposed on finnCap by FSMA or the
regulatory regime established thereunder, finnCap accepts no
responsibility whatsoever, and makes no representation or warranty,
express or implied, for the contents of this Announcement including
its accuracy, completeness or verification or for any other
statement made or purported to be made by it, or on behalf of it,
the Company or any other person, in connection with the Company and
the contents of this Announcement, whether as to the past or the
future. finnCap accordingly disclaims all and any liability
whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of the
contents of this Announcement or any such statement.
WG Partners is authorised and regulated by the Financial Conduct
Authority in the United Kingdom. WG Partners is acting solely as
joint broker and joint bookrunner exclusively for the Company and
no one else in connection with the contents of this Announcement
and will not regard any other person (whether or not a recipient of
this Announcement) as its client in relation to the contents of
this Announcement nor will it be responsible to anyone other than
the Company for providing the protections afforded to its clients
or for providing advice in relation to the contents of this
Announcement. Apart from the responsibilities and liabilities, if
any, which may be imposed on WG Partners by FSMA or the regulatory
regime established thereunder, WG Partners accepts no
responsibility whatsoever, and makes no representation or warranty,
express or implied, for the contents of this Announcement including
its accuracy, completeness or verification or for any other
statement made or purported to be made by it, or on behalf of it,
the Company or any other person, in connection with the Company and
the contents of this Announcement, whether as to the past or the
future. WG Partners accordingly disclaims all and any liability
whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of the
contents of this Announcement or any such statement.
In connection with the Placing, finnCap, WG Partners and their
respective affiliates, acting as investors for their own accounts,
may subscribe for or purchase ordinary shares in the Company
("Ordinary Shares") and in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for their own accounts in
such Ordinary Shares and other securities of the Company or related
investments in connection with the Placing or otherwise.
Accordingly, references to the Ordinary Shares being offered,
subscribed, acquired, placed or otherwise dealt in should be read
as including any offer to, or subscription, acquisition, placing or
dealing by finnCap, WG Partners and any of their respective
affiliates acting as investors for their own accounts. In addition,
finnCap, WG Partners or their respective affiliates may enter into
financing arrangements and swaps in connection with which it or its
affiliates may from time to time acquire, hold or dispose of
Ordinary Shares. Neither finnCap nor WG Partners have any intention
to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligations to do so.
Forward-looking Statements
This Announcement includes "forward-looking statements" which
include all statements other than statements of historical facts,
including, without limitation, those regarding the Company's
business strategy, plans and objectives of management for future
operations, or any statements proceeded by, followed by or that
include the words "targets", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "would", "could" or
similar expressions or negatives thereof. Such forward-looking
statements involve known and unknown risks, uncertainties and other
important factors beyond the Company's control that could cause the
actual results, performance or achievements of the Company to be
materially different from future results, performance or
achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous
assumptions regarding the Company's present and future business
strategies and the environment in which the Company will operate in
the future. No undue reliance should be placed upon forward-looking
statements. These forward looking statements speak only as at the
date of this Announcement. The Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statements contained herein to reflect any
change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statements are based, unless required to do so by applicable law or
the AIM Rules for Companies.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the 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 "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; Placing
Shares offer no guaranteed income and no capital protection; and an
investment in Placing Shares is compatible only with investors who
do not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, finnCap and WG Partners will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
1. Introduction
The Board announces today that it proposes to raise gross
proceeds of GBP18.0 million by way of a Placing with new and
existing investors through finnCap, nominated adviser to the
Company and joint broker to the UK Placing and WG Partners, joint
broker to the UK Placing and also by way of a US Placing through
Beech Hill Securities, broker to the US Placing (the UK Placing and
US Placing together, the "Placing").
The Placing is conditional, inter alia, on the passing of the
Resolutions by the Shareholders at the General Meeting. Following
the passing of the Resolutions at the General Meeting, the Company
proposes to allot (conditional on, inter alia, Admission)
29,268,294 Placing Shares.
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. In accordance
with the conditions of the Placing, subject to the terms of the
Placing Agreement, it is expected that admission to trading on AIM
and dealings in the New Ordinary Shares will commence on or around
15 July 2019.
Issue Price represents the Company's closing mid-market price of
an Ordinary Share of 61.5 pence on 24 June 2019 (being the last
practicable date prior to the announcement of the Placing).
A Circular is expected to be posted to shareholders following
the close of the Bookbuilding process and will explain the
background to and reasons for the Placing, why the Board considers
the Placing to be in the best interests of the Company and its
Shareholders as a whole, and why the Directors unanimously
recommend that Shareholders vote in favour of the Resolutions to be
proposed at the General Meeting, as they intend to do in respect of
the 7,758,518 Ordinary Shares held, directly or indirectly, by them
representing approximately 5.41 per cent. of the total voting
rights of the Company.
2. Background to the Company, reasons for the Placing
ANGLE is a world-leading player in the liquid biopsy market
commercialising a platform technology that can capture rare cells
circulating in blood, such as cancer cells, even when they are few
in number such as one cell in one billion blood cells and harvest
these cells for analysis. Such cancer cells are known as
circulating tumour cells ("CTCs"). ANGLE's cell separation
technology, known as the Parsortix system, harvests CTCs through a
liquid biopsy, with the patient only subjected to a simple blood
test.
The Parsortix system is the subject of granted patents in the
United States, Europe, Australia, Canada, China, India, Japan and
Mexico and a number of related patents being progressed worldwide.
The system is based on a microfluidic device that captures CTCs
based on a combination of their larger size and lack of
compressibility. The Parsortix system is well established with
strong positive evaluations from leading cancer research centres
and is working with these cancer centres to demonstrate key
clinical applications. In H1 2019, the enrolment of ANGLE's
Parsortix system FDA (as defined below) clinical study (as defined
below) for metastatic breast cancer completed, this entailed
enrolment of all of the required 400 evaluable subjects. As
announced on 7 March 2019, ANGLE's United States Food and Drug
Administration ("FDA") clinical Study has achieved its primary
objective to demonstrate the ability of the Parsortix system to
capture and harvest cancer cells from the blood of a significant
proportion of metastatic breast
cancer patients.
The analysis of the CTCs that can be harvested from patient
blood using the Company's Parsortix system has the potential to
help deliver personalised cancer care offering profound
improvements in clinical and health economic outcomes in the
treatment and diagnosis of various forms of cancer. The Parsortix
system is designed to be compatible with existing major medtech
analytical platforms and to act as a companion diagnostic for use
by major pharma in helping to identify patients that will benefit
from a particular drug and then monitoring the drug's
effectiveness.
ANGLE is intending to make a submission for FDA Class II
clearance for metastatic breast cancer in early Q4 CY2019 with the
prospect of FDA clearance in early 2020. At present, if FDA
clearance were granted, then this would make Parsortix only the
third liquid biopsy with FDA clearance and the first ever FDA
clearance for a CTC harvesting platform for subsequent analysis.
There is no guarantee that FDA clearance will be granted.
ANGLE has established formal collaborations and partnerships
with world-class cancer centres and is working with these cancer
centres to demonstrate key applications for its Parsortix system's
non-invasive cancer diagnostic system as a liquid biopsy. The
Company's key customers and collaborators include: Barts Cancer
Institute, Cancer Research UK, Fraunhofer ITEM, Houston Methodist,
MD Anderson, Medical University of Vienna, Robert H Lurie
Comprehensive Cancer Center of Northwestern University, Hellenic
Republic National and Kapodistrian University of Athens, University
of Basel, University of Dusseldorf, The University Medical Center
Hamburg-Eppendorf, University of Rochester Wilmot Cancer Center and
USC Norris Comprehensive Cancer Center. Key opinion leaders and
customers have also been presenting the results of their work using
the Parsortix system across a range of cancer indications and which
the Company believes provides further validation of the
wide-reaching potential of the Parsortix system over the medium
term.
2019 Highlights
Q2 CY2019 saw positive results from the 400 subject ANG-002
clinical study (the "Study") that was designed to support a
submission to the FDA seeking Class II regulatory clearance for
ANGLE's Parsortix system for the intended use with metastatic
breast cancer patients.
The Study achieved its primary objective to demonstrate the
ability of the Parsortix system to capture and harvest cancer cells
from the blood of a significant proportion of metastatic breast
cancer patients. The Study further achieved its exploratory goals
by demonstrating that the cells harvested from patient blood using
the Parsortix system could be interrogated using different
subsequent analysis techniques.
In June 2019 the first phase of ANGLE's ovarian cancer clinical
verification study (the "Pre-Study") reported positive results. The
Pre-Study comprised the evaluation of blood samples from 26 Stage
III/IV ovarian cancer patients and 28 healthy volunteers using
ANGLE's sample-to-answer molecular solution. Parsortix harvested
circulating tumour cells and HyCEAD-Ziplex performed multiplex
ribonucleic acid ("RNA") expression analysis of those cells.
The observed discrimination between cancer patients and healthy
volunteers suggests the potential for both high sensitivity
(correctly detecting cancer) and high specificity (correctly
detecting no cancer). This 200 patient study is expected to start
in early Q3 CY2019 and is projected to complete in Q1 CY2020.
Project timelines assume a similar enrolment rate to the previous
200 patient pelvic mass study conducted by the same clinical centre
but patient enrolment is outside of the Company's control.
The key reasons for the Placing are to build on the Company's
leading position in the liquid biopsy market by strengthening the
balance sheet and working capital position, providing funding to
expand product development activities, establish a service
laboratory, develop techniques for culturing CTCs and establish a
breast cancer remission monitoring study. ANGLE is following a De
Novo FDA process for Parsortix without a predicate device.
Consequently there is inherent uncertainty over the timing of the
process and its ultimate success.
Further details of the use of proceeds of the Placing are set
out in paragraph 3 below.
3. Use of Proceeds
The gross proceeds of the Placing are expected to be used as
follows:
-- GBP2 million to enable key product development including
enhancements to the Parsortix system, development of a proprietary
Parsortix harvest chip and a sample-to-answer imaging solution
inter alia to progress the Abbott partnership;
-- GBP2 million to establish a service laboratory to support
pharma services and accelerate clinical adoption;
-- GBP1 million to develop techniques for culturing CTCs for drug testing;
-- GBP2 million to establish a breast cancer remission monitoring study; and
-- GBP11 million to strengthen the balance sheet in preparation
for negotiation of potential corporate partnership deals and
provide working capital extending the runway significantly beyond
the expected timeframe for potential FDA clearance and completion
of the ovarian cancer clinical study.
The Placing is intended to build on the Company's leading
position in the liquid biopsy market by providing funding to:
-- enable key product development activities including
enhancements to the Parsortix system, development of a proprietary
Parsortix harvest chip to mitigate cell loss in procedures to place
cells on slides for imaging, and development of a sample-to-answer
imaging solution inter alia to progress the Abbott partnership;
-- establish a service laboratory to support pharma services and
accelerate clinical adoption. This is intended to accelerate
revenue development through pharma services and private payer
clinical services and to act as a demonstrator for Parsortix
clinical applications supporting product sales and corporate
partnerships. Progress with payers and reimbursement codes will
also be accelerated;
-- develop techniques for culturing CTCs for drug testing;
-- establish a breast cancer remission monitoring study; and
-- strengthen the balance sheet in preparation for negotiation
of potential corporate partnership deals and provide working
capital extending the runway significantly beyond the expected
timeframe for potential FDA clearance and completion of the ovarian
cancer clinical study (again, there is no guarantee that any FDA
clearance will be granted).
4. Current Trading
The Company has maintained a tight focus on executing its
strategy for commercialisation of the Parsortix system. It has seen
positive results from its 400 subject FDA clinical study having
achieved its primary objective to demonstrate the ability of the
Parsortix system to capture and harvest cancer cells from the blood
of a significant proportion of metastatic breast cancer patients.
Exploratory goals have also been achieved in the clinical study
together with strong progress in the analytical studies. The
Company is planning to make an FDA De Novo submission for Class II
clearance in metastatic breast cancer in early Q4 CY2019 with the
prospect of FDA clearance in early CY2020. The ovarian cancer
pelvic mass triage test has also made strong progress. Pre-study
results were recently announced confirming the success of the
sample-to-answer optimisation work and this test is now moving into
a 200 patient clinical verification study expected to complete in
Q1 CY2020.
ANGLE has continued to generate research use sales to leading
cancer translational researchers developing new applications for
Parsortix and building the body of evidence as well as generating
modest establishment revenues. These sales are building steadily
but will likely remain limited prior to FDA clearance being
received. There is no guarantee that FDA clearance will be
received. In the year ended 30 April 2019, the Company generated
revenues and grant income of GBP0.9 million, an increase of 25 per
cent. on the previous year. The gross margin on revenues is
expected to be in excess of 75 per cent. The Company's loss for the
year ended 30 April 2019 following planned expenditure on research
and development and clinical studies is expected to be
approximately GBP9.0 million (in line with expectations) with
year-end cash at GBP11.0 million up nearly 47 per cent from 30
April 2018 (GBP7.5 million).
The Company expects to release its Preliminary Results for the
financial year ended 30 April 2019 on 31 July 2019 and to publish
its Annual Report and Accounts in October 2019.
5. The Placing
5.1 UK Placing Structure
The Company proposes to raise approximately GBP9.4 million
(before expenses) through the issue and allotment, conditional on
Admission, of the UK Placing Shares, at the Issue Price through
finnCap and WG Partners.
Issue Price represents the Company's closing mid-market price of
an Ordinary Share of 61.5 pence on 24 June 2019 (being the last
practicable date prior to the announcement of the Placing). The UK
Placing Shares will represent approximately 8.9 per cent. of the
Enlarged Issued Share Capital and will rank pari passu with the
Existing Ordinary Shares. The UK Placing is not being
underwritten.
5.2 US Placing Structure
The Company proposes to raise approximately GBP8.6 million
(before expenses) through the issue and allotment, conditional on
Admission, of the US Placing Shares at the Issue Price through
Beech Hill Securities.
The US Placing Shares will represent approximately 8.1 per cent.
of the Enlarged Issued Share Capital and will rank pari passu with
the Existing Ordinary Shares. The US Placing is not being
underwritten.
5.3 Further details of the Placing
If Admission of the Placing Shares does not occur, then the
Company will not receive the net proceeds in respect of Admission
of the Placing Shares and the Company may not be able to finance
the activities referred to in this Announcement.
The Placing is conditional, inter alia, upon:
i. the Placing Agreement becoming unconditional in all respects
in relation to the Placing (save for Admission) and not having been
terminated;
ii. the Resolutions being passed at the General Meeting; and
iii. Admission becoming effective by not later than 8.00 a.m. on
15 July 2019 or such later date (being not later than 8.00 a.m. on
12 August 2019) as the Company, finnCap, WG Partners and Beech Hill
may agree.
Pursuant to the terms of the Placing Agreement, finnCap and WG
Partners as agents for the Company have agreed to use their
reasonable endeavours to procure placees for the UK Placing Shares
at the Issue Price and Beech Hill, as US broker, has agreed to use
its reasonable endeavours to procure placees for the US Placing
Shares at the Issue Price. The Placing Agreement contains
warranties from the Company in favour of finnCap, WG Partners and
Beech Hill in relation to, inter alia, the accuracy of the
information contained in the documents relating to the Placing and
certain other matters relating to the Company and its business. In
addition, the Company has agreed to indemnify finnCap, WG Partners
and Beech Hill in relation to certain liabilities that they may
incur in respect of the Placing.
finnCap and/or WG Partners and/or Beech Hill may terminate the
Placing Agreement in certain circumstances (including for breach of
warranty at any time prior to Admission, if such breach is
reasonably considered by finnCap and/or WG Partners and/or Beech
Hill to be material in the context of the Placing) and in the event
of a force majeure event or material adverse change occurring at
any time prior to Admission.
6. General Meeting
A Circular explaining the background to and reasons for the
Placing and containing the Notice of General Meeting is expected to
be posted to Shareholders following the close of the Bookbuilding
process. A copy of the Circular and the Notice of General Meeting
will thereafter be made available on the Company's website:
www.angleplc.com. The Notice of General Meeting will convene the
General Meeting of the Company for 10:00 a.m. on 12 July 2019 at
which the following Resolutions will be proposed:
Resolution 1 is proposed to grant the Directors authority to
allot unissued shares in the capital of the Company in respect of
the Placing; and
Resolution 2 is proposed, conditional on passing Resolution 1,
to disapply statutory pre-emption rights to empower the Directors
to allot equity securities pursuant to the power conferred by
Resolution 1 on a non-pre-emptive basis in respect of the
Placing.
The authorities granted pursuant to the Resolutions will expire
on 1 September 2019 and are in addition to those granted at the
annual general meeting of the Company held on 30 October 2018.
Section 551 of the Act provides that the directors of a company
cannot allot new shares in its capital without the approval of its
shareholders. The purpose of Resolution 1 is to give the Directors
authority to allot Ordinary Shares for the purpose of the Placing.
The purpose of Resolution 2 is to disapply pre-emption rights for
the purpose of the Placing.
If passed, these authorities will enable the Directors to effect
the Placing in respect of the New Ordinary Shares on a
non-pre-emptive basis.
Resolution 1 is an ordinary resolution and requires a majority
of more than 50 per cent. of the Shareholders voting to be
passed.
Resolution 2 is a special resolution and requires the approval
of not less than 75 per cent. of the Shareholders voting to be
passed. If the Resolutions are not passed by the requisite
majority, the Placing will not proceed.
Expected Timetable of Principal Events
2019
Announcement of the Placing, Bookbuild commences 25 June
Latest time and date for receipt of completed Forms of Proxy
10:00 a.m. on 10 July
Announcement of the result of the Bookbuild via a RIS 25
June
Posting of the Circular and Form of Proxy 25 June
General Meeting 10:00 a.m. on 12 July
Announcement of result of General Meeting via Regulatory
Information Service 12 July
Admission and dealings in the Placing Shares to commence on AIM
15 July
CREST accounts expected to be credited for the
Placing Shares in uncertificated form 15 July
Certain of the events in the above timetable are conditional
upon, inter alia, the approval of the Resolutions to be proposed at
the General Meeting.
Each of the times and dates in the above timetable is subject to
change. If any of the above times and/or dates change, the revised
times and/or dates will be notified to Shareholders by announcement
through a Regulatory Information Service. References to time in
this document are to London time.
Definitions
"Act" the Companies Act 2006 (as amended from
time to time)
"Admission" the admission to trading on AIM of the Placing
Shares becoming effective in accordance
with Rule 6 of the AIM Rules for Companies
"AIM" the market of that name operated by London
Stock Exchange
"AIM Rules" the rules for companies with a class of
securities admitted to AIM and their nominated
advisers governing the admission to and
operation of AIM as published by London
Stock Exchange from time to time
"Associate" (in relation to a company) means a subsidiary
undertaking or parent undertaking of that
company, and any other subsidiary undertaking
of any parent undertaking of that company
"Beech Hill" Beech Hill Securities, Inc., broker to the
US Placing
"Bookbuild" or "Bookbuilding" the offering of UK Placing Shares to UK
Placees by way of an accelerated bookbuild
by finnCap and WG Partners as agents for
the Company
"Business Day" a day not being a Saturday or a Sunday or
a bank or public holiday in England on which
clearing banks are open for business in
the City of London
"Circular" the circular in relation to the Placing
to be dispatched to Shareholders following
completion of the Bookbuild
"Company" or "ANGLE" ANGLE plc, a company incorporated in England
and Wales under the Companies Act 1985 with
registered number 04985171
"CREST" the Relevant System (as defined by the CREST
Regulations) for the paperless settlement
of share transfers and the holding of shares
in uncertificated form in respect of which
Euroclear is the Operator (as defined by
the CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations
2001 (as amended) (SI 2001/3755)
"Directors" or "Board" the directors of the Company, or any duly
authorised committee thereof
"Enlarged Issued Share the Company's issued share capital immediately
Capital" after completion of the Placing
"Euroclear" Euroclear UK & Ireland Limited, the operator
of CREST
"Existing Ordinary Shares" the 143,486,522 existing Ordinary Shares
at the date of this document
"FCA" the Financial Conduct Authority
"Financial Promotion Order" the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, (as amended)
"finnCap" finnCap Ltd, nominated adviser and joint
broker to the UK Placing
"finnCap Person" finnCap and any Associate of finnCap, any
division of finnCap, and the current and
former directors, officers, employees and
agents of such persons
"Form of Proxy" the form of proxy to be enclosed with the
Circular for use by Shareholders in connection
with the General Meeting
"General Meeting" the general meeting of the Company expected
to be convened for 10:00 a.m. on 12 July
2019 at the offices of the Company at 10
Nugent Road, The Surrey Research Park, Guildford,
Surrey GU2 7AF
"Group" the Company, its subsidiaries and its subsidiary
undertakings
"Issue Price" the price of 61.5 pence per New Ordinary
Share
"London Stock Exchange" London Stock Exchange plc
"New Ordinary Shares" the new Ordinary Shares to be issued and
allotted by the Company pursuant to the
Placing
"Notice of General Meeting" the notice of the General Meeting, to be
set out at the end of the Circular
"Ordinary Shares" the ordinary shares of 10 pence each in
the capital of the Company
"Placees" the UK Placees and the US Placees
"Placing" the placing of the UK Placing Shares by
finnCap and WG Partners and the placing
of the US Placing Shares by Beech Hill pursuant
to the Placing Agreement
"Placing Agreement" the conditional agreement dated 25 June
2019 between the Company, finnCap, WG Partners
and Beech Hill relating to the Placing,
"Placing Shares" the UK Placing Shares and the US Placing
Shares
"Prospectus Rules" the Prospectus Rules published by the FCA
"Regulation S" Regulation S under the Securities Act
"Resolutions" the resolutions to be set out in the Notice
of General Meeting
"Securities Act" United States Securities Act of 1933
"Shareholders" holders of Ordinary Shares
"subsidiaries" and "subsidiary have the meaning set out in section 1162
undertakings" of the Act
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland
"UK Brokers" finnCap and WG Partners
"UK Placees" persons to be procured by finnCap and WG
Partners to subscribe for UK Placing Shares
pursuant to the Placing Agreement
"UK Placing" the proposed placing of the UK Placing Shares
by the UK Brokers
"UK Placing Shares" in aggregate up to 15,284,552 new Ordinary
Shares proposed to be issued by the Company
pursuant to the UK Placing
"U.S." the United States of America, each state
thereof, its territories and possessions,
and all areas subject to its jurisdiction
"US Placees" persons to be procured by Beech Hill to
subscribe for US Placing Shares pursuant
"US Placing" to the Placing Agreement
the proposed placing of the US Placing Shares
by Beech Hill
"US Placing Shares" In aggregate, up to the 13,983,742 new Ordinary
Shares proposed to be issued by the Company
pursuant to the US Placing
"WG Partners" WG Partners LLP, joint broker to the UK
Placing
"GBP" and "p" pounds and pence sterling, respectively,
the lawful currency of the United Kingdom
APPIX
TERMS AND CONDITIONS OF THE UK PLACING
For Invited UK Placees only - Important Information
1. Introduction
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE TERMS AND
CONDITIONS CONTAINED HEREIN, (TOGETHER, THIS "ANNOUNCEMENT") IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF
IRELAND, JAPAN, OR ANY JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT
(INCLUDING THE APPIX) COMES ARE REQUIRED BY THE COMPANY, FINNCAP
AND WG PARTNERS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE ("QUALIFIED
INVESTORS"); AND (B) PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS AND FALL WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN
ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (C) ARE PERSONS WHO ARE
OTHERWISE LAWFULLY PERMITTED TO RECEIVE IT WITHOUT REQUIRING THE
COMPANY TO ISSUE A PROSPECTUS APPROVED BY COMPETENT REGULATORS (ALL
SUCH PERSONS REFERRED TO IN (A), (B) AND (C), TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE
INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO
ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT
OR INVESTMENT ACTIVITY TO WHICH THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
APPIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION
OF ANY SECURITIES IN THE COMPANY.
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN
AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (AS AMED). RELIANCE ON THIS ANNOUNCEMENT FOR THE
PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN
INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR
OTHER ASSETS INVESTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR OR PURCHASE
OF THE PLACING SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR
ELSEWHERE.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Australia, Canada,
Japan or the Republic of South Africa or any other jurisdiction in
which the same would be unlawful. No public offering of the Placing
Shares is being made in any such jurisdiction.
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
offering 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 United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
The Announcement (including this Appendix) will not constitute
an offer or invitation to apply for or an offer or an invitation to
acquire any UK Placing Shares in the United States. Any person who
applies for UK Placing Shares will be deemed to have declared,
warranted and agreed that they are not, and that at the time of the
application they will not be, in the United States, or acting on a
non-discretionary basis for a person located within the United
States.
The Company, finnCap and WG Partners reserve the right to treat
as invalid any application for UK Placing Shares which does not
contain a warranty to the effect that the person applying for UK
Placing Shares does not have a registered address and is not
otherwise located in the United States and is not applying for UK
Placing Shares with a view to the offer, sale, resale, transfer,
delivery or distribution, directly or indirectly, of the UK Placing
Shares in the United States or where the Company believes
application for such UK Placing Shares may infringe applicable
legal or regulatory requirements.
By participating in the Bookbuild and the UK Placing, each UK
Placee will be deemed to have read and understood this Announcement
in its entirety to be participating, making an offer and acquiring
UK Placing Shares on the terms and conditions contained herein and
to be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix.
Members of the public are not eligible to take part in the UK
Placing.
In this Appendix:
(a) "you" or "UK Placee" means any person who becomes committed
through the Bookbuild to subscribe for UK Placing Shares; and
(b) terms defined elsewhere in this Announcement have the same
meanings, unless the context requires otherwise.
Various dates referred to in this Announcement are stated on the
basis of the expected timetable for the Placing. It is possible
that some of these dates may be changed. References to time in this
Announcement are to London time, unless otherwise stated.
It is expected that the Placing Shares will be allotted,
conditional upon Admission, on 15 July 2019, or, in any case, by
such later time and/or date as the Company, finnCap, WG Partners
and Beech Hill may agree, being not later than 12 August 2019
("Long Stop Date").
2. Details of the UK Placing
finnCap and WG Partners (inter alia) have today entered into the
Placing Agreement pursuant to which, subject to the conditions set
out in such agreement, they have agreed to use their reasonable
endeavours to procure subscribers for the UK Placing Shares at the
Issue Price with certain institutional and other investors.
No element of the Placing is underwritten.
The Placing is conditional upon the Placing Agreement becoming
unconditional in all respects.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, be credited as fully paid and rank
pari passu in all respects with the Existing Ordinary Shares,
including the right to receive dividends and other distributions
declared or made following Admission.
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM. Admission is
conditional upon, amongst other things, the conditions in the
Placing Agreement being satisfied and the Placing Agreement not
having been terminated in accordance with its terms. It is expected
that the Placing Shares will be allotted, conditional upon
Admission, on 15 July 2019, or, in any case, by such later time
and/or date as the Company, finnCap WG Partners and Beech Hill may
agree, being not later than 12 August 2019 ("Long Stop Date").
3. Bookbuild
Each of finnCap and WG Partners are proceeding with a share
placing bookbuild process for the purpose of assessing demand from
institutional and other investors for subscribing for UK Placing
Shares at the Issue Price and the Company then issuing those shares
under the Placing to raise together with the US Placing GBP18
million for the Company before expenses. Each of finnCap and WG
Partners are acting as the Company's agent in respect of the
Bookbuild and the UK Placing.
The Bookbuild is expected to close on or before close of
business on 25 June 2019 (or such earlier or later time as the
Company may elect). The Company will then release an announcement
through the London Stock Exchange's Regulatory Information Service
confirming the number of Placing Shares to be issued and the amount
to be raised under the Placing (comprising the total amount raised
under both the UK Placing and the US Placing). finnCap and WG
Partners will in agreement with the Company determine the basis for
allocating UK Placing Shares to bids submitted to it in the
Bookbuild and may at their discretion (i) accept bids, either in
whole or in part, (ii) accept bids that are received after the
Bookbuild has closed, and/or (iii) scale down all or any bids on
such basis as it considers appropriate. finnCap and WG Partners may
carry out the UK Placing by any alternative method to the Bookbuild
as they choose. Neither finnCap, WG Partners nor any other finnCap
Person or WG Partners Person will have any liability to UK Placees
(subject to applicable law) or to anyone else other than the
Company in respect of the UK Placing or in respect of its conduct
of the Bookbuild or of any alternative method that they may adopt
for carrying out the UK Placing.
The Company, finnCap and WG Partners may, by agreement with each
other, increase the amount to be raised through the UK Placing. The
Company also reserves the right to allow officers of the Company
and/or Group employees to subscribe for some of the UK Placing
Shares at the Issue Price, with finnCap's and WG Partners'
agreement, on substantially the same or similar terms as apply to
those Relevant Persons subscribing for shares under the UK
Placing.
4. Participation and settlement
Participation in the Bookbuild in respect of UK Placing Shares
is only available to persons who are invited to participate in it
by finnCap or WG Partners.
If you are invited to participate in the Bookbuild in respect of
UK Placing Shares and wish to do so, you should communicate your
bid by telephone to your usual broking contact at finnCap. Each bid
should state the number of UK Placing Shares which you wish to
subscribe for at the Issue Price. If your bid is successful, in
whole or in part, your allocation will be confirmed orally
following the close of the Bookbuild. finnCap's oral confirmation
of your allocation will constitute a legally binding commitment on
your part to subscribe for the number of UK Placing Shares
allocated to you at the Issue Price on the terms and subject to the
conditions set out or referred to in this Appendix and subject to
the Company's constitution. As stated below, you will also receive
a written confirmation.
A person who submits a bid for UK Placing Shares in the
Bookbuild will not be able, without finnCap's agreement, to vary or
revoke the bid before the close of the Bookbuild. Such a person
will not be able, after the close of the Bookbuild, to vary or
revoke a submitted bid in any circumstances.
If you are allocated UK Placing Shares in the Bookbuild, you
will be sent a written confirmation stating (i) the number of UK
Placing Shares allocated to you, (ii) the aggregate amount you will
be required to pay for those UK Placing Shares at the Issue Price,
(iii) relevant settlement information, and (iv) settlement
instructions. Settlement instructions will accompany each written
confirmation and, on receipt, should be confirmed back to finnCap
by the date and time stated in it. Settlement of transactions in
the UK Placing Shares will take place within the CREST system,
subject to certain exceptions, on a "delivery versus payment" (or
"DVP") basis. finnCap reserves the right to require settlement for
and/or delivery to any Placee of any Placing Shares to be made by
such other means as it may deem appropriate if delivery or
settlement is not possible or practicable within the CREST system
within the timetable set out in this Announcement. If your UK
Placing Shares are to be delivered to a custodian or settlement
agent, you should ensure that the written confirmation is copied
and delivered promptly to the appropriate person within that
organisation.
Each UK Placee's obligations to subscribe and pay for UK Placing
Shares under the UK Placing will be owed to each of the Company and
finnCap. No commissions will be paid to or by UK Placees in respect
of their agreement to subscribe for any UK Placing Shares.
UK Placees' commitments in respect of UK Placing Shares will be
made solely on the basis of the information contained in this
Announcement and on the terms contained in it. No admission
document for the purposes of the AIM Rules nor any prospectus is
required to be published, or has been or will be published, in
relation to the Placing or the Placing Shares.
5. Placing conditions
Under the terms of the Placing Agreement, finnCap and WG
Partners have agreed to use their reasonable endeavours as the
Company's agent to procure subscribers for UK Placing Shares at the
Issue Price and Beech Hill has agreed to use its reasonable
endeavours as the Company's agent to procure subscribers for US
Placing Shares at the Issue Price.
The Placing is conditional on inter alia (i) finnCap's, WG
Partners' and Beech Hill's obligations under the Placing Agreement
not being terminated in accordance with their terms, (ii) the
passing of the Resolutions at the General Meeting of the Company,
(iii) Admission taking place not later than 8.00 a.m. on 15 July
2019 or such later date (being not later than the Long Stop Date)
as the Company, finnCap, WG Partners and Beech Hill may agree and
(iv) finnCap's, WG Partners' and Beech Hill's obligations under the
Placing Agreement becoming unconditional in all other respects.
finnCap and WG Partners (acting together with Beech Hill) may
extend the time and/or date for the fulfilment of any of the
conditions in the Placing Agreement to a time no later than 8.00
a.m. on the Long Stop Date. If any such condition is not fulfilled
(and, if capable of waiver under the Placing Agreement, is not
waived by each of finnCap and WG Partners (acting together with
Beech Hill)) by the relevant time, the Placing will lapse and your
rights and obligations in respect of the Placing will cease and
terminate at such time (save in respect of accrued rights and
obligations).
finnCap, WG Partners or Beech Hill may terminate their
obligations under the Placing Agreement prior to Admission in
certain circumstances including, inter alia, following a material
breach of the Placing Agreement by the Company. The exercise of any
right of termination pursuant to the Placing Agreement, any waiver
of any condition in the Placing Agreement and any decision by
finnCap, WG Partners or Beech Hill whether or not to extend the
time for satisfaction of any condition in the Placing Agreement are
within finnCap's, WG Partners' and Beech Hill's absolute discretion
(as is the exercise of any right or power of finnCap, WG Partners
or Beech Hill under the terms of this Appendix). None of finnCap,
WG Partners or Beech Hill will have any liability to you or to
anyone else in respect of any such termination, waiver or extension
or any decision to exercise or not to exercise any such right of
termination, waiver or extension.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim can be made by any UK Placee in respect
thereof.
6. UK Placees' warranties and undertakings
By communicating a bid to finnCap under the Bookbuild you will
irrevocably acknowledge and confirm and warrant and undertake to,
and agree with, each of the Company and finnCap, in each case as a
fundamental term of your application for Placing Shares, that:
(a) you agree to and accept all the terms set out in this Announcement;
(b) your rights and obligations in respect of the UK Placing
will terminate only in the circumstances referred to in this
Announcement and will not be subject to rescission or termination
by you in any circumstances;
(c) this Announcement, which has been issued by the Company, is
within the sole responsibility of the Company;
(d) you have not been, and will not be, given any warranty or
representation in relation to the UK Placing Shares or to the
Company or to any other member of its Group in connection with the
UK Placing, other than by the Company as included in this
Announcement or to the effect that the Company is not now in breach
of its obligations under the London Stock Exchange's AIM Rules for
Companies or under the EU Market Abuse Regulation (596/2014) to
disclose publicly in the correct manner all such information as is
then required to be so disclosed by the Company;
(e) you have not relied on any representation or warranty in
reaching your decision to subscribe for UK Placing Shares under the
UK Placing, save as given or made by the Company as referred to in
the previous paragraph;
(f) you are not a client of finnCap or WG Partners in relation
to the UK Placing and finnCap and/or WG Partners are not acting for
you in connection with the UK Placing and will not be responsible
to you in respect of the UK Placing for providing protections
afforded to its or their clients;
(g) you have not been, and will not be, given any warranty or
representation by any finnCap Person or WG Partners Person in
relation to any UK Placing Shares, the Company or any other member
of its Group and no finnCap Person nor WG Partners Person will have
any liability to you for any information contained in this
Announcement, the content of which is exclusively the
responsibility of the Company, or which has otherwise been
published by the Company or for any decision by you to participate
in the UK Placing based on any such information or on any other
information provided to you;
(h) you will pay the full subscription sum at the Issue Price as
and when required in respect of all UK Placing Shares finally
allocated to you and will do all things necessary on your part to
ensure that payment for such shares and their delivery to you or at
your direction is completed in accordance with the standing CREST
instructions (or, where applicable, standing certificated
settlement instructions) that you have in place with finnCap or
that you put in place with finnCap;
(i) you are permitted to subscribe for UK Placing Shares in
accordance with the laws of all relevant jurisdictions which apply
to you and you have complied, and will fully comply, with all such
laws (including where applicable, the Anti-Terrorism, Crime and
Security Act 2001, the Proceeds of Crime Act 2002 (as amended) and
the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations) and have obtained all
governmental and other consents (if any) which may be required for
the purpose of, or as a consequence of, such subscription, and you
will provide promptly to finnCap or WG Partners such evidence, if
any, as to the identity or location or legal status of any person
which finnCap or WG Partners may request from you (for the purpose
of its complying with any such laws or ascertaining the nationality
of any person or the jurisdiction(s) to which any person is subject
or otherwise) in the form and manner requested by finnCap or WG
Partners on the basis that any failure by you to do so may result
in the number of UK Placing Shares that are to be allotted and/or
issued to you or at your direction pursuant to the UK Placing being
reduced to such number, or to nil, as finnCap or WG Partners may
decide;
(j) you have complied and will comply with all applicable
provisions of the Financial Services and Markets Act 2000 (FSMA)
with respect to anything done or to be done by you in relation to
any UK Placing Shares in, from or otherwise involving the United
Kingdom and you have not made or communicated or caused to be made
or communicated, and you will not make or communicate or cause to
be made or communicated, any "financial promotion" in relation to
UK Placing Shares in contravention of section 21 of FSMA;
(k) you agree that this Announcement has not been approved by
finnCap or WG Partners in either case 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;
(l) you are a Relevant Person or a person to whom this
Announcement may otherwise be lawfully communicated;
(m) you are acting as principal only in respect of the UK
Placing or, if you are acting for any other person (i) you are duly
authorised to do so, (ii) you are and will remain liable to the
Company and/or finnCap and WG Partners for the performance of all
your obligations as a UK Placee in respect of the UK Placing
(regardless of the fact that you are acting for another person),
(iii) you are both an "authorised person" for the purposes of FSMA
and a "qualified investor" as defined at Article 2.1(e)(i) of
Directive 2003/71/EC (known as the Prospectus Directive) acting as
agent for such person, and (iv) such person is either (1) a FSMA
Qualified Investor or (2) a "client" (as defined in section 86(2)
of FSMA) of yours that has engaged you to act as his agent on terms
which enable you to make decisions concerning the Placing or any
other offers of transferable securities on his behalf without
reference to him;
(n) nothing has been done or will be done by you in relation to
the UK Placing or to any UK Placing Shares that has resulted or
will result in any person being required to publish a prospectus in
relation to the Company or to any Ordinary Shares in accordance
with FSMA or the UK Prospectus Rules or in accordance with any
other laws applicable in any part of the European Union or the
European Economic Area;
(o) you will not treat any UK Placing Shares in a manner that
would contravene any legislation applicable in any territory or
jurisdiction and no aspect of your participation in the UK Placing
will contravene any legislation applicable in any territory or
jurisdiction or cause the Company or finnCap or WG Partners to
contravene any such legislation;
(p) (i) the Placing Shares have not been and will not be
registered under the Securities Act, or with any securities
regulatory authority of any state or jurisdiction of the United
States and, subject to certain exception, may not be offered or
sold, directly or indirectly, into or within the United States (ii)
you and the person(s), if any, for whose account or benefit you are
subscribing for the UK Placing Shares are located outside the
United States and are subscribing for UK Placing Shares only in an
"offshore transaction" as defined in and in accordance with
Regulation S under the Securities Act; (iii) you are not acquiring
UK Placing Shares as a result of any "directed selling efforts" as
defined in Regulation S; (iv) you are acquiring the UK Placing
Shares for investment purposes and are not acquiring the UK Placing
Shares with a view to, or for offer or sale in connection with, any
distribution thereof (within the meaning of the Securities Act)
that would be in violation of the securities laws of the United
States or any state thereof; (v) you will not distribute this
Announcement or any offering material relating to UK Placing
Shares, directly or indirectly, in or into the United States or to
any persons located in the United States;
(q) finnCap and WG Partners may satisfy their obligations to
procure UK Placees by themselves agreeing to become UK Placees in
respect of some or all of the UK Placing Shares or by nominating
any other finnCap Person or WG Partners Person or any person
associated with any finnCap Person or WG Partners Person to do so
or by allowing officers of the Company and/or Group employees to
subscribe for UK Placing Shares under the Placing at the Issue
Price;
(r) time is of essence as regards your obligations under this Appendix;
(s) this Appendix and any contract which may be entered into
between you and finnCap and WG Partners and/or the Company pursuant
to this Appendix or the UK Placing, and all non-contractual
obligations arising between you and finnCap and WG Partners and/or
the Company in respect of the UK Placing, will be governed by and
construed in accordance with the laws of England, for which purpose
you submit (for yourself and on behalf of any person on whose
behalf you are acting) to the exclusive jurisdiction of the English
courts as regards any claim, dispute, or matter arising out of or
relating to this Appendix or such contract, except that each of the
Company and finnCap and WG Partners will have the right to bring
enforcement proceedings in respect of any judgement obtained
against you in the English courts or in the courts of any other
relevant jurisdiction;
(t) each right or remedy of the Company or finnCap or WG
Partners provided for in this Appendix is in addition to any other
right or remedy which is available to such person and the exercise
of any such right or remedy in whole or in part will not preclude
the subsequent exercise of any such right or remedy;
(u) any document that is to be sent to you in connection with
the UK Placing will be sent at your risk and may be sent to you at
any address provided by you to finnCap or WG Partners;
(v) if you have received any confidential price sensitive
information about the Company in advance of the Placing, you have
not: (a) dealt in the securities of the Company; (b) encouraged or
required another person to deal in the securities of the Company;
or (c) disclosed such information to any person, prior to the
information being made publicly available;
(w) you irrevocably appoint any duly authorised officer of
finnCap as your agent for the purpose of executing and delivering
to the Company and/or its registrars any documents on your behalf
necessary to enable you to be registered as the holder of any of
the UK Placing Shares for which you agree to subscribe upon the
terms of this Announcement; and
(x) By participating in the UK Placing, each UK Placee (and any
person acting on such UK Placee's behalf) agrees to indemnify and
hold the Company, finnCap, WG Partners and each finnCap Person and
WG Partners Person 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 UK Placee (and any person acting on such
UK Placee's behalf) in this Appendix or incurred by finnCap, WG
Partners, any finnCap Person, WG Partners Person or the Company
arising from the performance of the UK Placee's obligations as set
out in this Announcement, and further agrees that the provisions of
this Appendix shall survive after the completion of the
Placing.
7. Payment default
Your entitlement to receive any UK Placing Shares will be
conditional on finnCap's receipt of payment in full for such shares
by the relevant time to be stated in the written confirmation
referred to above, or by such later time and date as finnCap may
decide, and otherwise in accordance with that confirmation's terms.
finnCap may waive this condition, and will not be liable to you for
any decision to waive it or not.
If you fail to make such payment by the required time for any UK
Placing Shares (1) the Company may release itself, and (if it
decides to do so) will be released from, all obligations it may
have to allot and/or issue any such UK Placing Shares to you or at
your direction which are then unallotted and/or unissued, (2) the
Company may exercise all rights of lien, forfeiture and set-off
over and in respect of any such UK Placing Shares to the full
extent permitted under its constitution or by law and to the extent
that you then have any interest in or rights in respect of any such
shares, (3) the Company or, as applicable, finnCap may sell (and
each of them is irrevocably authorised by you to do so) all or any
of such shares on your behalf and then retain from the proceeds,
for the account and benefit of the Company or, where applicable,
finnCap (i) any amount up to the total amount due to it as, or in
respect of, subscription monies, or as interest on such monies, for
any UK Placing Shares and (ii) any amount required to cover dealing
costs and/or commissions necessarily or reasonably incurred by it
in respect of such sale and (4) you will remain liable to the
Company and to finnCap for the full amount of any losses and of any
costs which it may suffer or incur as a result of it (i) not
receiving payment in full for such UK Placing Shares by the
required time, and/or (ii) the sale of any such UK Placing Shares
to any other person at whatever price and on whatever terms are
actually obtained for such sale by or for it. Interest may be
charged in respect of payments not received by finnCap for value by
the required time referred to above at the rate of two percentage
points above the base rate of National Westminster Bank plc.
8. Overseas jurisdictions
The distribution of this Announcement and the offering and/or
issue of shares pursuant to the Placing in certain jurisdictions is
restricted by law. FSMA Qualified Investors who seek to participate
in the Placing must inform themselves about and observe any such
restrictions. In particular, this document does not constitute or
form part of any offer or invitation, nor a solicitation of any
offer or invitation, to subscribe for or acquire or sell or
purchase or otherwise deal in Ordinary Shares in the United States,
Canada, Japan, the Republic of Ireland, the Republic of South
Africa or Australia or in any other jurisdiction in which any such
offer, invitation or solicitation is or would be unlawful. New
Ordinary Shares have not been and will not be registered under the
Securities Act or under the securities laws of any State of or
other jurisdiction within the United States, and, subject to
certain exceptions, may not be offered or sold, resold or
delivered, directly or indirectly, in or into the United States, or
to, or for the account or benefit of, persons located in the United
States. No public offering of New Ordinary Shares is being or will
be made in the United States.
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.
END
IOEGLGDLCUDBGCU
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June 25, 2019 03:02 ET (07:02 GMT)
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