TIDMAMYT
RNS Number : 3601R
Amryt Pharma PLC
21 September 2017
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION
CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA,
OR JAPAN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH
ANY APPLICABLE LAW OR REGULATION. THIS ANNOUNCEMENT, INCLUDING THE
APPIX, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
THIS ANNOUNCEMENT AND THE APPIX DO NOT CONSTITUTE OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF AMRYT PHARMA PLC OR INTO ANY OTHER JURISDICTION WHERE
TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
21 September 2017
AIM: AMYT
ESM: AYP
AMRYT PHARMA PLC
("Amryt" or the "Company")
The biopharmaceutical company focused on rare and orphan
diseases
Placing to raise EUR15.0 million (GBP13.3 million) through the
issuance
of 66,477,651 new Ordinary Shares at 20 pence per share,
Related Party Transaction
and Notice of General Meeting
Highlights
-- Proposed placing to raise EUR15.0 million (GBP13.3 million)
gross, at a price of 20 pence per share from new and existing,
institutional and other, investors
- including management of the Company
-- Proceeds of the Placing, together with existing cash, to be primarily used to fund:
- the Company's ongoing pivotal Phase III clinical trial for
AP101, a potential treatment for Epidermolysis Bullosa ("EB"), a
rare, genetic skin disorder
- the pre-launch costs of AP101, in anticipation of a successful Phase III trial
- an increase in existing manufacturing capacity for the production of AP101
- the further commercialisation of Lojuxta, the Company's
existing revenue generating drug treatment for Homozygous Familial
Hypercholesterolemia ("HoFH"), a rare and life-threatening
cholesterol disorder
- the further development of AP102, Amryt's early stage asset
that targets resistant acromegaly and Cushing's Disease
- working capital and future research and development activities
-- Proposed placing is conditional, amongst other things, on
shareholder approval at a General Meeting to be held on 9 October
2017
- approximately 35.5% of shareholders have already undertaken to
vote in favour of the Placing Resolutions
Joe Wiley, CEO of Amryt Pharma, commented:
"We are delighted with the support we have received, both from
new and existing investors, for this oversubscribed placing, which
has raised EUR15.0 million, equivalent to GBP13.3 million, and
significantly widened our shareholder base.
"We are at an exciting stage with AP101, our treatment for EB, a
rare and distressing skin disorder which causes exceptionally
fragile skin. Our Phase III clinical trial for AP101 is ongoing,
with an interim read out due in H1 2018. In anticipation of its
successful outcome and subsequent approval, this new money will
contribute to funding the pre-launch costs and the expansion of our
manufacturing capacity in readiness for the commercial launch of
the treatment.
"The funds will also support our continuing investment in
Lojuxta, a drug we in-licenced in December 2016, which is used to
treat HoFH, a rare and life-threatening cholesterol disorder. We
remain very positive about expanding Lojuxta's sales, which were
EUR5.75 million in the first half of 2017. In addition, as we
reported previously, its existing commercial infrastructure can be
used to support other products.
"The balance of the funds will be used to continue the
development of our early stage asset, AP102, a potential
best-in-class therapy for resistant acromegaly and Cushing's
Disease, both significant market opportunities with a clear unmet
medical need. We plan to seek approval from the regulatory
authorities to commence clinical trials of AP102 in humans in
2018.
"Amryt has achieved a tremendous amount in a relatively short
space of time and we firmly believe that the Company is
well-positioned for future growth. As we develop the business
further, we will consider additional in-licensing opportunities, as
well as acquisitions or investments in other promising assets."
Further information on the background to the Placing and use of
proceeds are set out below. Terms used in this announcement shall
have the meanings given to them in the Company's shareholder
circular dated 21 September 2017, which will be posted to all
shareholders today and is available to download on the company's
website: http://www.amrytpharma.com/.
Enquiries:
Amryt Pharma plc C/o KTZ Communications
Joe Wiley, CEO
Rory Nealon, CFO/COO
+44 (0) 20
Shore Capital 7408 4090
Nomad, Joint Broker and
Joint Bookrunner
Bidhi Bhoma, Edward Mansfield
+44 (0) 20
WG Partners 3705 9321
Joint Bookrunner
Nigel Barnes, Nigel Birks
and Chris Lee
+353 (1) 679
Davy 6363
ESM Adviser
John Frain, Anthony Farrell
+44 (0) 20
KTZ Communications 3178 6378
Financial PR
Katie Tzouliadis, Irene
Bermont-Penn, Emma Pearson
Market Abuse Regulation (EU Regulation 596/2014)
This announcement contains inside information as defined in the
Market Abuse Regulation. Upon the publication of this announcement
via a regulatory information service, this inside information is
now considered to be in the public domain and those persons who
received such inside information in a market sounding are no longer
in possession of such inside information relating to the Company
and its securities.
1. Background to and reasons for the Placing
The Company has made significant progress since completion of
the RTO in April 2016. The Group's business has been enhanced
substantially through the initiation of its AP101 Phase III study
in EB and the in-licencing of the Lojuxta product line. The Company
continues to see and review new business opportunities and is
active in seeking to expand its product portfolio to enhance
shareholder value.
While the Group has sufficient cash resources for its near-term
needs and retains discretion over a substantial part of its
development and other expenditure, the Directors believe that the
Group requires and would benefit from additional finance, in
particular to assist in funding its pivotal phase III clinical
trial for AP101 for the treatment of EB, the further
commercialisation of Lojuxta, the Company's existing revenue
generating drug treatment for HoFH, a rare and life threatening
cholesterol disorder, the pre-launch costs of AP101, in
anticipation of a successful phase III trial, capital expenditure
to increase the manufacturing capacity for the production of AP101,
and funding the further development of AP102 into the clinic in
2018. AP102 has the potential to become a best-in-class therapy for
resistant acromegaly and Cushing's Disease, both large market
opportunities with a clear unmet medical need.
The Directors believe that such investment will facilitate the
creation of material shareholder value over the longer term.
2. Information on Amryt
2.1. Introduction
Amryt is a commercial stage pharmaceutical company focused on
acquiring, developing and delivering innovative new treatments to
help improve the lives of patients with rare and orphan diseases.
The Board believes that the Orphan Drug market represents a
significant market opportunity with worldwide Orphan Drug sales
forecast to total US$209bn (CAGR 2017 to 2022: +9.24%) (Source:
EvalulatePharma World Review 2017, Outlook to 2022) and Orphan
Drugs forecast to represent 22.1% of worldwide prescription sales
by 2022 (Source: Excluding generic drugs - EvalulatePharma World
Review 2017, Outlook to 2022).
The Company has built a diversified portfolio of drugs to treat
patients with rare and orphan diseases through the acquisition of
its AP101 and AP102 product lines in April 2016 and through the
in-licencing of the Lojuxta product line in December 2016. The
Company continues to see and review new business opportunities and
the Board is active in seeking to expand the Company's product
portfolio to enhance shareholder value.
The Company has a broad pipeline of assets at varying stages of
development.
2.2. Lead commercial drug - Lojuxta
In December 2016 the Company entered into an exclusive Licence
Agreement with Aegerion to sell Lojuxta (lomitapide) for adults
across the EEA and Switzerland and other territories including
MENA, Turkey and Israel. Lojuxta is used to treat HoFH, a rare
life-threatening disease that impairs the body's ability to remove
LDL cholesterol from the blood. This typically results in extremely
high blood LDL cholesterol levels leading to aggressive and
premature narrowing and blocking of arterial blood vessels. If left
untreated, heart attack or sudden death may occur in childhood or
early adulthood.
The Licence Agreement has an initial term until 1 January 2024.
On expiry of the initial term, Amryt may, at its discretion, extend
the Licence Agreement for a further five years initially, with the
right to extend in further five year periods, subject to certain
conditions. The key terms of the Licence Agreement are as
follows:
-- royalty payments from Amryt to Aegerion, paid quarterly,
based on a percentage of net sales during a calendar year. The
royalty percentage is 18% of net annual sales of up to
US$15,000,000 in a calendar year and 20% of net annual sales of
more than US$15,000,000 in a calendar year;
-- Amryt must make one-off commercial milestone payments,
subject to achieving certain sales targets. A one-off milestone
payment of US$1,000,000 is due the first time that aggregate net
sales in a calendar year equal US$20,000,000 with a further one-off
US$1,500,000 milestone payment due on reaching US$30,000,000 net
sales in a calendar year; and
-- Amryt has also taken on the on-going regulatory and
post-marketing obligations and commitments in support of Lojuxta
including a paediatric study which, subject to success, could open
up the market to all HoFH patients.
The Company has now established the commercial, medical and
regulatory infrastructure required to support the commercialisation
of Lojuxta across its licenced territories utilising affiliates,
third party consultants and distributors. This infrastructure can
also be leveraged to support additional products such as AP101 if
approval is received from the regulatory authorities, and other
products that may be acquired or in-licensed in the future.
2.3. Lead development drug - AP101 (Episalvan)
Amryt's lead development drug is AP101. Amryt is developing
AP101 as a new treatment for Epidermolysis Bullosa. EB is a rare,
distressing and painful genetic skin condition that causes the skin
layers and internal body linings to separate and is characterised
by extreme skin fragility from birth resulting in EB patients
suffering from partial thickness wounds. AP101 uses a betulin-rich
extract as its Active Pharmaceutical Ingredient. The API is
believed to act by promoting the differentiation and migration of
keratinocytes (skin cells with wound repair capabilities) as well
as transiently increasing the level of pro inflammatory mediators
(which also promote healing). AP101 has completed three positive
Phase III studies, two in the indication of split thickness skin
graft donor sites (219 patients) and one in the indication of Grade
2a burn wounds (61 patients), and one positive Phase IIa study (in
the indication of EB). All of these wound types are PTWs and the
repair mechanism for each of these wound types is believed to be
the same.
AP101 has Orphan Drug Designation as a treatment for EB in both
Europe and the US and has in addition already received marketing
approval for the treatment of PTWs in adults from the European
Commission in January 2016. Of note, EB also causes PTWs. The
Company has also secured key patents for AP101 in Europe, the US
and Japan with expiry dates in 2030. The Company is currently
conducting a Phase III pivotal study in EB, which, if successful,
could result in Orphan Drug approval in EB in both the USA and
Europe. The Board believes that the market for AP101 as a treatment
for EB is greater than EUR1.3 billion worldwide.
2.4. Early stage pipeline
The Company has an early stage asset, AP102, that is in
development to target acromegaly and Cushing's disease. AP102 is a
potential best-in-class novel somatostatin analogue, which could
treat patients that are resistant to current therapy, potentially
without causing some of the severe side effects associated with
these therapies. The Board intends to complete pre-clinical
development of AP102 in the second half of 2017, and to seek
approval from the regulatory authorities to commence clinical
trials in humans in 2018.
3. Current trading and prospects
3.1. Lojuxta sales progress
With the completion in December 2016 of the Lojuxta in-licencing
deal, Amryt is now a commercial pharmaceutical company with sales
across Europe and the Middle East. Amryt's Lojuxta business has
grown significantly in the nine months since the Company entered
into the Licence Agreement, with annualised sales growing by over
50% in that period. Sales of Lojuxta for the six months ended 30
June 2017 were EUR5.75 million. This has been achieved through the
roll-out of Amryt's commercial infrastructure, combining new
affiliates together with a number of third party consultants and
distributors.
A recent independent study evaluated the benefits of Lojuxta in
the treatment of HoFH. The study results have been presented in a
paper entitled, "Efficacy of Lomitapide in the Treatment of
Familial Homozygous Hypercholesterolemia: Results of a Real-World
Clinical Experience in Italy", and published by Advances in
Therapy, an international, peer-reviewed journal. This real-world
study has shown Lojuxta to be a very powerful and well tolerated
LDL cholesterol-lowering agent in patients with HoFH and proved
that some patients using Lojuxta were able to stop apheresis and
still achieve LDL cholesterol target levels. Prior to treatment,
some of these patients had LDL cholesterol levels up to eight times
the recommended level.
An additional study, published in July 2017 and titled
"Long-Term Efficacy and Safety of the Microsomal Triglyceride
Transfer Protein Inhibitor Lomitapide in Patients With Homozygous
Familial Hypercholesterolemia", evaluated the benefits of Lojuxta
over the long term. Following patients for up to 5.7 years, it
showed that Lojuxta is highly effective at lowering LDL cholesterol
levels with acceptable tolerability and no new safety signals.
The Board estimates that the annual market for Lojuxta in
Amryt's territory of the EEA and Switzerland, MENA, Israel and
Turkey as a treatment for HoFH is approximately EUR100 million,
providing the opportunity for significant on-going growth from
Amryt's current base. The Company is currently actively focused on
targeting new markets within these licensed territories and the
Board is optimistic that Amryt will secure reimbursement of Lojuxta
in some of these additional new markets in 2018.
3.2. Progress on AP101 studies
The Company has continued to make good progress in developing
its lead product AP101 as a new treatment for EB. In February 2017
the Company was granted a patent in Japan for AP101. On 6 March
2017 the Company completed its discussions with both the FDA and
EMA regarding the design of its pivotal Phase III clinical trial
for AP101. Subsequently, on 27 March 2017, the Company commenced
the pivotal Phase III clinical trial, EASE, to examine AP101's
efficacy for EB patients. Adult and paediatric patients with EB are
being enrolled into a randomised double blind placebo controlled
trial. A total of 164 evaluable patients across approximately 32
sites in 15 countries will be treated for a 90-day blinded period.
The proportion of patients with completely healed target wounds
within 45 days will be evaluated as the primary endpoint. Secondary
endpoints include the time to achieve wound healing and changes in
pain and pruritus (itch).
As part of the approved protocol for the study, an independent
data monitoring committee will conduct an un-blinded interim
efficacy analysis after 50% enrolment. The potential outcomes of
this interim analysis include continuation of the study unchanged,
discontinuation of the study for futility, or an increase in the
number of patients in the study to preserve adequate statistical
power. The study has been powered to provide an 80% chance of
success based on various assumptions. If the decision at the
interim analysis is to continue the study, the ability to increase
the number of patients at that time enables the Company to maintain
an 80% chance of success in the event that the placebo rates and/or
efficacy rates seen in the study vary from the initial assumptions
used.
The first patient was enrolled to EASE in April 2017 and the
interim analysis readout is expected in the first half of 2018 with
top-line data expected in the second half of 2018.
3.3. Progress on AP102 pre-clinical studies
The Company is currently conducting various AP102 pre-clinical
studies in advance of seeking approval from the EMA and the FDA to
commence studies in humans. The Company expects to complete these
pre-clinical studies in the fourth quarter of 2017 and to commence
first in human studies in 2018, followed by a proof of concept
study that if positive could demonstrate the potential for AP102 to
become a best-in-class treatment for acromegaly patients.
3.4. Cash balance as at 30 June 2017 and revenues
As at 30 June 2017, the Company had cash on hand of EUR10.9
million. On 1 December 2016 the Group entered into a five year
EUR20 million debt facility agreement with the European Investment
Bank. The first tranche of EUR10 million was drawn down by the
Company on 3 April 2017.
Revenues for the six months ended 30 June 2017 were EUR6.18
million, including EUR5.75 million generated by sales from Lojuxta
and EUR0.43 million generated by sales from Imlan, a derma cosmetic
range owned by the Company.
4. Executive Directors and senior management
The Company is led by experienced executive directors supported
by a senior management team which has been enhanced further since
completion of the RTO by the appointment of a number of senior
managers whose biographies are summarised below.
4.1. Executive Directors
Joe Wiley, Chief Executive Officer
Mr Wiley founded Amryt and has over 20 years of experience in
the pharmaceutical, medical and venture capital industries. Mr
Wiley opened and led Sofinnova Ventures' European office. He was
previously a medical director at Astellas Pharma where he liaised
with the marketing team and was involved in the launch of a number
of speciality pharmaceutical products. Prior to joining Astellas,
he held investment roles at Spirit Capital, Inventages Venture
Capital and Aberdeen Asset Managers (UK). Mr Wiley trained in
general medicine at Trinity College Dublin, specialising in
neurology. He has an MBA from INSEAD and is also a Member of the
Royal College of Physicians in Ireland.
Rory Nealon, Chief Financial Officer and Chief Operations
Officer
Mr Nealon was previously a board member of Trinity Biotech Plc
joining as Chief Financial Officer in January 2003. He was
subsequently appointed Chief Operations Officer in November 2007.
Mr Nealon left Trinity in 2014. Prior to joining Trinity, he was
Chief Financial Officer of Conduit plc, an Irish directory services
provider with operations in Ireland, the UK, Austria and
Switzerland. Prior to joining Conduit, he was an Associate Director
in AIB Capital Markets, a subsidiary of AIB Group plc, the Irish
banking group. Mr Nealon holds a Bachelor of Commerce degree from
University College Dublin, is a Fellow of the Institute of
Chartered Accountants in Ireland, a member of the Institute of
Taxation in Ireland and a member of the Institute of Corporate
Treasurers in the UK.
4.2. Senior Management
Dr. Mark Sumeray - Chief Medical Officer
Mark joined Amryt in September 2016 and has over 17 years'
experience in the pharmaceutical, medical devices and biotechnology
sectors, both in the US and the UK. Most recently, he spent
approximately five years as Chief Medical Officer at Aegerion, a
US-based orphan disease biotechnology company. At Aegerion, he had
clinical development, medical affairs and pharmacovigilance
responsibility for the global approval and launch of a new
treatment for a serious and rare genetic disease. Mark led clinical
and scientific interactions with health authorities globally, and
engaged at senior level with the FDA. Prior to working at Aegerion,
Mark was at Bristol-Myers Squibb, where he led the US medical
affairs team within the cardiovascular and metabolics area.
David Allmond - Chief Commercial Officer
David joined Amryt in April 2017. David has over 20 years'
experience in the pharmaceutical industry in commercial roles. He
joins the Company from Aegerion where he was President of EMEA and,
in particular, involved in the commercialisation of Lojuxta, the
drug used to treat HoFH. Prior to Aegerion, David was Corporate
Vice President of Global Marketing for Celgene Corporation where he
played a pivotal role in defining strategy for in-line brands,
lifecycle/pipeline prioritisation and providing commercial
direction for business development. He was previously responsible
for marketing and market access within Celgene for Europe, the
Middle East and Africa. Prior to that, he was Director of Sales and
Marketing Effectiveness at Amgen Ltd.
Kieran Rooney Ph.D - Vice President of Strategic Alliances and
Licencing
Kieran recently joined Amryt. Before joining Amryt, he headed a
pharmaceutical consulting company, Halo BioConsulting, focusing on
business alliances and management consulting. Prior to that, Kieran
worked as a consultant for the UK Government and held business
development roles at companies including Smith & Nephew, F2G
Limited, Pharsight Corporation, and MDS Pharma Services. Kieran is
responsible for planning and executing an integrated global
business development strategy and has over 25 years' of experience
in the biopharmaceutical industry, with significant expertise in
business development and commercial strategy.
Dr. Helen Phillips - Head of Medical Affairs
Helen joined Amryt in December 2016 and has over 20 years'
experience in large pharmaceutical, specialty and start-up
biotechnology companies. Most recently, Helen was VP of Medical
Affairs with Aegerion where she was responsible for Lojuxta in the
EMEA region. Previously Helen held similar positions at Hospira for
Biosimilars, at a Canadian biotechtechnology company Aspreva
focusing on rare diseases and at GSK where she was Head of Medical
Affairs for the global respiratory medicine development centre.
Helen has broad medical affairs leadership expertise across a broad
spectrum of therapeutic areas and in particular in rare
debilitating diseases.
5. Details of the Placing
The Placing will raise, in aggregate, EUR15.0 million (GBP13.3
million) (before commissions and expenses) through the conditional
placing of the Placing Shares at a price of 20 pence per share with
institutional and other investors. The Placing Price represents a
discount of approximately 20.4 per cent. to the Company's closing
middle market price on 20 September 2017, being the last
practicable date prior to the announcement of the Placing.
Due to the requirements of the VCT Legislation, the Company will
complete the Placing in two tranches. The VCT Placing Shares will
be issued and allotted to VCTs and will be admitted to AIM and ESM
on First Admission. The Non-VCT Placing Shares will be issued and
allotted to other investors who will not be seeking relief under
the VCT Legislation and will be admitted to AIM and ESM on Second
Admission.
The Placing Shares, when issued, will represent approximately
24.2 per cent. of the Company's Enlarged Share Capital immediately
following Admission. The Placing Shares will rank in full for all
dividends and other distributions with a record date on or after
the date of First Admission in respect of the VCT Placing Shares
and Second Admission in respect of the Non-VCT Placing Shares and
will otherwise rank pari passu in all respects with the Ordinary
Shares in issue from the date of the relevant Admission.
The Placing of the VCT Placing Shares (which is not being
underwritten) is conditional, amongst other things, upon:
a) the Placing Agreement becoming or being declared
unconditional in all respects in relation to the Placing of the VCT
Placing Shares (save for First Admission) and not having been
terminated in accordance with its terms in respect of the VCT
Placing Shares prior to First Admission;
b) the passing of the Placing Resolutions set out in the Notice of General Meeting; and
c) by 3.30 p.m. on the business day immediately prior to the
expected date of First Admission, the Company not having received
written notification from HMRC that the VCT Placing Shares will not
qualify pursuant to the VCT Legislation and the Company not having
breached certain warranties in respect of its status under the VCT
Legislation if repeated at such time;
d) Admission of the VCT Placing Shares becoming effective on or
before 8.00 a.m. on 10 October 2017 or such later date as the
Company and Shore Capital may agree, being no later than 8.00 a.m.
on 31 October 2017.
If any of the conditions are not satisfied, the VCT Placing
Shares will not be issued and all monies received will be
returned.
The Placing of the Non-VCT Placing Shares (which is not being
underwritten) is conditional, amongst other things, upon:
a) the Placing Agreement becoming or being declared
unconditional in all respects in relation to the Placing of the
Non-VCT Placing Shares (save for Second Admission) and not having
been terminated in accordance with its terms in respect of the
Non-VCT Placing Shares prior to Second Admission;
b) the passing of the Placing Resolutions set out in the Notice of General Meeting; and
c) Admission of the Non-VCT Placing Shares becoming effective on
or before 8.00 a.m. on 11 October 2017 or such later date as the
Company and Shore Capital may agree, being no later than 8.00 a.m.
on 31 October 2017.
If any of the conditions are not satisfied, the Non-VCT Placing
Shares will not be issued and all monies received will be
returned.
5.1. The Placing Agreement
Pursuant to the terms of the Placing Agreement, the Bookrunners
have conditionally agreed to use their respective reasonable
endeavours, as agents for the Company, to procure subscribers for
the Placing Shares at the Placing Price with certain institutional
and other investors.
The Placing Agreement contains customary warranties from the
Company in favour of the Bookrunners 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 the Bookrunners in relation to certain
liabilities they may incur in respect of the Placing. The
Bookrunners have the right to terminate the Placing Agreement in
certain circumstances prior to First Admission in respect of the
VCT Placing Shares and/or Second Admission in respect of the
Non-VCT Placing Shares, in particular, in the event of a material
breach of the warranties given in the Placing Agreement, the
failure of the Company to comply in any material respect with its
obligations under the Placing Agreement or the occurrence of
certain force majeure events which in Shore Capital's opinion makes
it impractical or inadvisable to continue with the Placing.
The Placing Agreement provides for payment by the Company to
each of the Bookrunners of certain commissions and fees in
connection with their appointment. The Company will bear certain
other expenses of and incidental to the Placing.
5.2. Settlement and dealings
Applications will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM and to the Irish
Stock Exchange for the Placing Shares to be admitted to ESM. It is
expected that First Admission will become effective and dealings in
the VCT Placing Shares will commence on AIM and ESM on 10 October
2017 and that Second Admission will become effective and dealings
in the Non-VCT Placing Shares will commence on AIM and ESM on 11
October 2017, subject to the passing of the Placing Resolutions at
the General Meeting.
6. Use of proceeds
The Company intends to use the net proceeds from the Placing
which are expected to be EUR15.0 million (GBP13.3 million),
together with existing cash and cash equivalents, primarily to fund
the Company's pivotal phase III clinical trial for AP101 for the
treatment of EB, the further commercialisation of Lojuxta, the
Company's existing revenue generating drug treatment for HoFH, a
rare and life threatening cholesterol disorder, the pre-launch
costs of AP101, in anticipation of a successful phase III trial,
capital expenditure to increase the manufacturing capacity for the
production of AP101 and development of AP102, the Company's early
stage asset that targets acromegaly and Cushing's disease.
The balance of the net proceeds will be utilised to fund the
Company's other current and future research and development
activities and for working capital and other general corporate
purposes. The Company may also consider in-licensing, acquiring or
investing in additional assets, product technologies or businesses,
although it has no specific commitments in this regard.
7. Irrevocable undertakings
The Company has received irrevocable undertakings to vote in
favour of the Resolutions from the Directors and certain
Shareholders who hold, or are interested in, an aggregate of
73,861,493 Ordinary Shares, representing approximately 35.5 per
cent. of the Company's current issued share capital.
8. Related party transaction
Software AG - Stiftung has agreed to subscribe for 17,727,353
Placing Shares in the Placing, which will take its aggregate
shareholding in the Company to 61,272,920 Ordinary Shares following
Admission which will constitute 22.3 per cent. of the Enlarged
Share Capital assuming no change in Software AG - Stiftung's
notified position and no other issuance of shares by the Company
between the date of this document and Admission.
The subscription for Placing Shares by Software AG - Stiftung,
constitutes a related party transaction for the purposes of Rule 13
of the AIM Rules and Rule 13 of the ESM Rules by virtue of such
person being a substantial shareholder in the Company. The
Directors consider, having consulted with SCC, the Company's
nominated adviser for the purposes of the AIM Rules and Davy, the
Company's ESM adviser for the purposes of the ESM Rules, that the
terms of the transaction are fair and reasonable in so far as its
Shareholders are concerned.
9. General Meeting
The Directors do not currently have the authority to allot all
of the Placing Shares and accordingly, the Board is seeking the
approval of Shareholders to allot the Placing Shares and to be
given a general authority to allot further Ordinary Shares (to
replace the authority granted at the 2017 AGM) at the General
Meeting. Set out at the end of this document is a notice convening
the General Meeting to be held at Holiday Inn London Mayfair, 3
Berkeley Street, Mayfair, London W1J 8NE on 9 October 2017 at 11:00
a.m., at which the Resolutions will be proposed as ordinary or
special resolutions as set out below:
1. an ordinary resolution to grant the Directors authority to
allot the Placing Shares in connection with the Placing;
2. an ordinary resolution to grant the Directors authority to
allot new Ordinary Shares up to a maximum aggregate nominal amount
of GBP916,057 which represents approximately one-third of the
Enlarged Share Capital. This authority replaces the authority
granted at the 2017 AGM;
3. a special resolution to disapply pre-emption rights granted
under the Act in respect of the allotment of the Placing Shares for
cash in connection with the Placing; and
4. a special resolution to disapply pre-emption rights under the
Act in respect of the allotment of new Ordinary Shares under the
authority granted by resolution 2 above pursuant to (i) a rights
issue or open offer or (ii) otherwise up to an aggregate nominal
amount of GBP274,817 (which represents approximately 10% of the
Enlarged Share Capital). This replaces the disapplication of
pre-emption rights granted at the 2017 AGM.
IMPORTANT NOTICE
This announcement, including the Appendix (together, the
"Announcement"), and the information contained herein is not for
release, publication or distribution, directly or indirectly, in
whole or in part, in or into or from the United States, Canada,
Australia, Japan or 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 "Restricted
Jurisdictions"). The Placing Shares have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") or under the securities laws of any state or
other jurisdiction of the United States. The Placing Shares are
being offered and sold outside the United States in offshore
transactions in compliance with Regulation S under the Securities
Act. No public offering of the Placing Shares is being made in the
United States. The Placing Shares may not be offered, sold, resold,
transferred or delivered, directly or indirectly, in or into the
United States absent registration under the Securities Act except
pursuant to an applicable exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
in compliance with the securities laws of any relevant state or
other jurisdiction of 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 Placing. This Announcement does
not constitute or form part of an offer to sell or issue or a
solicitation of an offer to buy, subscribe for or otherwise acquire
any securities in any jurisdiction including, without limitation,
the Restricted Jurisdictions or any other jurisdiction in which
such offer 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 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, Shore Capital
Stockbrokers Limited ("Shore Capital") or WG Partners LLP ("WG
Partners") or J&E Davy ("Davy") or any of their respective
directors, officers, partners, agents, employees or affiliates that
would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other publicity material
relating to such Placing 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.
This Announcement is directed at and is only being distributed
to: (A) persons in member states of the European Economic Area
(other than the United Kingdom) who are "qualified investors", as
defined in article 2.1(e) of the Prospectus Directive (Directive
2003/71/EC), as amended (the "Prospectus Directive"), (B) if in the
United Kingdom, persons who (i) have professional experience in
matters relating to investments who fall within the definition of
"investment professionals" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "FPO") or fall within the definition of "high net
worth companies, unincorporated associations etc" in article
49(2)(a) to (d) of the FPO and (ii) are "qualified investors" as
defined in section 86 of the Financial Services and Markets Act
2000, as amended ("FSMA") or (C) persons to whom it may otherwise
lawfully be communicated (each, a "Relevant Person"). No other
person should act on or rely on this Announcement and persons
distributing this Announcement must satisfy themselves that it is
lawful to do so. By accepting the terms of this Announcement, you
represent and agree that you are a Relevant Person.
This Announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this Announcement or the Placing relate is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this Announcement are for
information purposes only.
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.
No prospectus or offering document will be made available in
connection with the matters contained in this Announcement and no
such prospectus or offering document is required (in accordance
with the Prospectus Directive) to be published.
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.
Certain statements in this Announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect", "plans", "projects", "targets", "will" and
words of similar meaning, include all matters that are not
historical facts. These forward-looking statements involve known
and unknown risks, assumptions and uncertainties that could cause
the actual results of operations, financial condition, liquidity
and dividend policy and the development of the industries in which
the Company's businesses operate, amongst other things, to differ
materially from the matter expressed or implied by the
forward-looking statements. . Given those risks, assumptions and
uncertainties, prospective investors are cautioned not to place
undue reliance on forward-looking statements. Forward-looking
statements are not guarantees of future performance and speak only
as of the date of such statements and, except as required by the UK
Financial Conduct Authority ("FCA"), the London Stock Exchange, the
Central Bank of
Ireland, the Irish Stock Exchange or applicable law, the Company
undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Any indication in this Announcement of the price at which the
Ordinary Shares have been bought or sold in the past cannot be
relied upon as a guide to the future price at which the Ordinary
Shares may be bought or sold. 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.
Shore Capital and Corporate Limited, which is authorised and
regulated by the FCA, is acting as nominated adviser to the Company
for the purposes of the AIM Rules. Shore Capital, which is a member
of the London Stock Exchange and is authorised and regulated by the
FCA, is acting as joint bookrunner to the Company. Shore Capital
and Corporate Limited and Shore Capital are acting exclusively for
the Company and for no one else in connection with the Placing and
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Shore Capital and
Corporate Limited and Shore Capital or for providing advice in
relation to the Placing, or any other matters referred to in this
Announcement.
WG Partners, which is a member of the London Stock Exchange and
is authorised and regulated in by the FCA, is acting as joint
bookrunner to the Company. WG Partners is acting exclusively for
the Company and for no one else in connection with the Placing and
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of WG Partners or for
providing advice in relation to the Placing, or any other matters
referred to in this Announcement.
Davy, which is regulated in Ireland by the Central Bank of
Ireland, is acting as ESM adviser to the Company for the purposes
of the ESM Rules. Davy is acting exclusively for the Company and
for no one else in connection with the Placing and will not be
responsible to any other person for providing the protections
afforded to clients of Davy or for providing advice in relation to
the matters referred to in this Announcement.
Save for the responsibilities and liabilities, if any, of Shore
Capital and Corporate Limited, Shore Capital and WG Partners under
FSMA or the regulatory regime established thereunder, 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 Shore Capital and Corporate
Limited, Shore Capital, WG Partners, Davy or by their respective
affiliates, agents, directors, officers and employees as to, or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefor is expressly disclaimed.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM, a
market of that name operated by London Stock Exchange plc ("AIM")
and the Enterprise Securities Market, a market operated by Irish
Stock Exchange plc ("ESM").
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 (or written) 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.
This Announcement does not contain a recommendation concerning
the Placing.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED
JURISDICTIONS").
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. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND
REFERRED TO IN IT ARE DIRECTED ONLY AT PERSONS SELECTED BY SHORE
CAPITAL AND WG PARTNERS WHO ARE (A) PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA (OTHER THAN THE UNITED KINGDOM) WHO ARE
"QUALIFIED INVESTORS" FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E)
(AS AMED) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE
2003/71/EC (AS AMED) AND INCLUDES ANY RELEVANT IMPLEMENTING
DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS
DIRECTIVE"); (B) IF IN THE UNITED KINGDOM, TO PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING
WITHIN ARTICLE 19(1) OF THE FPO AND WHO FALL WITHIN THE DEFINITION
OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FPO OR FALL
WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO AND (II)
ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF FSMA; OR (C)
PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT
OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS
AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN
PLACING SHARES. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN
JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO.
The Placing Shares have not been and will not be registered
under the Securities Act or under the securities laws of any state
or other jurisdiction of the United States. The Placing Shares are
being offered and sold outside the United States in offshore
transactions in compliance with Regulation S under the Securities
Act. No public offering of the Placing Shares is being made in the
United States. The Placing Shares may not be offered, sold, resold,
transferred or delivered, directly or indirectly, in or into the
United States absent registration under the Securities Act except
pursuant to an applicable exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
in compliance with the securities laws of any relevant state or
other jurisdiction of the United States. Persons receiving this
Announcement (including custodians, nominees and trustees) must not
forward, distribute, mail or otherwise transmit it or any part of
it in or into the United States or use the United States mails,
directly or indirectly, in connection with the Placing.
This Announcement does not constitute or form part of an offer
to sell or issue or a solicitation of an offer or invitation to buy
or subscribe for or otherwise acquire any securities in any
jurisdiction including, without limitation, the Restricted
Jurisdictions or any other jurisdiction in which such offer or
solicitation is or may be unlawful. No copy or part of this
Announcement and the information contained in it may be published
or distributed, directly or indirectly, to persons in a Restricted
Jurisdiction unless permitted pursuant to an exemption under the
relevant local law or regulation in any such jurisdiction.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the Placing Shares have
not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of 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.
No action has been taken by the Company, Shore Capital and
Corporate Limited, Shore Capital, WG Partners or Davy, or any of
their respective directors, officers, partners, agents, employees
or affiliates that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
publicity material relating to such Placing 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 distributing any part of this Announcement must satisfy
themselves that it is lawful to do so. Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any action. Persons into whose
possession this Announcement comes are required by the Company,
Shore Capital and Corporate Limited, Shore Capital, WG Partners and
Davy to inform themselves about, and observe, any such
restrictions.
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.
Shore Capital and Corporate Limited, which is authorised and
regulated by the FCA, is acting as nominated adviser to the Company
for the purposes of the AIM Rules. Shore Capital, which is a member
of the London Stock Exchange and is authorised and regulated by the
FCA, is acting as joint bookrunner to the Company. Shore Capital
and Corporate Limited and Shore Capital are acting exclusively for
the Company and for no one else in connection with the Placing and
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Shore Capital and
Corporate Limited or Shore Capital or for providing advice in
relation to the Placing, or any other matters referred to in this
Announcement.
WG Partners, which is a member of the London Stock Exchange and
is authorised and regulated in by the FCA, is acting as joint
bookrunner to the Company. WG Partners is acting exclusively for
the Company and for no one else in connection with the Placing and
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of WG Partners or for
providing advice in relation to the Placing, or any other matters
referred to in this Announcement.
Davy, which is regulated in Ireland by the Central Bank of
Ireland, is acting as ESM adviser to the Company for the purposes
of the ESM Rules. Davy is acting exclusively for the Company and
for no one else in connection with the Placing and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Davy or for providing advice in
relation to the Placing, or any other matters referred to in this
Announcement.
Save for the responsibilities and liabilities, if any, of Shore
Capital and Corporate Limited, Shore Capital and WG Partners under
FSMA or the regulatory regime established thereunder or in respect
of fraudulent misrepresentation, 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 Shore Capital, WG Partners, Davy or by their
respective affiliates, agents, directors, officers and employees as
to, or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefor is expressly disclaimed.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making or accepting an oral or written offer to subscribe for
Placing Shares is deemed to have read and understood this
Announcement in its entirety (including this Appendix) and to have
given the representations, warranties, undertakings, agreements and
acknowledgements contained in this Appendix.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF
PLACING SHARES.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the Placing Agreement with
Shore Capital and Corporate Limited, Shore Capital and WG Partners.
Pursuant to the Placing Agreement, Shore Capital and WG Partners
have, subject to the terms set out in such agreement, agreed to use
reasonable endeavours, as agent of the Company, to procure Placees
for the Placing Shares. The Placing will comprise [***] VCT Placing
Shares and [***] Non-VCT Placing Shares.
Due to the requirements of legislation ("VCT Legislation")
concerning companies which are or are seeking to become approved
venture capital trusts under Part 6 of the Income Tax Act 2007
("VCTs"), the Company will complete the Placing in two tranches;
the first will be of the VCT Placing Shares which will be allotted
on First Admission and the second will be of the Non-VCT Placing
Shares which will be allotted on Second Admission.
The placing of the VCT Placing Shares is not conditional on the
issue of the Non-VCT Placing Shares and Second Admission.
Consequently if, following the issue of the VCT Placing Shares, the
conditions relating to the issue of the Non-VCT Placing Shares are
not satisfied, or the Placing Agreement is terminated in accordance
with its terms in respect of the Non-VCT Placing Shares, the
Non-VCT Placing Shares will not be issued and the Company will not
receive the related placing monies. In this situation, the Company
will not have sufficient working capital for the next 12 months and
may have to seek additional funding.
The Placing of the VCT Placing Shares is conditional, inter
alia, on the Company not having received written notification from
HMRC by 3.30 p.m. on the business day immediately prior to the
expected date of First Admission that the VCT Placing Shares will
not qualify pursuant to the VCT Legislation (namely, either that
the Company is not a qualifying holding for the purposes of Chapter
4 of Part 6 of ITA 2007 or that the VCT Placing Shares to be issued
will not be eligible shares) and the Company not having breached
certain warranties in respect of its status under the VCT
Legislation (including that the aggregate gross assets of the
Company will be less than GBP15 million immediately before and less
than GBP16 million immediately after First Admission) if repeated
at such time (the "VCT Condition"). If such a notification is
received or such warranties are breached when repeated, the VCT
Placing Shares will not be issued. However, the Placing of the
Non-VCT Placing Shares will be unaffected and will proceed (subject
to the Placing Agreement not having been terminated or failing to
become unconditional in respect of the Non-VCT Placing Shares prior
to Second Admission).
This Appendix gives details of the terms and conditions of, and
the mechanics for participation in, the Placing. The Placing is not
underwritten.
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 each other and with the existing
ordinary shares in the capital of the Company (the "Ordinary
Shares"), including the right to receive all dividends and other
distributions declared, made or paid in respect of the Ordinary
Shares after the date of issue of the Placing Shares.
The Placing Shares will be issued free of any encumbrance, lien
or other security interest.
Applications for Admission
Applications will be made to London Stock Exchange plc and Irish
Stock Exchange plc for admission to trading of the Placing Shares
on AIM and ESM respectively.
First Admission in respect of the VCT Placing Shares is expected
to become effective on or around 10 October 2017 (or such later
date as Shore Capital may agree with the Company, not being later
than 8.00 a.m. on 31 October 2017) and dealings in the VCT Placing
Shares are expected to commence on the same day.
Second Admission in respect of the Non-VCT Placing Shares is
expected to become effective on or around 11 October 2017 (or such
later date as Shore Capital may agree with the Company, not being
later than 8.00 a.m. on 31 October 2017) and dealings in the
Non-VCT Placing Shares are expected to commence on the same
day.
Principal terms of the Placing
1 Shore Capital and WG Partners are acting as joint bookrunners
and as agent of the Company in connection with the Placing 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 by Shore Capital or WG
Partners to participate. Shore Capital and WG Partners and any of
their affiliates are entitled to participate in the Placing as
principal.
3 The price per Placing Share (the "Placing Price") is a price
of 20 pence and is payable to Shore Capital (as agent for the
Company) by all Placees. No commissions will be paid to Placees or
by the Placees in respect of any Placing Shares.
4 Each prospective Placee's allocation will be determined by
Shore Capital in its absolute discretion following consultation
with the Company and will be confirmed orally or in writing (which
includes email) by Shore Capital to such Placees, and a trade
confirmation/contract note will be dispatched as soon as
practicable thereafter and the terms and conditions of this
Appendix will be deemed incorporated into the trade
confirmation/contract note.
5 Shore Capital's confirmation (as described above) to any
person of an allocation of Placing Shares will give rise to an
immediate, irrevocable, legally binding commitment by that person
(who at that point becomes a Placee), in favour of Shore Capital
and the Company, under which it agrees to acquire the number of
Placing Shares allocated to it and to pay to Shore Capital (or as
Shore Capital may direct) in cleared funds an amount equal to the
product of the Placing Price and the Placing Shares allocated to it
on the terms and subject to the conditions set out in this Appendix
and in accordance with the Company's articles of association and
all applicable laws. Except with Shore Capital's consent, such
commitment will not be capable of variation or revocation after the
time at which it is submitted.
6 Shore Capital may choose to accept bids, either in whole or in
part, on the basis of allocations determined at their discretion
(in agreement with the Company) and may scale down any bids for
this purpose on such basis as it may determine. Shore Capital may
also, subject to the prior consent of the Company, allocate the
Placing Shares after the time of any initial allocation to any
person submitting a bid after time.
7 Except as required by law or regulation, no press release or
other Announcement will be made by Shore Capital or the Company
using the name of any Placee (or its agent) in its capacity as
Placee (or agent) other than with such Placee's prior written
consent.
8 Irrespective of the time at which the Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time on the basis explained below
under "Registration and Settlement".
9 Certain obligations under the Placing will be subject to the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Rights to terminate under the Placing Agreement".
10 By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
11 To the fullest extent permissible by law and applicable FCA
rules, neither: (a) Shore Capital nor WG Partners (b) any of their
affiliates, agents, directors, officers, consultants of employees
nor (c) to the extent not contained within (a) or (b) any person
connected with Shore Capital or WG Partners as defined in FSMA ((b)
and (c) being together "Affiliates" and individually an "Affiliate"
of Shore Capital or WG Partners) shall have any liability
(including to the extent permissible by law, any fiduciary duties)
to Placees or to any other person other than the Company whether
acting on behalf of a Placee or otherwise. In particular neither
Shore Capital nor WG Partners nor any of their affiliates shall
have any liability (including, to the extent permissible by law,
any fiduciary duties) in respect of Shore Capital's or WG Partners'
conduct of the Placing or of such alternative method of effecting
the Placing as Shore Capital, WG Partners and the Company may
agree.
Conditions of the Placing
The Placing of the VCT Placing Shares is conditional upon the
Placing Agreement becoming unconditional in all respects in
relation to the Placing of the VCT Placing Shares and not having
been terminated in accordance with its terms in respect of the VCT
Placing Shares. The Placing of the Non-VCT Placing Shares is
conditional upon the Placing Agreement becoming unconditional in
all respects in relation to the Placing of the Non-VCT Placing
Shares and not having been terminated in accordance with its terms
in respect of the Non-VCT Placing Shares.
The obligations of Shore Capital and WG Partners under the
Placing Agreement in respect of the VCT Placing Shares are
conditional, inter alia, on:
1 the Company having complied with its obligations under the
Placing Agreement to the extent that such obligations are required
to be performed prior to First Admission;
2 the resolutions necessary to effect the Placing of the Placing
Shares being passed without amendment at the General Meeting of the
Company;
3 the VCT Condition having been satisfied;
4 the Company delivering, by no later than 3.30 p.m. on the
business day immediately prior to the expected date of First
Admission, to Shore Capital and WG Partners, a certificate
confirming, inter alia, that none of the warranties given by the
Company in the Placing Agreement was untrue, inaccurate or
misleading when made or would be breached or be untrue, inaccurate
or misleading were it to be repeated by reference to the facts and
circumstances subsisting on the date of the certificate; and
5 First Admission having become effective at or before 8.00 am
on 10 October 2017 (or such later date, not being later than 31
October 2017, as the Company and Shore Capital may agree).
If the VCT Condition is not fulfilled, the Placing of the VCT
Placing Shares will not proceed; however, the Placing of the
Non-VCT Placing Shares will be unaffected and will proceed (subject
to the Placing Agreement not having been terminated or failing to
become unconditional in respect of the Non-VCT Placing Shares prior
to Second Admission).
The obligations of Shore Capital and WG Partners under the
Placing Agreement in respect of the Non-VCT Placing Shares are
conditional, inter alia, on:
1. the Company having complied with its obligations under the
Placing Agreement to be performed prior to Second Admission;
2. the resolutions necessary to effect the Placing of the
Placing Shares being passed without amendment at the General
Meeting of the Company;
3. the Company delivering, by no later than 3.30 p.m. on the
business day immediately prior to the expected date of Second
Admission, to Shore Capital and WG Partners, a certificate
confirming, inter alia, that none of the warranties given by the
Company in the Placing Agreement was untrue, inaccurate or
misleading when made or would be breached or be untrue, inaccurate
or misleading were it to be repeated by reference to the facts and
circumstances subsisting on the date of the certificate; and
4. Second Admission having become effective at or before 8.00 am
on 11 October 2017 (or such later date, not being later than 31
October 2017, as the Company and Shore Capital may agree).
If (a) any of the conditions to the Placing of the VCT Placing
Shares are not fulfilled (or to the extent permitted under the
Placing Agreement waived by Shore Capital) by the relevant time or
date specified in the Placing Agreement, or (b) the Placing
Agreement is terminated in respect of the Placing of the VCT
Placing Shares in the circumstances specified below, the Placing of
the VCT Placing Shares will lapse and each relevant Placee's rights
and obligations hereunder shall cease and terminate at such time
and no claim may be made by a relevant Placee in respect
thereof.
If (a) any of the conditions to the Placing of the Non-VCT
Placing Shares are not fulfilled (or to the extent permitted under
the Placing Agreement waived by Shore Capital) by the relevant time
or date specified in the Placing Agreement, or (b) the Placing
Agreement is terminated in respect of the Placing of the Non-VCT
Placing Shares in the circumstances specified below, the Placing of
the Non-VCT Placing Shares will lapse and each relevant Placee's
rights and obligations hereunder shall cease and terminate at such
time and no claim may be made by a relevant Placee in respect
thereof.
Neither the Company, Shore Capital nor WG Partners or any of
their Affiliates shall have any liability to any Placees (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 in the Placing Agreement 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 Shore
Capital.
Shore Capital may waive compliance by the Company with the whole
or any part of any of the Company's obligations in relation to the
conditions in the Placing Agreement. Any such extension or waiver
will not affect Placees' commitments as set out in this
Announcement.
By participating in the Placing, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described below under "Rights to terminate under the
Placing Agreement" and will not be capable of rescission or
termination by the Placee.
Rights to terminate under the Placing Agreement
Shore Capital may (acting in good faith) at any time before
First Admission in respect of the Placing of the VCT Placing Shares
or Second Admission in respect of the Placing of the Non-VCT
Placing Shares, terminate Shore Capital's and WG Partners'
obligations under the Placing Agreement in respect of the Placing
of the VCT Placing Shares and/or the Non-VCT Placing Shares, as
applicable, by giving notice to the Company if, inter alia:
1 any statement contained in this Announcement, or certain of
the other documents delivered in relation to the Placing, has been
discovered to be untrue, incorrect or misleading in any respect
which Shore Capital considers, acting in good faith, is materially
adverse in the context of the Placing; or
2 there has been a breach of any of the warranties or any other
obligation of the Company under the Placing Agreement which Shore
Capital considers, acting in good faith, is materially adverse in
the context of the Placing; or
3 an event has occurred or a matter has arisen on or after the
date of the Placing Agreement and before the First Admission or
Second Admission (as applicable) which if it had occurred or arisen
before the date of the Placing Agreement would have rendered any of
the warranties untrue or incorrect, which Shore Capital considers,
acting in good faith, to be materially adverse in the context of
the Placing; or
4 any of the conditions set out in the Placing Agreement (other
than in respect of the Placing of the Non-VCT Placing Shares, the
VCT Condition) shall have become incapable of fulfilment before the
latest time provided according to the terms of the Placing
Agreement and has not been waived according to the terms of the
Placing Agreement; or
5 there has been: a general moratorium on commercial banking
activities in London declared by the relevant authorities or a
material disruption in commercial banking or securities settlement
or clearance services in the United Kingdom; the declaration,
outbreak, escalation or threatening of war or other hostilities, or
the occurrence of any acts of terrorism, involving the United
Kingdom or the declaration by the United Kingdom of a national
emergency; a material change in taxation adversely affecting the
Company or its prospects or the Placing; any other occurrence of
any kind which (by itself or together with any other such
occurrence) in the opinion of Shore Capital, acting in good faith,
is likely to materially and adversely affect the market's
perception of the Company or the financial position or trading
position or prospects of the Company; or any other crisis of
international or national effect or any change in any currency
exchange rates or controls or in any financial, political, economic
or market conditions or in market sentiment or any other calamity
or crisis which, in any case, in the opinion of Shore Capital,
acting in good faith, is materially adverse to the Placing, which
Shore Capital considers in good faith makes it impractical or
inadvisable to continue with the Placing.
By participating in the Placing, each Placee agrees with Shore
Capital that the exercise by Shore Capital of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of Shore Capital (acting in good
faith) and that Shore Capital will not need to make any reference
to the Placees in this regard and that to the fullest extent
permitted by law Shore Capital and the Company (or the Company's
directors, officers or employees) shall not have any liability
whatsoever to the Placees in connection with any such exercise.
No prospectus
No offering document or prospectus has been or will be prepared,
submitted or approved by the FCA or the Central Bank of Ireland (or
any other authority) in relation to the Placing and no such
offering document or prospectus is required to be published and
Placees' commitments will be made solely on the basis of the
information contained in this Announcement and any information
previously published by or on behalf of the Company by notification
to a Regulatory Information Service and subject to the further
terms set forth in the contract note to be provided to individual
prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement and the publicly available
information released by or on behalf of the Company prior to this
Announcement is exclusively the responsibility of the Company and
confirms to Shore Capital, WG Partners and the Company that it has
neither received nor relied on any information, representation,
warranty or statement made by or on behalf of the Company (other
than publicly available information), Shore Capital or WG Partners
(other than the amount of the relevant Placing participation in the
oral or written confirmation given to Placees and the trade
confirmation/contract note referred to below) or any of its
Affiliates, any persons acting on its behalf or the Company and
neither Shore Capital nor WG Partners nor any of their respective
Affiliates, any persons acting on their behalf, nor the Company
will be liable for the decision of any Placee to participate in the
Placing based on any other information, representation, warranty or
statement which the Placee may have obtained or received
(regardless of whether or not such information, representation,
warranty or statement was given or made by or on behalf of any such
persons).
By participating in the Placing, each Placee acknowledges to and
agrees with the Company, Shore Capital and WG Partners that, except
in relation to the information contained in this Announcement, it
has relied on its own investigation of the business, financial or
other position of the Company in deciding to participate in the
Placing. Nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN
GB00BDD1LS57 and SEDOL BDD1LS5) following the relevant Admission
will take place within the CREST system, subject to certain
exceptions. Shore Capital reserves the right to require settlement
for and delivery of the Placing Shares to Placees by such other
means that they deem necessary, if delivery or settlement is not
possible or practicable within the CREST system within the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation/contract note in accordance with the standing
arrangements in place with Shore Capital stating the number of
Placing Shares allocated to it, the Placing Price, the aggregate
amount owed by such Placee to Shore Capital and settlement
instructions. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in
accordance with either the standing CREST or certificated
settlement instructions that it has in place with Shore Capital or
as set out in the trade confirmation/contract note.
It is expected that settlement will be on 10 October 2017 in
respect of the VCT Placing Shares and on 11 October 2017 in respect
of the Non-VCT Placing Shares, in accordance with the instructions
set out in the trade confirmation/contract note.
A Placee's entitlement to receive any Placing Shares under the
Placing will be conditional on Shore Capital's receipt of payment
in full for such Placing Shares by the relevant time to be stated
in the trade confirmation/contract note referred to above, or by
such later time and date as Shore Capital and the Company may in
their absolute discretion determine, or otherwise in accordance
with the trade confirmation/contract note.
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 3 percentage points above the base rate of
0.25%.
Each Placee is deemed to agree that if it does not comply with
these obligations: (i) the Company may release itself (if it
decides in its absolute discretion to do so) and will be released
from all obligations it may have to issue any such Placing Shares
to such Placee or at its direction which are then unissued; (ii)
the Company may exercise all rights of lien, forfeiture and set-off
over and in respect of any Placing Shares to the fullest extent
permitted under its articles of association or otherwise by law and
to the extent that such Placee then has any interest in or rights
in respect of any Placing Shares; (iii) the Company or Shore
Capital may sell (and both of them is irrevocably authorised by
such Placee to do so) all or any Placing Shares on such Placee's
behalf and then retain from the proceeds, for the account and
benefit of the Company or, where applicable, Shore Capital(a) 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 Placing
Shares, (b) any amount required to cover any stamp duty or stamp
duty reserve tax (together with any interest or penalties) arising
on the sale of such Placing Shares on such Placee's behalf, and (c)
any amount required to cover dealing costs and/or commissions
necessarily or reasonably incurred by it in respect of such sale;
and (iv) such Placee shall remain liable to the Company (and to
Shore Capital as applicable) for the full amount of any losses or
shortfall and of any costs which it may suffer or incur as a result
of it (a) not receiving payment in full for such Placing Shares by
the required time, and/or (b) the sale of any such Placing Shares
to any other person at whatever price and on whatever terms
actually obtained for such sale by or for it.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the trade
confirmation/contract note is copied and delivered immediately to
the relevant person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to stamp duty or stamp duty
reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither Shore Capital nor the Company
shall be responsible for the payment thereof. Placees will not be
entitled to receive any fee or commission in connection with the
Placing.
Representations and warranties
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf):
1 represents and warrants that it has read and understood this
Announcement in its entirety (including this Appendix) and
acknowledges that its participation in the Placing and the issue of
the Placing Shares will be governed by the terms and conditions of
the Placing as referred to and included in this Announcement
(including this Appendix);
2 acknowledges that the VCT Placing Shares will be allotted on
First Admission and that the placing of the VCT Placing Shares is
not conditional on the issue of the Non-VCT Placing Shares and
Second Admission. Consequently if, following the issue of the VCT
Placing Shares, the conditions relating to the issue of the Non-VCT
Placing Shares are not satisfied, or the Placing Agreement is
terminated in accordance with its terms in respect of the Non-VCT
Placing Shares, the Non-VCT Placing Shares will not be issued and
the Company will not receive the related placing monies. In this
situation, the Company will not have sufficient working capital for
the next 12 months and may have to seek additional funding;
3 acknowledges that no prospectus or offering document has been
or will be prepared in connection with the Placing or is required
under the Prospectus Directive and that it has not received and
will not receive a prospectus or other offering document in
connection with the Placing or the Placing Shares;
4 acknowledges that the Ordinary Shares are admitted to trading
on AIM and the ESM market of the Irish Stock Exchange and the
Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules, the ESM
Rules and the EU Market Abuse Regulation (2014/596/EU) ("MAR")
(collectively "Exchange Information"), which includes a description
of the nature of the Company's business and the Company's most
recent balance sheet and profit and loss account and that it is
able to obtain or access such information or comparable information
concerning any other publicly traded company without undue
difficulty;
5 represents and warrants that it has made its own assessment of
the Company, the Placing Shares and the terms and conditions of the
Placing and has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Placing and has satisfied itself that the
information is still current;
6 agrees to indemnify on an after-tax basis and hold harmless
each of the Company, Shore Capital, WG Partners, its Affiliates and
any person acting on their behalf from any and all costs, claims,
liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach by it of the
representations, warranties, acknowledgements, agreements and
undertakings in this Announcement including this Appendix and
further agrees that the provisions of this Announcement including
this Appendix shall survive after completion of the Placing;
7 acknowledges that neither Shore Capital nor WG Partners nor
any of their Affiliates nor any person acting on their behalf has
provided, and will not provide it with, any material or information
regarding the Placing Shares or the Company; nor has it requested
Shore Capital, WG Partners nor any of their respective Affiliates
nor any person acting on their behalf to provide it with any such
material or information;
8 acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that neither
Shore Capital nor WG Partners nor any of their respective
Affiliates nor any person acting on their behalf will be
responsible for or shall have any liability for any information,
representation or statement relating to the Company contained in
this Announcement or any information previously published by or on
behalf of the Company and neither Shore Capital nor WG Partners nor
any of their respective Affiliates nor any person acting on its
behalf will be liable for any Placee's decision to participate in
the Placing based on any information, representation or statement
contained in this Announcement or otherwise. Each Placee further
represents, warrants and agrees that the only information on which
it is entitled to rely and on which such Placee has relied in
committing to subscribe for Placing Shares is the information
contained in this Announcement and any Exchange Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and that it has relied on
its own investigation with respect to the Placing Shares and the
Company in connection with its decision to subscribe for Placing
Shares and acknowledges that it is not relying on any investigation
that Shore Capital nor WG Partners nor any of their respective
Affiliates or any person acting on their behalf may have conducted
with respect to the Placing Shares or the Company and none of such
persons has made any representations to it, express or implied,
with respect thereto;
9 acknowledges that it has sufficient knowledge and experience
in financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for
Placing Shares. It further acknowledges that it is experienced in
investing in securities of this nature and is aware that it may be
required to bear, and is able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the Placing and
it will not look to the Company, Shore Capital, WG Partners or any
of their respective affiliates or any person acting on their behalf
for all or part of any such loss or losses it or they may suffer.
It has had sufficient time to consider and conduct its own
investigation with respect to the offer and subscription for
Placing Shares, including the tax, legal and other economic
considerations, and has relied upon its own examination and due
diligence of the Company and its affiliates taken as a whole, and
the terms of the Placing, including the merits and risks
involved;
10 represents and warrants that it has not relied on any
confidential price sensitive information concerning the Company in
making its investment decision to participate in the Placing and is
not purchasing the Placing Shares on the basis of material
non-public information;
11 represents and warrants that it has the funds available to
pay for the Placing Shares it has agreed to subscribe for and
acknowledges, agrees and undertakes that it will pay the total
subscription amount in accordance with the terms of this
Announcement on the due time and date set out herein, failing which
the relevant Placing Shares may be placed with other Placees or
sold at such price as Shore Capital determines without any
liability to the Placees. It will, however, remain liable for any
shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear any
stamp duty or stamp duty reserve tax (together with any interest or
penalties) due pursuant to the terms set out or referred to in this
Announcement which may arise upon the sale of such Placee's Placing
Shares on its behalf;
12 acknowledges that it has not relied on any information
relating to the Company contained in any research reports prepared
by Shore Capital or WG Partners nor any of their Affiliates, nor
any person acting on their or any of their Affiliates behalf and
understands that (i) neither Shore Capital nor WG Partners nor any
of their Affiliates nor any of their Affiliates nor any person
acting on their behalf has or shall have any liability for public
information or any representation; (ii) neither Shore Capital nor
WG Partners nor any of their Affiliates, nor any person acting on
their or any of their Affiliates behalf, has or shall have any
liability for any additional information that has otherwise been
made available to such Placee, whether at the date of this
Announcement or otherwise and (iii) neither Shore Capital nor WG
Partners nor any of their Affiliates, nor any person acting on
their behalf makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of such
information, whether at the date of this Announcement or
otherwise;
13 represents and warrants that (i) it is entitled to acquire
Placing Shares under the laws and regulations of all relevant
jurisdictions which apply to it; (ii) it has fully observed such
laws and regulations and obtained all such governmental and other
guarantees and other consents and authorities (including, without
limitation, in the case of any person on whose behalf it is acting,
all necessary consents and authorities to agree to the terms set
out or referred to in this Announcement including this Appendix)
which may be required thereunder and has complied with all
necessary formalities; (iii) it has all necessary capacity and
authority and is entitled to commit to participate in the Placing
and to perform its obligations in relation thereto and will honour
such obligations; (iv) it has paid any issue, transfer or other
taxes due in connection with its participation in the Placing in
any territory; (v) it has not taken any action which will or may
result in the Company, Shore Capital nor WG Partners nor any of
their Affiliates, nor any person acting on their or any of their
Affiliates behalf to be in breach of the legal and/or regulatory
requirements of any territory in connection with the Placing and
(iv) if it is a pension fund or investment company it is aware of
and acknowledges that it is required to comply with all applicable
laws and regulations with respect to its subscription for Placing
Shares;
14 represents and warrants that (i) the Placing Shares have not
been and will not be registered under the Securities Act or with
any state or other jurisdiction of the United States, nor approved
or disapproved by the US Securities and Exchange Commission, any
state securities commission in the United States or any other
United States regulatory authority, (ii) it is aware of the
restrictions on the offer, sale and transfer of the Placing Shares
pursuant to Regulation S and acknowledges that the Company shall
not recognise any offer, sale, pledge or other transfer of the
Placing Shares made other than in compliance with the above stated
restrictions, and it will not offer, sell, transfer or deliver,
directly or indirectly, any Placing Shares in or into the United
States other than pursuant to an effective registration under the
Securities Act or in a transaction exempt from, or not subject to,
the registration requirements thereunder and in compliance with any
applicable securities laws of any state or other jurisdiction of
the United States, (iii) it and the person, if any, for whose
account or benefit the purchaser is acquiring the Placing Shares,
is and continues to be outside of the United States and has not
purchased the Placing Shares for the account or benefit of any
person in the United States or entered into any arrangement for the
transfer of the Placing Shares or any economic interest therein to
any person in the United States, (iv) it is not an affiliate of the
Company or a person acting on behalf of such affiliate, (v) the
Placing Shares have not been offered to it by means of any
"directed selling efforts" as defined in Regulation S, (v) it is
acquiring the Placing Shares in an offshore transaction meeting the
requirements of Regulation S under the Securities Act and (vi) if
it is acquiring the Placing Shares as a fiduciary or agent for one
or more accounts, it has sole investment discretion with respect to
each such account and has full power to make the foregoing
acknowledgements, representations and agreements on behalf of such
account;
15 represents and warrants that it is not, and any person who it
is acting on its behalf is not, and at the time the Placing Shares
are subscribed will not be, a resident of, or with an address in
any Restricted Jurisdiction, and it acknowledges and agrees that
the Placing Shares have not been and will not be registered or
otherwise qualified under the securities legislation of any
Restricted Jurisdiction and may not be offered, sold, or acquired,
directly or indirectly, within those jurisdictions;
16 represents and warrants that, if it is a financial
intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, the Placing Shares purchased by it in the
Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale
to, persons in a member state of the European Economic Area ("EEA")
which has implemented the Prospectus Directive other than
"qualified investors" as defined in Article 2.1(e) of the
Prospectus Directive, or in circumstances in which the prior
consent of Shore Capital has been given to the offer or resale;
17 represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to the public in the
United Kingdom or any member state of the EEA 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 in and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
FSMA or an offer to the public in any other member state of the EEA
within the meaning of the Prospectus Directive (which includes any
relevant implementing measure in any Member State of the EEA);
18 represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of FSMA) relating to the
Placing Shares in circumstances in which it is permitted to do so
pursuant to section 21 of FSMA and it acknowledges and agrees that
this Announcement has not been approved by Shore Capital or WG
Partners in its capacity as an authorised person under section 21
of FSMA and it may not therefore be subject to the controls which
would apply if it was made or approved as financial promotion by an
authorised person;
19 represents and warrants that it is aware of and has complied
and will comply with all applicable provisions of FSMA with respect
to anything done by it in relation to the Placing Shares in, from,
or otherwise involving the United Kingdom;
20 represents and warrants that it is aware of and has complied
with its obligations in connection with money laundering and
terrorist financing under the Criminal Justice Act 1993, the
Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000,
the Terrorism Act 2006, the Antiterrorism Crime and Security Act
2001, the Money Laundering Regulations (2007) (the "Regulations")
and the Money Laundering Sourcebook of the FCA and, if it is 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;
21 if in a Member State of the EEA, represents and warrants that
it is a "Qualified Investor" within the meaning of Article 2(1)(e)
of the Prospectus Directive;
22 if in the United Kingdom, represents and warrants that it is
a person of a kind described in (i) Article 19(5) (Investment
Professionals) and/or 49(2) (high net worth companies etc.) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended ("FPO") and/or in another exemption under the FPO
and/or is an authorised person as defined in section 31 of FSMA;
and (ii) section 86(7) of FSMA ("Qualified Investor"), being a
person falling within Article 2.1(e) of the Prospectus Directive.
For such purposes, it undertakes that it will acquire, hold, manage
and (if applicable) dispose of any Placing Shares that are
allocated to it for the purposes of its business only;
23 represents and warrants that it has not been engaged to
subscribe for the Placing Shares on behalf of any other person who
is not a Qualified Investor unless the terms on which it is engaged
enable it to make decisions concerning the acceptance of offers of
transferable securities on the client's behalf without reference to
the client as described in section 86(2) of FSMA;
24 represents and warrants that it has not offered and will not
offer or sell any Placing Shares to persons in the EEA prior to
Second Admission 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 Directive (including any relevant
implementing measure in any member state);
25 represents and warrants that its participation in the Placing
would not give rise to an offer being required to be made by it or
any person with whom it is acting in concert pursuant to Rule 9 of
the City Code on Takeovers and Mergers;
26 undertakes that it (and any person acting on its behalf) will
pay for the Placing Shares acquired by it in accordance with this
Announcement on the due time and date set out in this Announcement
or any trade confirmation/contract note issued pursuant to this
Announcement against delivery of such Placing Shares to it, failing
which the relevant Placing Shares may be placed with other Placees
or sold as either Shore Capital or WG Partners or the Company may,
in their absolute discretion, determine and it will remain liable
for any shortfall of the net proceeds of such sale below the
Placing proceeds of such Placing Shares and may be required to bear
any costs, commissions, stamp duty or stamp duty reserve tax
(together with any interest or penalties due pursuant to the terms
set out or referred to in this Announcement) which may arise upon
the sale of such Placee's Placing Shares on its behalf;
27 acknowledges that if it has received any confidential price
sensitive information about the Company in advance of the Placing,
it has received such information within the market soundings regime
provided for in article 11 of MAR and associated delegated
regulations/legislation and has 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;
28 acknowledges that neither Shore Capital nor WG Partners, nor
any of their respective Affiliates nor any person acting on their
behalf is making any recommendations to it or advising it regarding
the suitability or merits of any transaction it may enter into in
connection with the Placing, and that neither Shore Capital nor WG
Partners, nor any of their respective Affiliates nor any person
acting on their behalf has any duties or responsibilities to it for
providing advice in relation to the Placing or in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement or for the exercise or performance of any
of Shore Capital's and WG Partner's rights and obligations
thereunder, including any right to waive or vary any condition or
exercise any termination right contained therein;
29 acknowledges that it irrevocably appoints any member of Shore
Capital as its agent for the purposes of executing and delivering
to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares agreed to be taken up by it under the Placing;
30 represents and warrants that any person who confirms to Shore
Capital on behalf of a Placee an agreement to subscribe for Placing
Shares and/or who authorises Shore Capital to notify the Placee's
name to the Company's registrar, has authority to do so on behalf
of the Placee;
31 acknowledges that the agreement to settle each Placee's
allocation of Placing Shares (and/or the allocation of a person for
whom it is contracting as agent) free of stamp duty and stamp duty
reserve tax depends on the settlement relating only to an
acquisition by it and/or such person direct from the Company of the
Placing Shares in question. Such agreement 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 were any such
arrangements, or the settlement related to other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor Shore Capital nor WG
Partners will be responsible. If this is the case, the Placee
should take its own advice and notify Shore Capital or WG Partners
accordingly;
32 represents and warrants that it, or the person specified by
it for registration as a holder of the Placing Shares, 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), if
any, payable on acquisition of any of the Placing Shares or the
agreement to subscribe for the Placing Shares and acknowledges and
agrees that none of Shore Capital nor WG Partners, the Company, any
of their respective Affiliates or any person acting on behalf of
them will be responsible for any liability to stamp duty or stamp
duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing, and agrees to
indemnify the Company and Shore Capital on an after--tax basis in
respect of the same, on the basis that the Placing Shares will be
allotted to the CREST stock account of Shore Capital who will hold
them as nominee on behalf of such Placee until settlement in
accordance with its standing settlement instructions;
33 acknowledges that it shall (or shall procure that its nominee
shall, as appropriate) make notification to the Company of the
interests in Ordinary Shares in accordance with Chapter 5 of the
Disclosure and Transparency Rules, to be received by the Company
within two business days of becoming the holder of Placing
Shares;
34 acknowledges that in order to ensure compliance with the
Money Laundering Regulations 2007, Shore Capital (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 Shore Capital or the Company's registrars,
as applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at Shore Capital's
absolute discretion or, where appropriate, delivery of the Placing
Shares to it in uncertificated form, may be retained at Shore
Capital's or the Company's registrars', as the case may be,
absolute discretion. If within a reasonable time after a request
for verification of identity Shore Capital (for itself and as agent
on behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, Shore Capital 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;
35 acknowledges that when a Placee or any person acting on
behalf of the Placee is dealing with Shore Capital, any money held
in an account with Shore Capital 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 FSMA. The Placee acknowledges that the money
will not be subject to the protections conferred by the client
money rules; as a consequence, this money will not be segregated
from Shore Capital's money in accordance with the client money
rules and will be used by Shore Capital in the course of its
business; and the Placee will rank only as a general creditor of
Shore Capital;
36 acknowledges and understands that the Company, Shore Capital
and others will rely upon the truth and accuracy of the foregoing
agreements, acknowledgements, representations, warranties,
agreements and undertakings which are given to each of Shore
Capital and WG Partners, on its own behalf and on behalf of the
Company, are irrevocable;
37 acknowledges that time is of the essence as regard its obligations in respect of its participation in the Placing under these terms and conditions;
38 acknowledges that the basis of allocation will be determined
by Shore Capital in its absolute discretion in consultation with
the Company. The right is reserved to reject in whole or in part
and/or scale back any participation in the Placing;
39 irrevocably authorises the Company, Shore Capital and/or WG
Partners 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 in this Announcement;
40 acknowledges that its commitment to subscribe for Placing
Shares on the terms set out in this Announcement including this
Appendix will continue notwithstanding any amendment that may in
future be made to the terms of the Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's conduct of the Placing;
41 acknowledges that Shore Capital and WG Partners may, and
their affiliates acting as an investor for its or their own
account(s) may, subscribe for and/or purchase Placing Shares and,
in that capacity may retain, purchase, offer to sell or otherwise
deal for its or their own account(s) in the Placing Shares, any
other securities of the Company or other related investments in
connection with the Placing or otherwise. Accordingly, references
in this Announcement to the Placing Shares being offered,
subscribed, acquired or otherwise dealt with should be read as
including any offer to, or subscription, acquisition or dealing by,
Shore Capital and /or WG Partners and/or any of their respective
affiliates acting as an investor for its or their own account(s).
Neither nor the Company intend to disclose the extent of any such
investment or transaction otherwise than in accordance with any
legal or regulatory obligation to do so;
42 acknowledges that no action has been or will be taken by the
Company, Shore Capital or WG Partners or any person acting on their
behalf that would, or is intended to, permit a public offer of the
Placing Shares in any country or jurisdiction where any such action
for that purpose is required;
43 acknowledges that that its allocation (if any) of Placing
Shares will represent a maximum number of Placing Shares to which
it will be entitled, and required, to subscribe for, and that Shore
Capital 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;
44 acknowledges that its participation in the Placing, these
terms and conditions and any contractual or non-contractual
obligations arising out of, or in relation thereto, shall be
governed by and construed in accordance with English law and that
the courts of England shall have exclusive jurisdiction to hear and
decide any proceedings which may arise out of or in connection with
these terms and conditions, except that enforcement proceedings in
respect of the Placee's obligation to make payment for the Placing
Shares (together with any interest chargeable thereon) may be taken
by Shore Capital, WG Partners or the Company in any jurisdiction;
and
45 represents and warrants that it is acting as principal only
in respect of the Placing or, if it is acting for any other person:
(i) it is duly authorised to do so and has full power to make, and
does make, the acknowledgements, representations and agreements
herein on behalf of each such person; and (ii) it is and will
remain liable to Shore Capital, WG Partners and the Company for all
its obligations as a Placee in respect of the Placing (regardless
of the fact that it is acting for another person).
The acknowledgements, agreements, undertakings, representations
and warranties referred to above are given to each of the Company,
Shore Capital and WG Partners (for its own benefit and, where
relevant, the benefit of its Affiliates) and any person acting on
their behalf and are irrevocable.
No claim shall be made against the Company, Shore Capital, WG
Partners or Davy or their respective Affiliates or any other person
acting on behalf of any of such persons by a Placee to recover any
damage, cost, charge or expense which it may suffer or incur by
reason of or arising from the carrying out by it of the work to be
done by it pursuant to this Announcement or the performance of its
obligations pursuant to this Announcement or otherwise in
connection with the Placing.
No UK stamp duty or stamp duty reserve tax should be payable to
the extent that the Placing Shares are issued or transferred (as
the case may be) into CREST to, or to the nominee of, a Placee who
holds those shares beneficially (and not as agent or nominee for
any other person) within the CREST system and registered in the
name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a
depositary receipts system or a clearance service or to hold the
Placing Shares as agent or nominee of a person to whom a depositary
receipt may be issued or who will hold the Placing Shares in a
clearance service, or any arrangements subsequently to transfer the
Placing Shares, may give rise to stamp duty and/or stamp duty
reserve tax, for which neither the Company nor Shore Capital nor WG
Partners will be responsible and the Placee to whom (or on behalf
of whom, or in respect of the person for whom it is participating
in the Placing as an agent or nominee) the allocation, allotment,
issue or delivery of Placing Shares has given rise to such stamp
duty or stamp duty reserve tax undertakes to pay such stamp duty or
stamp duty reserve tax forthwith and to indemnify on an after-tax
basis and to hold harmless the Company and Shore Capital and WG
Partners in the event that either of the Company and/or Shore
Capital and/or WG Partners has incurred any such liability to stamp
duty or stamp duty reserve tax.
In addition, Placees should note that they will be liable for
any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the UK by them or any other person on the
acquisition by them of any Placing Shares or the agreement by them
to acquire any Placing Shares.
All times and dates in this Announcement may be subject to
amendment. Shore Capital shall notify the Placees and any person
acting on behalf of the Placees of any such changes.
This Announcement has been issued by the Company and is the sole
responsibility of the Company.
The rights and remedies of Shore Capital and WG Partners and the
Company under these terms and conditions are in addition to any
rights and remedies which would otherwise be available to each of
them and the exercise or partial exercise or partial exercise of
one will not prevent the exercise of others.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
All times and dates in this Announcement may be subject to
amendment.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOELMMPTMBJTBAR
(END) Dow Jones Newswires
September 21, 2017 02:00 ET (06:00 GMT)
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