THIS ANNOUNCEMENT, INCLUDING THE
APPENDICES AND THE INFORMATION CONTAINED IN THEM, IS RESTRICTED AND
IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER TO BUY,
ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO BUY,
ACQUIRE OR SUBSCRIBE FOR) SECURITIES IN ANY JURISDICTION. PLEASE
SEE THE IMPORTANT NOTICES AT THE END OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION.
28 February 2024
Avacta Group
plc
("Avacta" or the
"Company")
Proposed Fundraise to
progress Therapeutics Division pipeline
Avacta Group plc (AIM: AVCT), a life
sciences company developing innovative, targeted oncology drugs and
diagnostics, today announces a proposed capital raise (the
"Fundraise")
comprising:
· a
non-pre-emptive firm placing of new Shares (the "Firm Placing") and a direct
subscription by certain Directors (the "Direct Subscription") of up to
27,520,485 new Shares at an offer price of 50 pence per new Share
(the "Offer Price"),
raising gross proceeds of up to £13.8 million; and
·
conditional upon Shareholder approval at a general
meeting of the Company on 18 March 2024 (the "General Meeting"):
o a non-pre-emptive placing of new Shares at the Offer Price,
raising gross proceeds of approximately £6.2 million (the
"Conditional Placing");
and
o an offer of new Shares by the Company on the 'REX' platform to
new and existing retail investors at the Offer Price ("REX Offer"), raising gross proceeds of
up to £6.8 million.
The Offer Price represents a
discount of approximately 34.0 per cent. to the middle market
closing price of a Share on 27 February 2024.
Data from the Phase 1 trial of
AVA6000, the Company's lead pre|CISION™ drug, show that the
pre|CISION™ platform works as designed, and that AVA6000
specifically releases active doxorubicin in the tumour
microenvironment. Additionally, the data show that AVA6000 has
improved the safety and tolerability of doxorubicin and promising
preliminary indications of clinical activity have also been
observed; dose and schedule optimisation is expected to further
increase the efficacy of AVA6000 in selected
indications.
The majority of the net proceeds
raised through the Firm Placing, the Direct Subscription and the
Conditional Placing alongside the Company's existing cash resources
will be used to initiate and progress the dose expansion and Phase
2 efficacy studies for its lead pre|CISIONTM clinical
programme, AVA6000, a tumour targeted form of the chemotherapy drug
doxorubicin, as well as for general working capital for the Group
until the end of 2025. The dose expansions are expected to begin in
H2 2024 in the USA, followed by the Phase 2 efficacy study, subject
to funding and FDA approval, which the Board considers to be a
major value-driving event for the Group. The dose expansions are
expected to be in several orphan indications including soft tissue
sarcomas and the selection of these dose expansion indications will
be informed by data from the ongoing two-weekly and three-weekly
dose escalation studies.
The Directors believe that, subject
to the successful completion of clinical trials and receipt of the
necessary regulatory approvals, AVA6000 has the potential to
compete effectively against other approaches that limit the
incidence and severity of doxorubicin related
toxicities.
Additionally, proceeds in excess of
£20 million, including any proceeds raised through the REX Offer,
alongside existing cash resources may also be used for:
· completing investigational new drug ("IND") enabling studies, submitting an
IND/clinical trial application and initiating a Phase 1a dose
escalation study for AVA3996;
· progressing the current pre|CISIONTM and
Affimer® pre-clinical pipelines.
As at 1 January 2024, Avacta Group
Plc's unaudited cash position and principal remaining under the
convertible bond amounts stand at £16.6 million and £40.8 million,
respectively.
The Group continues to explore all
available pathways to appropriately finance its clinical
therapeutics programmes over the longer term, including
non-dilutive funding through business development, attracting
global specialist biotech investors and potentially a NASDAQ
dual-listing. Avacta is also actively exploring routes to divest
its Diagnostics division in a manner which maximises value for
shareholders.
Background to and reasons for the Fundraise
Avacta is a life sciences company
working to improve people's health and well-being through
innovative oncology drugs and powerful diagnostics. The Company
operates through two divisions: Therapeutics and
Diagnostics.
On 8 November 2022, Avacta announced
the completion of a fundraise of approximately £64.0 million
(gross). The use of these proceeds has been directed towards the
execution of an M&A-led growth strategy for its Diagnostics
Division and progressing its oncology drug development pipeline.
Avacta has used part of these funds to complete the acquisitions of
Launch Diagnostics and Coris Bioconcept SRL ("Coris")
as the first steps in building an integrated in-vitro diagnostics
("IVD") business. This expanded Diagnostics
Division also has the advantage of Avacta's proprietary Affimer®
platform, which helps to differentiate its immunodiagnostic
products in a competitive market. Avacta Diagnostics is now focused
on integrating and growing the acquired businesses, driving
efficiencies across the enlarged Group infrastructure and
delivering near-term financial performance of both companies. The
FY 2023 adjusted revenue for the Diagnostics Division is
approximately £22 million and the revenue forecast for FY 2024 is
approximately £24 million. The Diagnostics Division is expected to
be EBITDA positive in 2H 2024 and cash generative in
2025.
In light of progress in the clinic
with the first of Avacta's pre|CISIONTM tumour targeted
chemotherapy AVA6000, the Board has taken the strategic decision to
focus resources on its therapeutics drug development programmes as
the key value driver of the Group. The
Group continues to explore all possible pathways to appropriately finance its
clinical therapeutics programmes including divestment of the
Diagnostics division in a manner that maximises value for
shareholders.
The most advanced asset within
Avacta's Therapeutics Division is AVA6000 which is currently
progressing through a Phase 1a safety study. The Phase 1a clinical
trial involves a dose-escalation in patients with locally advanced
or metastatic selected solid tumours, known to be fibroblast
activation protein ("FAP") α-positive, in which cohorts of
patients receive ascending doses of AVA6000 to optimise the dose
level and dosing schedule to establish a recommended Phase 2
dose.
The starting dose for cohort 1 was
80 mg/m2 of AVA6000, which is equivalent to 54
mg/m2 of doxorubicin which is just below the standard
dose for doxorubicin. The Safety Data Monitoring Committee
("SDMC")
reviewed the data from cohort 1 in February 2022 and recommended
that the dose be escalated to 120 mg/m2. The SDMC
approved dose escalation to 120 mg/m2 in a second
cohort, 160 mg/m2 in a third cohort, 200mg/m2
in a fourth cohort, 250mg/m2 in a fifth cohort,
310mg/m2 in a sixth cohort and 385mg/m2 in a
seventh and final cohort.
The data obtained to date in 40
patients with a range of solid tumours has confirmed that AVA6000
has improved the safety and tolerability of doxorubicin, with a
marked reduction in the incidence and severity of the usual
doxorubicin related toxicities (including neutropenia, anemia and
leukopenia). Cohort 7, at a dose of 385mg/m2 (equivalent
to approximately 3.5 times the normal dose of doxorubicin), has not
shown to date the typical drug-related cardiotoxicity and
pharmacokinetic data suggest that AVA6000 has the potential to be
used for 2-3 times more cycles (depending on dose) than standard
75mg/m2 doxorubicin dosing.
10 tumour biopsies obtained from 9
patients in different cohorts have also been analysed in order to
confirm the release of the active chemotherapy, doxorubicin, in the
tumour tissue. This analysis shows that AVA6000 targets the release
of doxorubicin to the tumour tissue at therapeutic levels which are
much higher than the levels being detected in the bloodstream at
the same time point.
Pharmacokinetic data indicate that
systemic levels of doxorubicin are considerably lower compared to
standard 75mg/m2 doxorubicin dosing, potentially
allowing for higher dosing or more treatment cycles.
Deepening tumour shrinkage has been
observed in two patients with disease predicted to have high FAP
expression:
· A
59-year-old male with the diagnosis of undifferentiated pleomorphic
sarcoma, treated at 160 mg/m2 on a three-weekly dosing
("Q3W"), resulted in a
Partial Response with a duration of greater than 6 months and a
tumour volume reduction of ~65%. Treatment is ongoing, with high
FAP expression observed in the tumour tissue and a favourable PK
profile with reduction in AUC which permits dosing for 7 additional
cycles (~21 weeks); and
· A
79-year-old female with the diagnosis of angiosarcoma of the spleen
has been treated at 250 mg/m2 Q3W, with Minor Response
with visceral (hepatic) metastases resulting in a reduction of 14%
at cycle 2 and ~22% at cycle 4, with a continued shrinkage of liver
metastases at cycle 4 scan, with interval development of new bone
metastases (mixed response).
In addition, three patients with the
diagnosis of solitary fibrous tumour have been treated at the dose
levels of 250 mg/m2 and 200 mg/m2. All 3
patients with prolonged stable disease of 4-8 months with 2 of 3
patients ongoing, having experienced rapid progression prior to
enrolment. The PK profile suggests additional cycles can be
administered in all 3 patients.
The next steps with AVA6000 involve
optimising the patient population, dose and schedule in order to
increase efficacy and tolerability of doxorubicin treatment via
pre|CISION™ targeting. Given the favourable safety data from the
three-weekly Phase 1a dosing study, a two-weekly dosing study,
which is now screening patients with high FAP levels in the USA,
will assist in optimising the schedule and dose for a Phase 2 study
(dose expansions are expected to begin in H2 2024 in the USA,
subject to funding and FDA approval). The Company would, dependent
on the data obtained during the Phase 1a and Phase 2 trials,
anticipate commencing a potential Phase 3 trial in Q1 2026 for
AVA6000 (also subject to funding and regulatory
approval).
The majority of the net proceeds
raised through the Firm Placing, the Direct Subscription and the
Conditional Placing alongside the Company's existing cash resources
will be used to initiate and progress the dose expansion and Phase
2 efficacy studies for its lead pre|CISIONTM clinical
programme, AVA6000, a tumour targeted form of the chemotherapy drug
doxorubicin, as well as for general working capital for the Group
until the end of 2025. The dose expansions are expected to begin in
H2 2024 in the USA, followed by the Phase 2 efficacy study, subject
to funding and FDA approval, which the Board considers to be a
major value-driving event for the Group. The dose expansions are
expected to be in several orphan indications including soft tissue
sarcomas and the selection of these dose expansion indications will
be informed by data from the ongoing two-weekly and three-weekly
dose escalation studies.
The Directors believe that, subject
to the successful completion of clinical trials and receipt of the
necessary regulatory approvals, AVA6000 has the potential to
compete effectively against other approaches that limit the
incidence and severity of doxorubicin related
toxicities.
Additionally, proceeds in excess of
£20.0 million, including any proceeds raised through the REX Offer,
alongside existing cash resources may also be used for:
· completing investigational new drug ("IND") enabling studies, submitting an
IND/clinical trial application and initiating a Phase 1a dose
escalation study for AVA3996;
· progressing the current pre|CISIONTM and
Affimer® pre-clinical pipelines.
Significant Newsflow
The Company is anticipating the
progression of its clinical development and research stage
programmes to important value inflection points across 2024 and
2025, which includes key deliverables for the
pre|CISIONTM pipeline:
· AVA6000:
o Read
out of two-weekly and three-weekly dose escalation study data in
late Q2 2024;
o Presentation of Phase 1 three-weekly study clinical data at
AACR 2024 in April 2024; and
o Establish recommended Phase 2 dose in Q3 2024, initiating the
dose expansion phase in the US in H2 2024, followed by the Phase 2
study, subject to funding and FDA approval.
· AVA3996:
o Complete IND enabling studies and submit IND/CTA application
in Q4 2024/Q1 2025; and
o Initiate Phase 1a dose escalation study in the first half of
2025.
· pre|CISION™ pre-clinical pipeline:
o Next
clinical candidate to be selected Q1 2025;
o Tumour microenvironment activated drug conjugate clinical
candidate to selected in the second half of 2025; and
o Further expand pipeline;
Details of the Placing
The Placing will be conducted
through an accelerated bookbuild (the "Bookbuild") which will be launched
immediately following this announcement (being, together with the
Appendices hereto, this "Announcement") and will be made
available to new and existing institutional investors. Stifel
Nicolaus Europe Limited ("Stifel"), Peel Hunt LLP ("Peel
Hunt") and Turner Pope Investments
(TPI) Limited ("Turner
Pope" and, together with Stifel and
Peel Hunt, the "Joint
Bookrunners") are acting as joint
bookrunners in respect of the Placing. Beech Hill Securities, Inc.
("Beech Hill" and, together
with the Joint Bookrunners, the "Banks") is acting as US placing
agent.
The Placing is subject to the Terms
and Conditions set out in Appendix I to this Announcement. The
number of Placing Shares to be placed at the Offer Price will be decided following
completion of the Bookbuild. The book will open with immediate
effect following this Announcement. The timing of the closing of
the book and allocations are at the absolute discretion of the
Company and the Bookrunners. Details of the number of Placing
Shares to be issued will be announced as soon as practicable after
the close of the Bookbuild. The Placing is not
underwritten.
The Placing will comprise the Firm
Placing and the Conditional Placing. At the Company's annual
general meeting in 2023, the Company obtained shareholder approval
to issue Shares representing up to 10% of the Company's then issued
ordinary share capital on a non-pre-emptive basis. The allotment
and issue of the Firm Placing Shares will rely on the existing
Shareholder authorities. However, the allotment and issue of any
Conditional Placing Shares will require the Company to convene the
General Meeting and will be conditional, amongst other things, upon
such Shareholder approval being granted.
The Firm Placing may complete even
if the Conditional Placing does not, whether by reason of a failure
to obtain Shareholder approval or non-satisfaction of the other
conditions. If this eventuality was to arise, the Company will not
receive any proceeds of the Conditional Placing and it will not be
able to fund the development of its programmes or extend its cash
runway as indicated above. The Company estimates that the proceeds
of the Firm Placing plus its existing cash resources will finance
the Company through to 30 June 2025.
Subject to the discretion of the
Company and the Bookrunners to elect otherwise, the Firm Placing
Shares and the Conditional Placing Shares will be allocated
proportionately with the same investors. An investor allocated Firm
Placing Shares will be conditionally allocated an equivalent
proportion of Conditional Placing Shares.
The Firm Placing is conditional
upon, among other things, on the placing agreement entered into
today between the Company and the Banks (the "Placing Agreement") not being
terminated in accordance with its terms before First Admission and
the Conditional Placing is conditional upon, among other things, on
the Placing Agreement not being terminated in accordance with its
terms before Second Admission.
The Placing Shares, when issued,
will be credited as fully paid and will rank pari passu in all respects with the
Company's then existing Shares, including the right to receive all
dividends and other distributions declared, made or paid on or in
respect of such shares after the date of issue.
Appendix I sets out further
information relating to the Bookbuild and the terms and conditions
of the Placing. Persons who chose to participate in the Placing, by
making an oral, electronic or written offer to subscribe for
Placing Shares, will be deemed to have read and understood this
Announcement in its entirety (including the Appendices) and to be
making such offer on the terms and subject to the conditions
herein, and to be providing the representations, warranties,
agreements, acknowledgements and undertakings contained in Appendix
I.
Details of the Direct Subscription
Certain Directors, being Eliot
Forster (Chairman), Alastair Smith (CEO), Christina Coughlin (Head
of Research & Development) and Shaun Chilton (Non-Executive
Director) (the "Board
Subscribers"), have conditionally
agreed to subscribe for an aggregate amount of £65,000 of Direct
Subscription Shares at the Offer Price pursuant to the Direct
Subscription. The Direct Subscription is not
underwritten.
The Direct Subscription is
conditional, inter alia,
upon First Admission becoming effective by no later than 8.00 a.m.
on 4 March 2024 or such later time and/or date as the Board
Subscribers and the Company may agree.
If any of the conditions to the
Direct Subscription are not satisfied, the Direct Subscription
Shares will not be issued and any monies received from the Board
Subscribers will be returned to them.
The Direct Subscription Shares are
not subject to clawback and are not part of or subject to any
condition related to the REX Offer or the passing of the
Resolutions at the General Meeting.
The Direct Subscription Shares will
be issued free of all liens, charges and encumbrances and will,
when issued and fully paid, rank pari passu in all respects with
the Company's then existing Shares, including the right to receive
all dividends and other distributions declared, made or paid after
the date of their issue.
Details of the REX Offer
The Company has separately engaged
Peel Hunt to undertake an intermediaries offer of the REX Offer
Shares at the Offer Price, alongside the Firm Placing, the Direct
Subscription and the Conditional Placing to new and existing retail
investors through its 'REX' platform.
The REX Offer Shares are not part of
the Placing and are not Placing Shares. The REX Offer is not
underwritten or made subject to the terms and conditions set out in
Appendix I to this Announcement. However, the issue and allotment
of the REX Offer Shares is conditional, amongst other things. upon
Shareholder approval being granted at the General
Meeting.
A separate announcement will be made
shortly by the Company regarding the REX Offer and its terms and
conditions.
No prospectus will be published in
connection with the REX Offer.
Admission
Applications will be made to the
London Stock Exchange for (i) admission of the Firm Placing Shares
and the Direct Subscription Shares to trading on AIM
("First
Admission") and (ii) admission of the Conditional Placing Shares and
such number of REX Offer Shares as are subscribed for to trading on
AIM ("Second Admission" and
together with First Admission, "Admission"). It is expected that
First Admission will become effective at or around 8.00 a.m.
on 4 March 2024 or
such later time and date (being not later than 8.00 a.m. on
11 March 2024) and the
Second Admission will become effective at or around 8.00 a.m.
on 19 March 2024 or
such later time and date (being not later than 8.00 a.m. on
26 March 2024), in
each case as the Bookrunners and the Company may agree.
General Meeting
The Circular, including notice of
the General Meeting, is expected to be sent to Shareholders and be
made available on the Company's website at
https://avacta.com/
on or around 1 March 2024.
It is proposed that the General
Meeting be held at Walker Morris LLP, 33 Wellington Street, Leeds,
LS1 4DL at 11.00 a.m. on 18 March 2024, where the resolution will
be proposed to seek authority to issue and allot the new Shares
pursuant to the Conditional Placing and the REX Offer.
Unsecured Convertible Bonds
In October 2022, the Group issued
senior unsecured convertible bonds (the "Bonds") of £55.00 million in aggregate
principal amount to a fund advised by Heights Capital Ireland LLC
("Heights"). The Bonds were
issued at 95% par value resulting in total gross cash proceeds of
£52.25 million with a 6.5 per cent. coupon and amortise quarterly
at 5 per cent. of the initial principal amount, with an initial 25
per cent. conversion premium to the offer price and a five-year
term.
The Bonds were issued with a
five-year term and are repayable in 20 quarterly amortisation
repayments of principal and interest in either cash or in new
Shares at the Group's option. If paid in new Shares, the repayment
is at the lower of the initial conversion price (118.75 pence) or a
10 per cent. discount to the volume weighted average price
("VWAP") in the five- or
ten-day trading period prior to each election date. The Bonds
contain various conversion and redemption features together with
standard UK market anti-dilution features.
As a result of the Offer Price being
less than 95 per cent. of the VWAP in the five-day trading period
prior to the announcement of the Placing, the Direct Subscription
and the REX Offer, the conversion price (118.75 pence) and the
reset floor price (95 pence) will be recalculated by the
calculation agent using an adjustment factor calculation as
follows:
1. the adjustment factor will be (A+B)/(A+C), where:
1. A
= number of Shares in issue immediately before the date of first
public announcement of the terms (the "Pricing Date") of the
Bookbuild;
2. B
= aggregate gross proceeds of the Bookbuild divided by the Current
Market Price ("CMP") on the
Pricing Date of the Bookbuild, where CMP on the Pricing Date =
arithmetic average of the five daily VWAPs immediately preceding
the Pricing Date; and
3. C
= number of Shares comprised in the Bookbuild.
The principal remaining under the
Bonds was reduced by a further £2.55 million to £38.25 million on
22 January 2024 following the fifth quarterly
amortisation.
General
Capitalised terms used but not
otherwise defined in the text of this Announcement are defined in
Appendix II.
This Announcement is released by the
Company and contains inside information under the UK Market Abuse
Regulation, encompassing information relating to the Fundraise
described above. The person responsible for arranging for the
release of this Announcement on behalf of the Company is Tony
Gardiner, Chief Financial Officer.
For
further information from Avacta Group plc, please
contact:
Avacta Group plc
Alastair Smith, Chief Executive
Officer
Tony Gardiner, Chief Financial
Officer
Michael Vinegrad,
Group Communications Director
|
Tel: +44 (0) 1904 21 7070
www.Avacta.com
|
Stifel (Joint Bookrunner, Nomad and
Joint Broker)
Nicholas Moore / Nick Adams / Samira
Essebiyea / Nick Harland / Ben Good
|
Tel: +44
(0) 20 7710 7600
www.stifel.com
|
Peel Hunt (Joint Bookrunner and
Joint Broker)
James Steel / Sohail Akbar / Patrick
Birkholm
|
Tel: +44
(0) 20 7418 8900
www.peelhunt.com
|
ICR Consilium (Media and
IR)
Mary-Jane Elliott / Jessica Hodgson
/ Sukaina Virji
|
avacta@consilium-comms.com
|
About Avacta Group plc - https://www.Avacta.com
Avacta Group is a UK-based company
focused on improving healthcare outcomes through targeted cancer
treatments and diagnostics.
Avacta has two divisions: an
oncology biotech division harnessing proprietary therapeutic
platforms to develop novel, highly targeted cancer drugs, and a
diagnostics division, which is executing on an M&A led growth
strategy to create a full-spectrum diagnostics business focused on
supporting healthcare professionals and broadening access to
testing. Avacta's two proprietary platforms, Affimer® and
pre|CISION™ underpin its cancer therapeutics whilst the diagnostics
division leverages the Affimer® platform to drive competitive
advantage in its markets.
The pre|CISION™ platform modifies
chemotherapy to be activated only in the tumour tissue, reducing
systemic exposure and toxicity. This is achieved by harnessing an
enzyme called FAP which is highly upregulated in most solid tumours
compared with healthy tissues, turning chemotherapy into a
"precision medicine". The lead pre|CISION™ programme, AVA6000 a
tumour activated form of doxorubicin, is in Phase 1 studies and has
shown improvement in safety compared with standard doxorubicin, and
early signs of clinical activity.
Affimer® is a novel biologic
platform which has significant technical and commercial advantages
compared with antibodies and is used both to develop advanced
immunotherapies and to improve the performance of
immunodiagnostics.
With a balanced business and capital
allocation model: a high-value oncology pipeline supported by a
revenue generating, fast-growing diagnostics business, Avacta seeks
to create long-term shareholder value alongside patient
benefit.
To register for news alerts by email
go to https://avacta.com/investors/investor-news-email-alerts/
APPENDIX I - TERMS AND
CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE
PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT
ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING
THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (THIS
"ANNOUNCEMENT") ARE FOR
INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING, MANAGING AND
DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES
OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED
INVESTORS") WITHIN THE MEANING OF
ARTICLE 2(E) OF REGULATION (EU) 2017/1129, AS AMENDED (THE
"EU
PROSPECTUS REGULATION"); (B) IF IN
THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION AS IT FORMS PART OF UK
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018,
AS AMENDED (THE "UK PROSPECTUS
REGULATION") AND WHO ARE: (I)
PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL"
IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE
"ORDER"); OR (II) PERSONS WHO
FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER
("UK
QUALIFIED INVESTORS"); OR (C)
PERSONS TO WHOM THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL
SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED
ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS
OWN ADVISERS AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED
ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
THE SECURITIES REFERRED TO HEREIN
HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR UNDER THE SECURITIES LAWS
OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY
NOT BE OFFERED, SOLD, ACQUIRED, RESOLD, TRANSFERRED OR DELIVERED,
DIRECTLY OR INDIRECTLY, INTO OR IN THE UNITED STATES, EXCEPT
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF
THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM, ANY
OTHER RESTRICTED TERRITORY (AS DEFINED BELOW) OR
ELSEWHERE.
This Announcement, and the
information contained herein, is not for release, publication or
distribution, directly or indirectly, to persons in the United
States, Australia, Canada, Japan or South Africa or any
jurisdiction in which such release, publication or distribution is
unlawful (each a "Restricted
Territory"). The distribution of
this Announcement, the Placing and/or the offer or sale of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or by Stifel Nicolaus
Europe Limited ("Stifel") or by Peel Hunt LLP
("Peel
Hunt") or by
Turner Pope Investments (TPI) Limited ("Turner Pope" and, together with Stifel and Peel Hunt, the "Joint Bookrunners") or by Beech Hill
Securities, Inc. ("Beech Hill" and, together with the
Joint Bookrunners, the "Banks") or any
of their respective Affiliates or any of its or their respective
agents, directors, officers or employees (collectively
"Representatives") which would
permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required. Persons 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
such action. Persons into whose possession this Announcement comes
are required by the Company and the Banks to inform themselves
about, and to observe, any such restrictions.
This Announcement does not itself
constitute or form part of an offer to sell or issue or the
solicitation of an offer to buy or subscribe for securities
referred to herein in the United States or any other Restricted
Territory or any jurisdiction where such offer or solicitation is
unlawful.
All offers of the Placing Shares
will be made pursuant to an exemption under the EU Prospectus
Regulation or the UK Prospectus Regulation, as applicable, from the
requirement to produce a prospectus. This Announcement is being
distributed and communicated to persons in the UK only in
circumstances to which section 21(1) of the Financial Services and
Markets Act 2000, as amended (the "FSMA") does not
require approval of the communication by an
authorised person.
The Placing has not been approved
and will not be approved or disapproved by the United States
Securities and Exchange Commission, any state securities commission
in the United States or any other regulatory authority in the
United States, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Placing or the accuracy or
adequacy of this Announcement. Any representation to the contrary
is a criminal offence in the United States.
Subject to certain exceptions, the
securities referred to in this Announcement may not be offered or
sold in any Restricted Territory or to, or for the account or
benefit of, a citizen or resident, or a corporation, partnership or
other entity created or organised in or under the laws of a
Restricted Territory.
None of the Company, the Banks or
any of their respective Affiliates or its or their respective
Representatives makes any representation or warranty, express or
implied, to any Placees regarding any investment in the securities
referred to in this Announcement under the laws applicable to such
Placees.
This Announcement has been issued
by, and is the sole responsibility of, the Company. No
representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or
will be accepted by any Bank or any of its Affiliates or its or
their respective Representatives 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
party or its advisers, and any liability therefor is expressly
disclaimed.
Each Bank is acting exclusively for
the Company and no-one else in connection with the Placing and is
not, and will not be, responsible to anyone (including the Placees)
other than the Company for providing the protections afforded to
its clients nor for providing advice in relation to the Placing
and/or any other matter referred to in this
Announcement.
Persons who are invited to and who
choose to participate in the Placing (and any person acting on such
person's behalf) by making an oral or written offer to subscribe
for Placing Shares, including any individuals, funds or others on
whose behalf a commitment to subscribe for Placing Shares is given
(the "Placees") will be deemed: (i)
to have read and understood this Announcement, including this
Appendix, in its entirety; (ii) to be participating and making such
offer on the terms and conditions contained in this Appendix; and
(iii) to be providing (and shall only be permitted to participate
in the Placing on the basis that they have provided) the
representations, warranties, undertakings, agreements,
acknowledgments and indemnities contained in this
Appendix.
In particular, each such Placee
represents, warrants, undertakes, agrees and acknowledges
that:
1. it is a
Relevant Person and undertakes that it will subscribe for, hold,
manage or dispose of any Placing Shares that are allocated to it
for the purposes of its business;
2. if it is in
a member state of the EEA, it is a Qualified Investor;
3. if it is in
the United Kingdom, it is a UK Qualified Investor;
4. it is
subscribing for Placing Shares for its own account or is
subscribing for Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, undertakings,
agreements, acknowledgments and indemnities contained in this
Appendix;
5. if it is a
financial intermediary, as that term is used in Article 5(1) of the
EU Prospectus Regulation or the UK Prospectus Regulation (as
applicable): (i) the Placing Shares subscribed for by it in the
Placing will not be subscribed for on a non-discretionary basis on
behalf of, nor will they be subscribed for with a view to their
offer or resale to, persons in a member state of the EEA other than
Qualified Investors, or persons in the United Kingdom other than UK
Qualified Investors or in circumstances in which the prior consent
of the Bookrunners has been given to each proposed offer or resale;
or (ii) where the Placing Shares have been subscribed for by it on
behalf of persons in a member state of the EEA other than Qualified
Investors, or in the United Kingdom other than UK Qualified
Investors, the offer of those Placing Shares to it is not treated
under the EU Prospectus Regulation or the UK Prospectus Regulation
(as applicable) as having been made to such persons;
6. it
understands that the Placing Shares have not been and will not be
registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold or transferred, directly
or indirectly, within the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States;
7. other than
a limited number of "qualified institutional buyers"
("QIBs")
as defined in Rule 144A under the Securities Act
("Rule
144A") who
have delivered to the Company and the Banks a US Investor Letter
substantially in the form provided to it: (i) it and the person(s),
if any, for whose account or benefit it is acquiring the Placing
Shares are purchasing the Placing Shares in an "offshore
transaction" as defined in Regulation S; (ii) it is aware of the
restrictions on the offer and sale of the Placing Shares pursuant
to Regulation S; and (iii) the Placing Shares have not been offered
to it by means of any "directed selling efforts" as defined in
Regulation S; and
8. the Company
and each Bank will rely upon the truth and accuracy of, and
compliance with, the foregoing representations, warranties,
undertakings, agreements and acknowledgements. Each Placee hereby
agrees with each Bank and the Company to be bound by these terms
and conditions as being the terms and conditions upon which Placing
Shares will be issued. A Placee shall, without limitation, become
so bound if any Bank confirms (orally or in writing) to such Placee
its allocation of Placing Shares.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE
PLACING
The Fundraise will comprise the
Placing, the REX Offer and the Direct Subscription. This Appendix
gives details of the terms and conditions of, and the mechanics of
participation in, the Placing. Members of the public are not
entitled to participate in the Placing.
A summary of the Direct Subscription
can be found in the main body of this Announcement.
Details of the REX Offer can be
found in the separate announcement by the
Company regarding the REX Offer and its terms.
Bookbuild
Following this Announcement, the
Banks will today commence the Bookbuild to determine demand for
participation in the Placing by Placees. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares. The
book will open with immediate effect.
The Bookrunners and the Company
shall be entitled to effect the Placing by such alternative method
to the Bookbuild as they may, in their sole discretion,
determine.
Details of the Placing Agreement and of the Placing
Shares
Stifel, Peel Hunt and Turner Pope
are acting as joint bookrunners in connection with the Placing.
Beech Hill is acting as US placing agent in connection with the
Placing. None of the Banks are acting for the Company with respect
to the Direct Subscription. None of Stifel, Beech Hill or Turner
Pope is acting for the Company with respect to the REX
Offer.
The Banks today entered into an
agreement with the Company (the "Placing Agreement") under which, subject to the
conditions set out therein, each Bank has agreed, as agent for and
on behalf of the Company, to use its reasonable endeavours to
procure Placees for the Placing Shares at a price of 50 pence per
Placing Share (the "Offer
Price") and
in such number to be determined following completion of the
Bookbuild. The final number of Placing Shares will be determined by
the Company and the Bookrunners at the close of the Bookbuild and
will be set out in the placing terms (if executed) (the
"Placing
Terms"). The
timing of the closing of the book and allocations are at the
discretion of the Company and the Bookrunners. Details of the
number of Placing Shares will be announced as soon as practicable
after the close of the Bookbuild.
At the Company's annual general
meeting in 2023, the Company obtained Shareholder approval to issue
Shares representing up to 10% of the Company's then issued ordinary
share capital on a non-pre-emptive basis. The allotment and issue
of the Firm Placing Shares will rely on the existing Shareholder
authorities. However, the allotment and issue of any Conditional
Placing Shares will require the Company to convene the General
Meeting, expected to be held on 18 March 2024, and will be
conditional upon such Shareholder approval being
granted.
The Firm Placing may complete even
if the Conditional Placing does not, whether by reason of a failure
to obtain Shareholder approval or non-satisfaction of the other
conditions. If this eventuality was to
arise, the Company will not receive any proceeds of the Conditional
Placing and it will not be able to fund the development of its
programmes or extend its cash runway as indicated above. The
Company estimates that the proceeds of the Firm Placing plus its
existing cash resources will finance the Company through to 30 June
2025.
Subject to the discretion of the
Company and the Bookrunners to elect otherwise, the Firm Placing
Shares and the Conditional Placing Shares will be allocated
proportionately with the same investors. An investor allocated Firm
Placing Shares will be conditionally allocated an equivalent
proportion of Conditional Placing Shares.
The Firm Placing Shares will, when
issued, be credited as fully paid and will rank pari passu in all respects with the
then existing Shares, including the right to receive all dividends
and other distributions declared, made or paid in respect of the
Shares after the First Closing Date. The Conditional Placing Shares
will, when issued, be credited as fully paid and will rank
pari passu in all respects
with the then existing Shares, including the right to receive all
dividends and other distributions declared, made or paid in respect
of the Shares after the Second Closing Date. The Placing Shares
will be issued free of any encumbrances, liens or other security
interests.
The Placing Shares are not subject
to clawback in respect of valid applications for New Shares
pursuant to the REX Offer. The Placing is not
underwritten.
Applications for admission to trading
Applications will be made to the
London Stock Exchange for (i) admission of the Firm Placing Shares
and Direct Subscription Shares to trading on AIM
("First
Admission") and (ii) admission of the Conditional Placing Shares and the
REX Offer Shares to trading on AIM ("Second Admission" and together with
First Admission, "Admission"). It is expected that the
First Admission will become effective at or around 8.00 a.m.
on 4 March 2024 or
such later time and date (being not later than 8.00 a.m. on
11 March 2024). Subject
to, amongst other things, the passing of the Resolutions, it is
expected that the Second Admission will become effective at or
around 8.00 a.m. on 19 March
2024 or such later time and date (being not later
than 8.00 a.m. on 26 March
2024), in each case as the Bookrunners and the
Company may agree.
Participation in, and principal terms of, the
Placing
1. Each Bank
is arranging the Placing severally, and not jointly nor jointly and
severally, as agent of the Company.
2.
Participation in the Placing will only be available to persons who
may lawfully be, and are, invited to participate by a Bank. Each
Bank and its Affiliates are entitled to enter bids in the Bookbuild
as principal.
3. The results
of the Placing and the number of Placing Shares will be announced
on a Regulatory Information Service following the completion of the
Bookbuild (the "Placing Results
Announcement").
4. To bid in
the Bookbuild, prospective Placees may communicate their bid by
telephone or in writing to their usual sales contact at a Bank.
Each bid should state the number of Placing Shares which the
prospective Placee wishes to subscribe for at the Offer Price. Bids
may be scaled down by the Bookrunners in their sole
discretion.
5. A bid in
the Bookbuild will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and, except with the consent
of the relevant Bank, will not be capable of variation or
revocation after the time at which it is submitted. Each Placee's
obligations will be owed to the Company and each Bank. Each Placee
will also have an immediate, separate, irrevocable and binding
obligation, owed to the Banks, to pay to the relevant Bank (or as
the relevant Bank may direct) as agent for the Company in cleared
funds an amount equal to the product of the Offer Price and the
number of Placing Shares that such Placee has agreed to subscribe
for and the Company has agreed to allot and issue to that
Placee.
6. The
Bookbuild is expected to close no later than 7.00 p.m (London time) on
28 February 2024, but may
be closed earlier or later at the discretion of the Bookrunners.
The Bookrunners may, in agreement with the Company, accept bids
that are received after the Bookbuild has closed. Each Placee's
allocation will be determined by the Company in consultation with
the Bookrunners and will be confirmed to Placees orally or in
writing by the relevant Bank following the close of the Bookbuild
and a trade confirmation will be dispatched as soon as possible
thereafter. That oral or written confirmation (at the relevant
Bank's discretion) to such Placee will constitute an irrevocable
legally binding commitment upon such person (who will at that point
become a Placee) in favour of each Bank and the Company, under
which such Placee agrees to subscribe for the number of Placing
Shares allocated to it and to pay the Offer Price for each such
Placing Share on the terms and conditions set out in this Appendix
and in accordance with the Company's constitutional
documents.
7. The
Bookrunners may, notwithstanding paragraphs 4 and 5 above, and
subject to the prior consent of the Company: (i) allocate Placing
Shares after the time of any initial allocation to any person
submitting a bid after that time; and (ii) allocate Placing Shares
after the Bookbuild has closed to any person submitting a bid after
that time. The acceptance of bids shall be at the absolute
discretion of the Bookrunners. The Company reserves the right (upon
agreement with the Bookrunners) to reduce or seek to increase the
amount to be raised pursuant to the Placing.
8. The
allocation of Placing Shares to Placees located in the United
States shall be conditional on the delivery by each such Placee of
a US Investor Letter substantially in the form provided to
it.
9. Except as
required by law or regulation, no press release or other
announcement will be made by the Banks or the Company using the
name of any Placee (or its agent), in its capacity as Placee (or
agent), other than with such Placee's prior written
consent.
10. Irrespective of
the time at which a Placee's allocation(s) pursuant to the Placing
is/are confirmed, settlement for all Placing Shares to be
subscribed for pursuant to the Placing will be required to be made
at the same time, on the basis explained below under "Registration
and settlement".
11. All obligations
under the Bookbuild and Placing will be subject to fulfilment or
(where applicable) waiver of the relevant conditions referred to
below under "Conditions of the Placing" (including with respect to
the Conditional Placing, the passing of the Resolutions) and to the
Placing not being terminated on the basis referred to below under
"Termination of the Placing Agreement" by the relevant
date.
12. By participating
in the Bookbuild, each Placee agrees that its rights and
obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission
or termination by the Placee after confirmation (oral or otherwise)
by a Bank.
13. To the fullest
extent permissible by law, no Bank nor any of its Affiliates nor
any of its or their respective Representatives shall have any
responsibility or liability to any Placee (or to any other person
(other than the Company) whether acting on behalf of a Placee or
otherwise). In particular, no Bank nor any of its Affiliates nor
any of its or their respective Representatives shall have any
responsibility or liability (including to the fullest extent
permissible by law, any fiduciary duties) in respect of each Bank's
conduct of the Bookbuild or of such alternative method of effecting
the Placing as the Banks and the Company may agree.
Conditions of the Placing
1. The Firm
Placing is conditional upon the Placing Agreement becoming
unconditional (as it relates to the Firm Placing) and not having
been terminated in accordance with its terms prior to First
Admission. The Conditional Placing is conditional upon the Placing
Agreement becoming unconditional and not having been terminated in
accordance with its terms prior to Second Admission.
2. The
obligations of the Banks under the Placing Agreement in relation to
the Firm Placing are conditional on certain conditions, including,
among other things:
(a) the release of
the REX Offer Announcement through a Regulatory Information Service
alongside this Announcement;
(b) the Placing
Terms having been executed by the Company and the
Bookrunners;
(c) the publication
by the Company of the Placing Results Announcement through a
Regulatory Information Service immediately following the execution
of the Placing Terms;
(d) the posting of
the Circular and the General Meeting Notice to all persons entitled
to receive it by no later than 5:00 p.m. on 1 March 2024 (or such
later time and date as the Company and the Bookrunners may agree in
writing) and no supplementary Circular being published by the
Company prior to First Admission;
(e) the Company not
being in breach of any of its obligations and undertakings under
the Placing Agreement which fall to be performed or satisfied prior
to First Admission save to the extent such breach, in the opinion
of the Bookrunners (acting in good faith), is not
material;
(f) each of
the warranties given by the Company contained in the Placing
Agreement being true, accurate and not misleading: (i) as at the
date of the Placing Agreement; (ii) as at the time of the execution
of the Placing Terms; (iii) immediately prior to the publication
any supplementary circular prior to First Admission, and (iii) as
at and on First Admission, in each case, as though they had been
given and made at such times and on such dates by reference to the
facts and circumstances from time to time subsisting;
(g) no matter having
arisen prior First Admission in respect of which indemnification or
contribution might, in the opinion of the Boorkrunners (acting in
good faith), reasonably be expected to be sought under the Placing
Agreement;
(h) customary legal
opinions and other documents being delivered to the Banks prior to
First Admission;
(i) the
Company having allotted, subject only to First Admission, the Firm
Placing Shares in accordance with the Placing Agreement;
(j) the
Company not being in breach of any of its obligations under the
terms of the REX Offer which fall to be performed or satisfied
prior to First Admission save to the extent such breach, in the
opinion of the Bookrunners (acting in good faith) is not material;
and the REX Offer not having been revoked by the Company prior to
First Admission;
(k) each REX Offer
Document and Direct Subscription Letter remaining in full force and
effect, not having lapsed or been terminated or amended in
accordance with its terms prior to First Admission; (ii) no
condition to which such document is subject having become incapable
of satisfaction and not having been waived prior to First
Admission; and (iii) no event having arisen prior to First
Admission which gives a party thereto a right to terminate such
document;
(l) First
Admission occurring at or around 8.00 a.m. on 4 March 2024 (or such later time
and/or date as the Bookrunners and the Company may agree in
writing, being not later than 8.00 a.m. on 11 March 2024),
(each a "First Closing Condition").
If, at First Admission, any of the
First Closing Conditions is not fulfilled or, where permitted,
waived or extended by the Bookrunners in accordance with the
Placing Agreement, the Placing will lapse and the Placees rights
and obligations hereunder in relation to the Firm Placing Shares
and Conditional Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by or on
behalf of the Placee (or any person on whose behalf the Placing is
acting) in respect thereof.
The Bookrunners may, at their
discretion and upon such terms and conditions as they think fit,
waive satisfaction of certain of the First Closing Conditions (save
that Conditions 2(a), 2(b), 2(c), 2(d), 2(i) and 2(l) cannot be
waived) or extend the time provided for their satisfaction. Any
such waiver or extension will not affect Placees' commitments as
set out in this Announcement.
3. The
obligations of the Banks under the Placing Agreement in relation to
the Conditional Placing are conditional on certain conditions,
including amongst other things:
(a) the satisfaction
of each of the First Closing Conditions;
(b) no supplementary
circular being published by the Company prior to Second
Admission;
(c) the passing of
the Resolution (without amendment) at the General Meeting on the
General Meeting Date (or such later time and date as the Company
and the Bookrunners may agree in writing) and such Resolution
remaining in full force and effect;
(d) the Company not
being in breach of any of its obligations and undertakings under
the Placing Agreement which fall to be performed or satisfied prior
to Second Admission save to the extent such breach in the opinion
of the Bookrunners (acting in good faith) is not
material;
(e) each of the
warranties contained or referred to in the Placing Agreement being
true, accurate and not misleading (i) as at and on the General
Meeting Date; (ii) immediately prior to the publication of any
supplementary circular after First Admission but prior to Second
Admission; and (iii) as at and on Second Admission as though, in
each case, they had been given and made on such date by reference
to the facts and circumstances from time to time
subsisting;
(f) customary legal
opinions and other documents being delivered to the Banks prior to
Second Admission;
(g) subject to the
passing of the Resolution, the Company allotting, subject only to
Second Admission, the Conditional Placing Shares in accordance with
the Placing Agreement;
(h) the Company not
being in breach of any of its obligations under the terms of the
REX Offer which fall to be performed or satisfied prior to Second
Admission save to the extent such breach, in the opinion of the
Bookrunners (acting in good faith), is not material; and (ii) the
Retail Offer not having been revoked by the Company prior to Second
Admission;
(i) (i) each
document in respect of the REX Offer remaining in full force and
effect, not having lapsed or been terminated or amended in
accordance with its terms prior to Second Admission; (ii) no
condition to which any such document is subject having become
incapable of satisfaction and not having been waived prior to
Second Admission; and (iii) no event having arisen prior to Second
Admission which gives a party thereto a right to terminate such
document; and
(j) Second
Admission taking place by no later than 8.00 a.m. on the Second
Closing Date (or such later time and/or date as the Company and the
Banks may agree in writing, not being later than 8.00 a.m. on 26
March 2024).
(each a "Second Closing Conditions" and,
together with the First Conditions, being together, the
"Conditions").
If, at Second Admission, any of the
Second Closing Conditions is not fulfilled or, where permitted,
waived or extended by the Bookrunners in accordance with the
Placing Agreement, the Conditional Placing will lapse and the
Placees' rights and obligations hereunder in relation to the
Conditional Placing Shares shall cease and terminate at such time
and each Placee agrees that no claim can be made by or on behalf of
the Placee (or any person on whose behalf the Placing is acting) in
respect thereof.
The Bookrunners may, at their
discretion and upon such terms and conditions as they think fit,
waive satisfaction of certain of the Second Closing Conditions
(save that Conditions 3(c), 3(g) and 3(j) cannot be waived) or
extend the time provided for their satisfaction. Any such waiver or
extension will not affect Placees' commitments as set out in this
Announcement.
None of the Banks nor any of their
respective Affiliates or their respective Representatives shall
have any liability or responsibility to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision the Bookrunners or another person may make
as to whether or not to waive or to extend the time and/or date for
the satisfaction of any Condition nor for any decision the
Bookrunners may make as to the satisfaction of any Condition or in
respect of the Placing (or any part of it) generally and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of the Bookrunners.
Placees will have no rights against any Bank, the Company or any of
their respective Affiliates or agents under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999 (as
amended) or otherwise.
By participating in the Bookbuild,
each Placee agrees that its rights and obligations hereunder
terminate only in the circumstances described above and under
"Termination of the Placing Agreement" below, and will not be
capable of rescission or termination by the Placee.
Termination of the Placing Agreement
Each Bookrunner, in its absolute
discretion acting in good faith, may prior to First Admission or
(as the case may be) Second Admission terminate the Placing
Agreement in accordance with its terms in the event that certain
circumstances arise at any time prior to First Admission or Second
Admission (respectively), including, among other things:
(a) any statement in
any document or announcement issued or published by or on behalf of
the Company in connection with the Placing is or has become untrue,
inaccurate or misleading in any respect, or any matter has arisen
which would, if such document or announcement had been issued at
that time, constitute an inaccuracy or omission from such document
or announcement;
(b) there has been a
breach by the Company of any of its obligations under the Placing
Agreement save for any breach which, in the opinion of the
Bookrunners (acting in good faith), is not material;
(c) there has been a
breach by the Company of any of the warranties or representations
contained in the Placing Agreement or any of such warranties or
representations is not, or ceases to be, true, accurate and not
misleading;
(d) there has been a
breach of any provision of any REX Offer Document or Direct
Subscription Letter or a waiver of any of the conditions thereto
save for any breach which, in the opinion of the Bookrunners
(acting in good faith), is not material;
(e) in the opinion
of the Bookrunners (acting in good faith), there has been a
Material Adverse Change;
(f) upon the
occurrence of certain force majeure events; or
(g) if either of the
Company's applications for Admission is withdrawn or refused by the
London Stock Exchange or, in the opinion of the Bookrunners (acting
in good faith), will not be granted,
provided that where the Placing
Agreement is terminated after First Admission but before Second
Admission, such termination shall only be in respect of the
obligations of the parties to the Placing Agreement in respect of
Second Admission, the Conditional Placing and the Conditional
Placing Shares (and the obligations of the parties to the Placing
Agreement in respect of First Admission, the Firm Placing and the
Firm Placing Shares shall be unaffected by such
termination).
In certain circumstances, where one
Bookrunner terminates the Placing Agreement, the other Bookrunner
may elect to allow the Placing to proceed and they shall assume all
obligations of the terminating Bookrunner which remain to be
performed. In such circumstances, the Placing Agreement will only
terminate insofar as it relates to that Bookrunner (and Beech Hill
and Turner Pope if they elect to terminate) and the Placees
obligations in respect of the Placing will not
terminate.
Only if the Placing Agreement is
terminated by all parties in accordance with its terms, the rights
and obligations of each Placee in respect of the Placing as
described in this Announcement shall cease and terminate at such
time and no claim may be made by any Placee in respect
thereof.
By participating in the Placing,
each Placee agrees with the Company and each Bank that the exercise
or non-exercise by the Bookrunners of any right of termination or
other right or other discretion under the Placing Agreement shall
be within the absolute discretion of the relevant Bank or for
agreement between the Company and the relevant Bank (as the case
may be) and that neither the Company nor any Bank need make any
reference to, or consult with, Placees and that none of the
Company, any Bank nor any of their respective Affiliates or its or
their respective Representatives shall have any liability to
Placees whatsoever in connection with any such exercise or failure
to so exercise or otherwise.
No
prospectus
No prospectus, offering memorandum,
offering document or admission document has been or will be
prepared or submitted to be approved by the FCA (or any other
authority) in relation to the Placing or Admission and no such
prospectus is required (in accordance with the UK Prospectus
Regulation or otherwise) to be published in the United
Kingdom.
Placees' commitments will be made
solely on the basis of the information contained in this
Announcement and any Exchange Information (as defined below) and
subject to the further terms set forth in the electronic contract
note and/or electronic trade confirmation to be provided to
individual Placees.
Each Placee, by accepting a
participation in the Placing, agrees that the content of this
Announcement and the Exchange Information previously and
simultaneously released by or on behalf of the Company is
exclusively the responsibility of the Company and has not been
independently verified by any Bank. Each Placee, by accepting a
participation in the Placing, further confirms to the Company and
each Bank that it has neither received nor relied on any other
information, representation, warranty or statement made by or on
behalf of the Company (other than publicly available information)
or any Bank or their respective Affiliates or any other person and
none of the Company, the Banks nor any of their respective
Affiliates or its or their respective Representatives nor any other
person will be liable for any Placee's decision to participate in
the Placing based on any other information, representation,
warranty or statement which the Placees may have obtained or
received (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 and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Nothing in
this paragraph shall exclude or limit the liability of any person
for fraudulent misrepresentation by that person.
Lock-up
The Company has undertaken to the
Bookrunners that, between the date of the Placing Agreement and the
date which is 90 calendar days after the date of Second Admission,
it will not, without the prior written consent of the Bookrunners,
enter into certain transactions involving or relating to the
Shares, subject to certain customary carve-outs agreed between the
Bookrunners and the Company.
By participating in the Placing,
Placees agree that the exercise by the Bookrunners of any power to
grant consent to waive the aforementioned undertaking by the
Company shall be within the absolute discretion of the Bookrunners
and that it need not make any reference to, or consult with,
Placees and that it shall have no liability to Placees whatsoever
in connection with any such exercise of the power to grant (or not
to grant) consent.
Registration and settlement
Settlement of transactions in the
Placing Shares (ISIN: GB00BYYW9G87) following Admission will take
place within the CREST system, subject to certain exceptions. The
Company and the Banks reserve the right to require settlement for,
and delivery of, the Placing Shares to Placees by such other means
that they deem necessary, including in certificated form, 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.
Following the close of the
Bookbuild, each Placee allocated Placing Shares in the Placing will
be sent a contract note stating the total number of Placing Shares,
the number of Firm Placing Shares and the number of Conditional
Placing Shares to be allocated to it at the Offer Price, the
aggregate amount owed by such Placee to the Banks and settlement
instructions.
Each Placee agrees that it will do
all things necessary to ensure that delivery and payment is
completed in accordance with the standing CREST or certificated
settlement instructions that it has in place with the relevant Bank
or as otherwise as such Bank may direct.
The Company will deliver the Placing
Shares to a CREST account operated by each Bank as agent for and on
behalf of the Company and each Bank will enter its delivery (DEL)
instruction into the CREST system. Each Bank or its agent will hold
any Placing Shares delivered to this account as nominee for the
Placees procured by it. The input to CREST by a Placee of a
matching or acceptance instruction will then allow delivery of the
relevant Placing Shares to that Placee against payment.
It is expected that settlement of
the Firm Placing Shares will be on or around 4 March 2024 on a T+2 basis and on a
delivery versus payment basis in accordance with the instructions
given to each Bank.
Subject to passing of the
Resolutions, it is expected that settlement of the Conditional
Placing Shares will be on 19 March 2024 and on a delivery versus
payment basis in accordance with the instructions given to the
Banks.
Interest is chargeable daily on
payments not received from Placees on the due date in accordance
with the arrangements set out above, in respect of either CREST or
certificated deliveries, at the rate of two percentage points above
SONIA as determined by the Banks.
Each Placee agrees that, if it does
not comply with these obligations, the relevant Placee shall be
deemed hereby to have irrevocably and unconditionally appointed the
Bookrunners, or any nominee of the Bookrunners as its agents to (if
the Bookrunners so decide, acting at their sole discretion) use
their reasonable endeavours to sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds an amount equal to the aggregate amount owed by
the Placee plus any interest due thereon. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount
owed by it and shall be required to bear any stamp duty, stamp duty
reserve tax or other stamp, securities, transfer, registration,
execution, documentary or other similar impost, duty or tax
(together with any interest, fines or penalties) which may arise
upon the sale of such Placing Shares on such Placee's behalf. By
communicating a bid for Placing Shares, each Placee confers on the
Bookrunners all such authorities and powers necessary to carry out
any such transaction and agrees to ratify and confirm all actions
which the Bookrunners lawfully take on such Placee's behalf. Each
Placee agrees that each Bank's rights and benefits under this
paragraph may be assigned in that Bank's discretion.
If Placing Shares are to be
delivered to a custodian or settlement agent, Placees should ensure
that, upon receipt, the electronic contract note and/or electronic
trade confirmation is copied and delivered immediately to the
relevant person within that organisation. Insofar as Placing Shares
are registered in a Placee's name or that of its nominee or in the
name of any person for whom a Placee is contracting as agent or
that of a nominee for such person, such Placing Shares should,
subject as provided below, be so registered free from any liability
to UK stamp duty or UK stamp duty reserve tax. If there are any
circumstances in which any other stamp duty or stamp duty reserve
tax (and/or any interest, fines or penalties relating thereto) is
payable in respect of the allocation, allotment, issue or delivery
of the Placing Shares (or, for the avoidance of doubt, if any stamp
duty or stamp duty reserve tax is payable in connection with any
subsequent transfer of or agreement to transfer Placing Shares), no
Bank nor the Company shall be responsible for the payment
thereof.
Representations, warranties, etc.
By participating in the Placing,
each Placee (and any person acting on such Placee's behalf)
irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (for itself and for any person on behalf of
which it is acting) with each Bank (in its capacity as joint
bookrunner (in the case of the Joint Bookrunners only) and as
placing agent of the Company in respect of the Placing) and the
Company, in each case as a fundamental term of its application for
Placing Shares, that:
1. it has read
and understood this Announcement, including this Appendix, in its
entirety and that its participation in the Bookbuild and the
Placing and its subscription for Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained herein and undertakes not to
redistribute or duplicate this Announcement and that it has not
relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any
person in connection with First Admission, the Bookbuild, the
Placing, the Company, the Placing Shares or otherwise;
2. no offering
document, prospectus, offering memorandum or admission document has
been or will be prepared in connection with the Placing or is
required under the EU Prospectus Regulation or the UK Prospectus
Regulation and it has not received and will not receive a
prospectus, offering memorandum, admission document or other
offering document in connection with the Bookbuild, the Placing,
First Admission or the Placing Shares;
3. (i) it has
made its own assessment of the Company, the Placing Shares and the
terms of the Placing based on this Announcement (including this
Appendix) and any information publicly announced to a Regulatory
Information Service by or on behalf of the Company on or prior to
the date of this Announcement; (ii) the Shares are admitted to
trading on AIM and that the Company is therefore required to
publish certain business and financial information in accordance
with the UK Market Abuse Regulation and rules and regulations of
the London Stock Exchange (including the AIM Rules) (collectively
and together with the information referred to in (i) above,
the "Exchange
Information") which includes a description of the Company's business and
the Company's most recent balance sheet and profit and loss
account, and similar statements for preceding financial years, and
that it has reviewed such Exchange Information and that it is able
to obtain or access such information, or comparable information
concerning any other publicly traded company, in each case without
undue difficulty; and (iii) it has had access to such financial and
other information concerning the Company, the Placing and the
Placing Shares as it has deemed necessary in connection with its
own investment decision to subscribe for any of the Placing Shares
and has satisfied itself that the information is still current and
has relied on that investigation for the purposes of its decision
to participate in the Placing;
4. none of the
Banks nor the Company nor any of their respective Affiliates or its
or their respective Representatives nor any person acting on behalf
of any of them has provided, and none of them will provide, it with
any material or information regarding the Placing Shares, the
Bookbuild, the Placing or the Company or any other person other
than this Announcement, nor has it requested any of the Banks, the
Company, any of their respective Affiliates or its or their
respective Representatives or any person acting on behalf of any of
them to provide it with any such material or
information;
5. unless
otherwise specifically agreed with the Banks, it and any person on
behalf of which it is participating is not, and at the time the
Placing Shares are subscribed for, neither it nor the beneficial
owner of the Placing Shares will be, a resident of a Restricted
Territory or any other jurisdiction in which it is unlawful to make
or accept an offer to acquire the Placing Shares;
6. the Placing
Shares have not been and will not be registered or otherwise
qualified for offer and sale, nor will an offering document,
prospectus, offering memorandum or admission document be cleared or
approved in respect of any of the Placing Shares under the
securities legislation of the United States or any other Restricted
Territory and, subject to certain exceptions, may not be offered,
sold, transferred, delivered or distributed, directly or
indirectly, in or into those jurisdictions or in any country or
jurisdiction where any such action for that purpose is
required;
7. the content
of this Announcement has been prepared by and is exclusively the
responsibility of the Company and that no Bank nor any of its
Affiliates or its or their respective Representatives nor any
person acting on behalf of any of them has made any representations
to it, express or implied, with respect to the Company, the
Bookbuild, the Placing and the Placing Shares or the truth,
accuracy, completeness or adequacy of this Announcement or the
Exchange Information, nor has or shall have any responsibility or
liability for any information, representation or statement
contained in this Announcement or any information previously or
simultaneously published by or on behalf of the Company, including,
without limitation, any Exchange Information, and will not be
liable for any Placee's decision to participate in the Placing
based on any information, representation or statement contained in
this Announcement or any information previously or simultaneously
published by or on behalf of the Company or otherwise. Nothing in
this paragraph or otherwise in this Announcement excludes the
liability of any person for fraudulent misrepresentation made by
that person;
8. the only
information on which it is entitled to rely and on which such
Placee has relied in committing itself to subscribe for the Placing
Shares is contained in this Announcement and any Exchange
Information, that it has received and reviewed all information that
it believes is necessary or appropriate to make an investment
decision in respect of the Placing Shares, and that it has neither
received nor relied on any other information given or
investigations, representations, warranties or statements made by
any Bank or the Company or any of their respective Affiliates or
its or their respective Representatives or any person acting on
behalf of any of them and no Bank nor the Company nor any of their
respective Affiliates or its or their respective Representatives
will be liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information,
representation, warranty or statement;
9. it has
relied on its own investigation, examination and due diligence of
the business, financial or other position of the Company in
deciding to participate in the Placing;
10. it has not
relied on any information relating to the Company contained in any
research reports prepared by any Bank, any of its Affiliates or any
person acting on its or their behalf and understands that: (i) no
Bank nor any of its Affiliates nor any person acting on its or
their behalf has or shall have any responsibility or liability for:
(x) public information or any representation; or (y) any additional
information that has otherwise been made available to such Placee,
whether at the date of publication, the date of this Announcement
or otherwise; and (ii) no Bank nor any of its Affiliates nor any
person acting on its or 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
publication, the date of this Announcement or otherwise;
11. (i) the
allocation, allotment, issue and delivery to it, or the person
specified by it for registration as holder of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96
of the Finance Act 1986 (depositary receipts and clearance
services); (ii) it is not participating in the Placing as nominee
or agent for any person to whom the allocation, allotment, issue or
delivery of the Placing Shares would give rise to such a liability;
and (iii) the Placing Shares are not being acquired in connection
with arrangements to issue depositary receipts or to issue or
transfer Placing Shares into a clearance service;
12. that no action
has been or will be taken by the Company, any Bank or any person
acting on behalf of the Company or any Bank that would, or is
intended to, permit a public offer of the Placing Shares in the
United States or in any country or jurisdiction where any action
for that purpose is required;
13. (i) it (and any
person acting on its behalf) is entitled to subscribe for the
Placing Shares under the laws of all relevant jurisdictions which
apply to it; (ii) it has paid or will pay any issue, transfer or
other taxes due in connection with its participation in any
territory; (iii) it has fully observed such laws and obtained all
such governmental and other guarantees, permits, authorisations,
approvals and consents which may be required thereunder and
complied with all necessary formalities; (iv) it has not taken any
action or omitted to take any action which will or may result in
any Bank, the Company or any of their respective Affiliates or its
or their respective Representatives acting in breach of the legal
or regulatory requirements of any jurisdiction in connection with
the Placing; and (v) the subscription for the Placing Shares by it
or any person acting on its behalf will be in compliance with
applicable laws and regulations in the jurisdiction of its
residence, the residence of the Company, or otherwise;
14. it (and any
person acting on its behalf) has all necessary capacity and has
obtained all necessary consents and authorities to enable it to
commit to its participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf it is acting, all necessary
consents and authorities to agree to the terms set out or referred
to in this Announcement) and will honour such
obligations;
15. it has complied
with its obligations under the Criminal Justice Act 1993, the UK
Market Abuse Regulation, any delegating acts, implementing acts,
technical standards and guidelines, and in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002, the Terrorism Act 2000, the Anti-Terrorism Crime and Security
Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and the Money Laundering Sourcebook of the FCA and
any related or similar rules, regulations or guidelines issued,
administered or enforced by any government agency having
jurisdiction in respect thereof (together the "Regulations") and, if making payment on
behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third
party as required by the Regulations. If within a reasonable time
after a request for verification of identity the relevant Bank has
not received such satisfactory evidence, such Bank may, in its
absolute discretion, terminate the Placee's Placing participation
in which event all funds delivered by the Placee to such Bank will
be returned (at the Placee's risk) without interest to the account
of the drawee bank or CREST account from which they were originally
debited;
16. 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 acknowledgments, undertakings,
representations and agreements and give the indemnities herein on
behalf of each such person; and (ii) it is and will remain liable
to each Bank and the Company for the performance of all its
obligations as a Placee in respect of the Placing (regardless of
the fact that it is acting for another person). Each Placee agrees
that the provisions of this paragraph shall survive the resale of
the Placing Shares by or on behalf of any person for whom it is
acting;
17. it is a Relevant
Person and undertakes that it will (as principal or agent)
subscribe for, hold, manage and (if applicable) dispose of any
Placing Shares that are allocated to it for the purposes of its
business only;
18. it understands
that 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, and further understands
that this Announcement must not be acted on or relied on by persons
who are not Relevant Persons;
19. if it is in a
member state of the EEA, it is a Qualified Investor;
20. if it is in the
United Kingdom, it is a UK Qualified Investor;
21. in the case of
any Placing Shares subscribed for by it as a financial
intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation or the UK Prospectus Regulation (as
applicable): (i) the Placing Shares subscribed for by it in the
Placing will not be subscribed for on a non-discretionary basis on
behalf of, nor will they be subscribed for with a view to their
offer or resale to persons in a member state of the EEA other than
Qualified Investors, or persons in the United Kingdom other than UK
Qualified Investors or in circumstances in which the prior consent
of the Bookrunners has been given to each such proposed offer or
resale; or (ii) where the Placing Shares have been subscribed for
by it on behalf of persons in any member state of the EEA other
than Qualified Investors, or in the United Kingdom other than UK
Qualified Investors, the offer of those Placing Shares to it is not
treated under the EU Prospectus Regulation or the UK Prospectus
Regulation (as applicable) as having been made to such
persons;
22. it understands,
and each account it represents has been advised that: (i) the
Placing Shares have not been and will not be registered under the
Securities Act or under the applicable securities laws of any state
or other jurisdiction of the United States; and (ii) no
representation has been made as to the availability of any
exemption under the Securities Act or any relevant state or other
jurisdiction's securities laws for the reoffer, resale, pledge or
transfer of the Placing Shares;
23. the Placing
Shares are being offered and sold on behalf of the Company: (i)
outside the United States in offshore transactions (as defined in
Regulation S) pursuant to Regulation S under the Securities Act and
(ii) in the United States solely to investors reasonably believed
to be QIBs in reliance upon Rule 144A under the Securities Act or
another exemption from, or transaction not subject to, the
registration requirements under the Securities Act;
24. it and the
prospective beneficial owner of the Placing Shares is, and at the
time the Placing Shares are subscribed for will be either: (i)
outside the United States and subscribing for the Placing Shares in
an "offshore
transaction" as
defined in, and in accordance with, Regulation S under the
Securities Act or (ii) a QIB which has duly executed and delivered
to the Bookrunners or their respective Affiliates a US Investor
Letter substantially in the form provided to it;
25. it is acquiring
the Placing Shares for investment purposes and is not acquiring the
Placing Shares with a view to, or for offer and sale in connection
with, any distribution thereof (within the meaning of the
Securities Act) that would be in violation of the securities laws
of the United States or any state thereof;
26. it will not
distribute, forward, transfer or otherwise transmit this
Announcement or any part of it, or any other presentation or other
materials concerning the Placing (including electronic copies
thereof), in or into any Restricted Territory to any person and it
has not distributed, forwarded, transferred or otherwise
transmitted any such materials to any person;
27. where it is
subscribing for the Placing Shares for one or more managed
accounts, it is authorised in writing by each managed account to
subscribe for the Placing Shares for each managed account and it
has full power to make, and does make, the acknowledgements,
confirmations, undertakings, representations, warranties and
agreements and to give, and does give, the indemnities herein on
behalf of each such account;
28. if it is a
pension fund or investment company, its subscription for Placing
Shares is in full compliance with applicable laws and
regulations;
29. it has not
offered or sold and, prior to the expiry of a period of six months
from First Admission, will not offer or sell any Placing Shares to
persons in the United Kingdom, except to persons whose ordinary
activities involve them acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes of its
business or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in the United
Kingdom within the meaning of section 85(1) of the FSMA;
30. any offer of
Placing Shares may only be directed at persons in member states of
the EEA who are Qualified Investors and that it has not offered or
sold and will not offer or sell any Placing Shares to persons in
the EEA prior to First 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 EU Prospectus
Regulation;
31. it has only
communicated or caused to be communicated and will only communicate
or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of the
FSMA) relating to the Placing Shares in circumstances in which
section 21(1) of the FSMA does not require approval of the
communication by an authorised person;
32. it has complied
and will comply with all applicable laws (including, in the United
Kingdom, all relevant provisions of the FSMA and the Financial
Services Act 2012) with respect to anything done by it in relation
to the Placing Shares;
33. if it has
received any "inside information"
as defined in the UK Market Abuse Regulation about
the Company in advance of the Placing, it has not: (i) dealt in the
securities of the Company; (ii) encouraged or required another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person except as permitted by the UK Market
Abuse Regulation, prior to the information being made publicly
available;
34. (i) it (and any
person acting on its behalf) has the funds available to pay for the
Placing Shares it has agreed to subscribe for and it (and any
person acting on its behalf) will make payment for the Placing
Shares allocated to it in accordance with this Announcement on the
due time and date set out herein against delivery of such Placing
Shares to it, failing which the relevant Placing Shares may be
placed with other persons or sold as the Bookrunners (or their
assignee) may in its discretion determine and without liability to
such Placee. 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, fines 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;
35. its allocation
(if any) of Placing Shares will represent a maximum number of
Placing Shares to which it will be entitled, and required, to
acquire, and that the Bookrunners or the Company may call upon it
to acquire a lower number of Placing Shares (if any), but in no
event in aggregate more than the aforementioned maximum;
36. subscription for
Firm Placing Shares is not subject to the passing of the
Resolution, that the Conditional Placing is subject to the passing
of the Resolution at the General Meeting and, if the Resolution is
not passed, the Firm Placing may proceed without the Conditional
Placing proceeding;
37. none of the
Banks nor any of their respective Affiliates or their respective
Representatives nor any person acting on behalf of any of them, is
making any recommendations to it or advising it regarding the
suitability or merits of any transactions it may enter into in
connection with the Placing and participation in the Placing is on
the basis that it is not and will not be a client of any Bank and
no Bank has any duties or responsibilities to it for providing the
protections afforded to its clients or customers or for providing
advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of any Bank's rights and obligations thereunder including any
rights to waive or vary any conditions or exercise any termination
right;
38. the exercise by
the Bookrunners of any right or discretion under the Placing
Agreement shall be within the absolute discretion of the
Bookrunners and the Bookrunners need not have any reference to any
Placee and shall have no liability to any Placee whatsoever in
connection with any decision to exercise or not to exercise any
such right and each Placee agrees that it has no rights against any
Bank, the Company or any of their respective Affiliates under the
Placing Agreement pursuant to the Contracts (Rights of Third
Parties) Act 1999 (as amended) or otherwise;
39. the person whom
it specifies for registration as holder of the Placing Shares will
be: (i) itself; or (ii) its nominee, as the case may be. None of
the Banks, the Company nor any of their respective Affiliates will
be responsible for any liability to stamp duty or stamp duty
reserve tax or other similar duties or taxes (together with any
interest, fines or penalties) resulting from a failure to observe
this requirement. Each Placee and any person acting on behalf of
such Placee agrees to indemnify the Company, each Bank and their
respective Affiliates and its and their respective Representatives
in respect of the same on an after-tax basis on the basis that the
Placing Shares will be allotted to the CREST stock account of the
relevant Bank who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions;
40. these terms and
conditions and any agreements entered into by it pursuant to these
terms and conditions (including any non-contractual obligations
arising out of or in connection with such agreements) shall be
governed by and construed in accordance with the laws of England
and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction
of the English courts as regards any claim, dispute or matter
arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may
be taken by any Bank or the Company in any jurisdiction in which
the relevant Placee is incorporated or in which any of its
securities have a quotation on a recognised stock
exchange;
41. each of the
Company, each Bank and their respective Affiliates, its and their
respective Representatives and others will rely upon the truth and
accuracy of the representations, warranties, agreements,
undertakings and acknowledgements set forth herein and which are
given to each Bank on its own behalf and on behalf of the Company
and are irrevocable and it irrevocably authorises each Bank and the
Company to produce this Announcement, pursuant to, in connection
with, or as may be required by any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect
to the matters set forth herein;
42. it will
indemnify on an after-tax-basis and hold the Company, each Bank and
their respective Affiliates and its and their respective
Representatives and any person acting on behalf of any of them
harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of, directly or
indirectly, or in connection with any breach by it of the
representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
43. it irrevocably
appoints any director or authorised signatory of any Bank 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;
44. its commitment
to acquire Placing Shares on the terms set out herein and in any
contract note will continue notwithstanding any amendment that may
in future be made to the terms and conditions of the Placing and
that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or the
Banks' conduct of the Placing;
45. in making any
decision to subscribe for the Placing Shares: (i) it has sufficient
knowledge, sophistication and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares; (ii) it is
experienced in investing in securities of a similar nature to the
Shares and in the sector in which the Company operates and is aware
that it may be required to bear, and is able to bear, the economic
risk of participating in, and is able to sustain a complete loss in
connection with, the Placing and has no need for liquidity with
respect to its investment in the Placing Shares; (iii) it has
relied solely on its own investigation, examination, due diligence
and analysis of the Company and its Affiliates taken as a whole,
including the markets in which the Group operates, and the terms of
the Placing, including the merits and risks involved, and not upon
any view expressed or information provided by or on behalf of any
Bank; (iv) it has had sufficient time and access to information to
consider and conduct its own investigation with respect to the
offer and purchase of the Placing Shares, including the legal,
regulatory, tax, business, currency and other economic and
financial considerations relevant to such investment and has so
conducted its own investigation to the extent it deems necessary to
enable it to make an informed and intelligent decision with respect
to making an investment in the Placing Shares; (v) it is aware and
understands that an investment in the Placing Share involves a
considerable degree of risk; and (vi) it will not look to any Bank,
any of its Affiliates or its or their respective Representatives or
any person acting behalf of any of them for all or part of any such
loss or losses it or they may suffer;
46. neither the
Company nor any Bank owes any fiduciary or other duties to it or
any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement or these terms
and conditions;
47. in connection
with the Placing, each Bank and any of its Affiliates acting as an
investor for its own account may take up shares in the Company and
in that capacity may retain, purchase or sell for its own account
such shares in the Company and any securities of the Company or
related investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing.
Accordingly, references in this Announcement to Placing Shares
being issued, offered or placed should be read as including any
issue, offering or placement of such shares in the Company to any
Bank or any of its Affiliates acting in such capacity. In addition,
any Bank or any of its Affiliates may enter into financing
arrangements and swaps with investors in connection with which such
Bank or any of its Affiliates may from time to time acquire, hold
or dispose of such securities of the Company, including the Placing
Shares. None of the Banks nor any of their respective Affiliates
intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so; and
48. a communication
that the Placing or the book is "covered" (i.e. indicated demand
from investors in the book equals or exceeds the amount of the
securities being offered) is not any indication or assurance that
the book will remain covered or that the Placing and securities
will be fully distributed by the Banks. Each Bank reserves the
right to take up a portion of the securities in the Placing as a
principal position at any stage at its sole discretion, among other
things, to take account of the Company's objectives, UK MiFID II
requirements and/or its allocation policies.
The foregoing acknowledgements,
confirmations, undertakings, representations, warranties and
agreements are given for the benefit of each of the Company and
each Bank (for their own benefit and, where relevant, the benefit
of their respective Affiliates and/or Representatives (as
applicable) and any person acting on their behalf) and are
irrevocable.
Miscellaneous
The agreement to allot and issue
Placing Shares to Placees (or the persons for whom Placees are
contracting as nominee or agent) free of UK stamp duty and UK stamp
duty reserve tax relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, direct
from the Company for the Placing Shares in question. Neither the
Company nor any Bank will be responsible for any UK stamp duty or
UK stamp duty reserve tax (including any interest, fines and
penalties relating thereto) arising in relation to the Placing
Shares in any other circumstances.
Such agreement is subject to the
representations, warranties and further terms above and also
assumes, and is based on a warranty from each Placee, 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. Neither the Company
nor any Bank is liable to bear any stamp duty or stamp duty reserve
tax or any other similar duties or taxes (including, without
limitation, other stamp, issue, securities, transfer, registration,
capital, or documentary duties or taxes) ("transfer taxes") that
arise: (i) if there are any such arrangements (or if any such
arrangements arise subsequent to the acquisition by Placees of
Placing Shares); or (ii) on a sale of Placing Shares; or (iii)
otherwise than under the laws of the United Kingdom. Each 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 transfer taxes undertakes to pay such transfer
taxes forthwith, and agrees to indemnify on an after-tax basis and
hold each Bank and/or the Company and their respective
Affiliates (as the case may be) harmless from any such transfer
taxes, and all interest, fines or penalties in relation to such
transfer taxes. Each Placee should, therefore, take its own advice
as to whether any such transfer tax liability arises.
In this Announcement,
"after-tax
basis" means
in relation to any payment made to the Company, each Bank or their
respective Affiliates or its or their respective Representatives
pursuant to this Announcement where the payment (or any part
thereof) is chargeable to any tax, a basis such that the amount so
payable shall be increased so as to ensure that after taking into
account any tax chargeable (or which would be chargeable but for
the availability of any relief unrelated to the loss, damage, cost,
charge, expense or liability against which the indemnity is given
on such amount (including on the increased amount)) there shall
remain a sum equal to the amount that would otherwise have been so
payable.
Each Placee, and any person acting
on behalf of each Placee, acknowledges and agrees that each Bank
and/or any of its Affiliates may, at their absolute discretion,
agree to become a Placee in respect of some or all of the Placing
Shares. Each Placee acknowledges and is aware that each Bank is
receiving a fee and a commission in connection with its role in
respect of the Placing as detailed in the Placing
Agreement.
When a Placee or person acting on
behalf of the Placee is dealing with either Bank any money held in
an account with such Bank on behalf of the Placee and/or any person
acting on behalf of the Placee will not be treated as client money
within the meaning of the rules and regulations of the FCA made
under the FSMA. The Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as
a consequence, this money will not be segregated from the relevant
Bank's money in accordance with the client money rules and will be
used by the relevant Bank in the course of its own business; and
the Placee will rank only as a general creditor of that
Bank.
Time is of the essence as regards
each Placee's obligations under this Appendix.
Any document that is to be sent to
it in connection with the Placing will be sent at its risk and may
be sent to it at any address provided by it to any Bank.
The rights and remedies of each
Bank, its agent and the Company under the terms and conditions set
out in this Appendix are in addition to any rights and remedies
which would otherwise be available to each of them and the exercise
or partial exercise of one will not prevent the exercise of
others.
Each Placee may be asked to
disclose, in writing or orally to each Bank: (i) if they are an
individual, their nationality; or (ii) if they are a discretionary
fund manager, the jurisdiction in which the funds are managed or
owned.
The price of shares and any income
expected from them may go down as well as up and investors may not
get back the full amount invested upon disposal of the shares. Past
performance is no guide to future performance and persons needing
advice should consult an independent financial adviser.
All times and dates in this
Announcement may be subject to amendment. The Banks shall notify
the Placees and any person acting on behalf of the Placees of any
changes.