TIDMBYOT
RNS Number : 9658M
Byotrol PLC
03 August 2017
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL ("RESTRICTED JURISDICTION"). THIS ANNOUNCEMENT IS
NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE
SECURITIES DISCUSSED HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "US
SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER
THE US SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES
DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE
INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF
SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
SINGAPORE OR THE REPUBLIC OF SOUTH AFRICA.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY
AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION
TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN BYOTROL PLC IN
ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL.
3 August 2017
Byotrol plc
Proposed Placing of up to 103,787,000 New Ordinary Shares at 4
pence per share
Proposed Subscription of up to 3,000,000 New Ordinary Shares at
4 pence per share
and Open Offer of up to 26,805,156 New Ordinary Shares at 4
pence per share
Key Points
-- Placing and Subscription to raise up to GBP4.3 million before
expenses at a price of 4 pence per share
-- Placing being conducted through an accelerated book build
process which will open with immediate effect following this
announcement
-- Open Offer to Qualifying Shareholders (with excess
application facility) to raise up to GBP1.1 million at a price of 4
pence per share
-- Proceeds of Fundraise mainly to be used to accelerate the
Group's growth plans in three core markets
-- Issue Price represents a discount of approximately 14 per
cent. to the closing mid-market price of Byotrol's existing
ordinary shares of 4.625 pence on 2 August 2017
-- Placing and Subscription Shares, assuming full take-up, will
represent approximately 39.8 per cent of the Company's existing
issued share capital
-- Open Offer Shares, assuming full take-up, will represent
approximately 10 per cent. of the Company's existing issued share
capital
-- The Fundraise is conditional, inter alia, upon Admission
-- Further details of the Placing are set out in the appendix to this announcement
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 ("MAR").
Contacts:
Byotrol plc 01925 742 000
David Traynor - Chief Executive
finnCap Ltd 020 7220 0500 (Nominated Adviser & Broker)
Geoff Nash/Carl Holmes/James Thompson - Corporate Finance
Important notice
Neither the contents of the Company's website nor the contents
of any website accessible from hyperlinks on the Company's website
(or any other website) is incorporated into, or forms part of, this
announcement.
This announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
The content of this announcement has not been approved by an
authorised person within the meaning of the Financial Services and
Markets Act 2000 ("FSMA"). This announcement has been issued by and
is the sole responsibility of the Company. The information in this
announcement is subject to change.
This announcement is not an offer of securities for sale into
the United States. The securities referred to herein have not been
and will not be registered under the U.S. Securities Act of 1933,
as amended (the "Securities Act"), and may not be offered or sold,
directly or indirectly, in or into the United States, except
pursuant to an applicable exemption from registration. No public
offering of securities is being made in the United States. This
announcement is not for release, publication or distribution,
directly or indirectly, in or into the United States, Australia,
Canada, the Republic of South Africa, Japan or any jurisdiction
where to do so might constitute a violation of local securities
laws or regulations (a "Prohibited Jurisdiction"). This
announcement and the information contained herein are not for
release, publication or distribution, directly or indirectly, to
persons in a Prohibited Jurisdiction unless permitted pursuant to
an exemption under the relevant local law or regulation in any such
jurisdiction.
finnCap Ltd ("finnCap") is authorised and regulated by the
Financial Conduct Authority in the United Kingdom. finnCap is
acting solely as nominated adviser, broker and bookrunner
exclusively for the Company and no one else in connection with the
contents of this announcement and will not regard any other person
(whether or not a recipient of this announcement) as its client in
relation to the contents of this announcement nor will it be
responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the contents of this announcement. Apart from the
responsibilities and liabilities, if any, which may be imposed on
finnCap by FSMA or the regulatory regime established thereunder,
finnCap accepts no responsibility whatsoever, and makes no
representation or warranty, express or implied, for the contents of
this announcement including its accuracy, completeness or
verification or for any other statement made or purported to be
made by it, or on behalf of it, the Company or any other person, in
connection with the Company and the contents of this announcement,
whether as to the past or the future. finnCap accordingly disclaims
all and any liability whatsoever, whether arising in tort, contract
or otherwise (save as referred to above), which it might otherwise
have in respect of the contents of this announcement or any such
statement.
In connection with the Placing, finnCap and its respective
affiliates, acting as investors for their own accounts, may
subscribe for or purchase ordinary shares in the Company ("Ordinary
Shares") and in that capacity may retain, purchase, sell, offer to
sell or otherwise deal for their own accounts in such Ordinary
Shares and other securities of the Company or related investments
in connection with the Placing or otherwise. Accordingly,
references to the Ordinary Shares being offered, subscribed,
acquired, placed or otherwise dealt in should be read as including
any offer to, or subscription, acquisition, placing or dealing by
finnCap and any of its respective affiliates acting as investors
for their own accounts. In addition, finnCap or its respective
affiliates may enter into financing arrangements and swaps in
connection with which it or its affiliates may from time to time
acquire, hold or dispose of Ordinary Shares. finnCap has no
intention to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
Forward-looking Statements
This announcement includes "forward-looking statements" which
include all statements other than statements of historical facts,
including, without limitation, those regarding the Company's
business strategy, plans and objectives of management for future
operations, or any statements proceeded by, followed by or that
include the words "targets", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "would", "could" or
similar expressions or negatives thereof. Such forward-looking
statements involve known and unknown risks, uncertainties and other
important factors beyond the Company's control that could cause the
actual results, performance or achievements of the Company to be
materially different from future results, performance or
achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous
assumptions regarding the Company's present and future business
strategies and the environment in which the Company will operate in
the future. No undue reliance should be placed upon forward-looking
statements. These forward looking statements speak only as at the
date of this announcement. The Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statements contained herein to reflect any
change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statements are based, unless required to do so by applicable law or
the AIM Rules for Companies.
Byotrol plc
Proposed Placing of up to 103,787,000 New Ordinary Shares at 4
pence per share
Proposed Subscription of up to 3,000,000 New Ordinary Shares at
4 pence per share
and Open Offer of up to 26,805,156 New Ordinary Shares at 4
pence per share
1. Introduction
The Company today announces a conditional Placing by finnCap of
up to 103,787,000 new Ordinary Shares at 4p per share and a
conditional Subscription of up to 3,000,000 new Ordinary Shares at
4p per share to raise GBP4.3 million (before expenses) and an
associated Open Offer to raise up to GBP1.1 million. The net
proceeds of the Fundraising, amounting to between GBP4.0 million
and GBP5.1 million, will be mainly used to invest in sales and
marketing resource to drive sales in the EU and in the US following
the recent EPA approval.
The Placing, Subscription and Open Offer are conditional on,
inter alia, the passing of the Resolutions at the General Meeting
and Admission. It is expected that, subject to passing the
Resolutions, the New Ordinary Shares will be admitted to trading on
AIM on 5 September 2017.
The Issue Price represents a discount of approximately 14 per
cent. to the closing mid-market price of 4.625 pence per Ordinary
Share on 2 August 2017 (being the last practical date prior to the
announcement of the Fundraising).
2. Background to and Reasons for the Placing and Open Offer
Byotrol has today reported its first EBITDA positive year
(before share-based payments and R&D tax credits) alongside its
preliminary results. This was achieved through rationalising
product lines, focused development spend to advance the Company's
technologies, efficiencies in the supply chain and increased sales,
particularly via development contracts. The Company will continue
to focus on improving efficiencies in the business, but the Board
believes that Byotrol is also now well placed to drive significant
growth from three new technology platforms: surface care in the US,
surface care in Europe (and the rest of the world) and alcohol-free
hand sanitisers.
On 13 June 2017, Byotrol received US EPA registration for its
proprietary germ-kill surface sanitiser which allows the Company to
claim high performance cleaning and viricidal action along with
such claims as "Anti-bacterial for 24 hours" and "Eliminates
>99.9% of viruses". The Directors are not aware of any other
cleaning or sanitising products that can make 24 hour germ kill
claims to US consumer markets and as such believe that Byotrol has
a unique opportunity in the US, which the Directors estimate as a
$1bn addressable market. Depending on the structure of any
commercial deal that is agreed, the Directors believe that the
products could have on shelf presence in the US in H1 2018.
Outside of the US, Byotrol continues work alongside Solvay SA
("Solvay") to develop and commercialise long-lasting biocidal
products to market in Europe and the rest of the world in the
consumer, human and animal health and industrial markets. The
Company has patented one such formulation for the EU consumer
market and has launched it under the Actizone(R) trading name that
it intends will be included in third-party branded surface care
products targeted at EU consumers. The Directors estimate this
market to be worth in the hundreds of EU millions.
Byotrol has also recently patented a new formulation of
alcohol-free hand sanitisers which the Directors expect to be
approved by EU regulators as the EU Biocidal Regulations come into
force over the next few years. This new product is targeted at
alcohol-intolerant or alcohol-sceptical users in the healthcare,
business workplace and consumer sectors. The Company has already
signed deals with blue-chip customers in the UK, including now
supplying directly into the UK NHS, in Japan and Malaysia and is
also now marketing its product (via an agent) under the American
Red Cross brand in the US.
The Directors believe the biocides sector as a whole is growing
and that business and consumer awareness of microbial risks is
increasing. At the same time, the Directors believe that increasing
regulation is (1) decreasing the current number of biocides
available in the market and (2) creating high barriers to entry for
new product due to the complex, time-consuming and expensive
processes required by the EU and EPA in the US. As such the sector
is undergoing an evolution both in B2B and B2C which the Directors
believe, with additional funding, Byotrol can capitalise upon to
drive substantial growth across its business activities.
The funds received from the Fundraise will allow the Directors
to invest in sales and marketing resource in the US, along with
resource for European and rest of world sales. In addition, the
funds will allow the Board to strengthen Byotrol's balance sheet,
so assisting in negotiations with suppliers, customers and
potential licensees of its technology. The Company also wishes to
redeem the GBP380,000 of outstanding convertible loan notes issued
in December 2013 ("CLNs"). Holders of CLNs may call for the
conversion of their CLNs into shares. Those directors currently
holding CLNs have indicated they will convert their CLNs into
shares. The CLNs have a coupon of 10 per cent.
3. Current Trading and Prospects
The Company has today released its Preliminary Results for the
year ended 31st March 2017 and is continuing to make good progress.
The Directors believe that Byotrol's financial performance in this
current financial year will follow a similar profile to FYE 2017,
with progress in the first half of the year and then accelerating
in H2.
This year the Company is expecting that the majority of the
growth will arise from healthcare and consumer sales (including
technical development agreements).
4. Details of the Placing and Subscription
The Company is proposing to raise, in aggregate, GBP4.3 million
(before commissions and expenses) by means of the Placing and
Subscription. The Placing Shares and Subscription Shares will
represent approximately 39.8 per cent. of the Existing Ordinary
Shares. The aggregate net proceeds after costs related to the
Placing and Subscription are expected to be GBP4.0 million. The
Placing and Subscription Shares shall, when issued, rank in full
for any dividend or other distribution declared, made or paid after
Admission and otherwise equally in all respects with the Existing
Ordinary Shares.
Application will be made to London Stock Exchange for the
Placing and Subscription Shares to be admitted to trading on AIM
and it is anticipated that trading in the Placing and Subscription
Shares will commence on AIM at 8.00 a.m. on 5 September 2017.
The Placing and Subscription are conditional upon, amongst other
things:
(i) the Placing Agreement becoming unconditional in all respects
(save for Admission) and not having been terminated;
(ii) the Resolutions being passed at the General Meeting; and
(iii) admission of the Placing and Subscription Shares to
trading on AIM becoming effective by not later than 8.00 a.m. on 5
September 2017 or such later date (being not later than 8.00 a.m.
on 15 September 2017) as the Company and finnCap may agree.
Pursuant to the terms of the Placing Agreement, finnCap as agent
for the Company, has agreed to use its reasonable endeavours to
procure placees for the Placing Shares at the Issue Price; the
Placing Agreement contains warranties from the Company in favour of
finnCap in relation to, inter alia, the accuracy of the information
contained in the documents relating to the Placing and certain
other matters relating to the Company and its business. In
addition, the Company has agreed to indemnify finnCap in relation
to certain liabilities that it may incur in respect of the
Placing.
finnCap may terminate the Placing Agreement in certain
circumstances (including for breach of warranty at any time prior
to Admission, if such breach is reasonably considered by finnCap to
be material in the context of the Placing) and in the event of a
force majeure event or material adverse change occurring at any
time prior to Admission.
5. Details of the Open Offer
The Company considers it important that Qualifying Shareholders
have an opportunity (where it is practicable for them to do so) to
participate at the same price per Ordinary Share as the Placing and
Subscription and accordingly the Company is making the Open Offer
to Qualifying Shareholders. The Company is proposing to raise a
maximum of GBP1.1 million (before expenses) (assuming full take up
of the Open Offer but being less than the EUR5 million maximum
amount permitted without requiring the publication by the Company
of a prospectus under the Prospectus Rules) through the issue of up
to 26,805,156 Open Offer Shares.
The Open Offer Shares are available to Qualifying Shareholders
pursuant to the Open Offer at the Issue Price of 4 pence per Open
Offer Share, payable in full on acceptance. Any Open Offer Shares
not applied for by Qualifying Shareholders will be available to
Qualifying Shareholders under the Excess Application Facility.
Qualifying Shareholders may apply for Open Offer Shares under
the Open Offer at the Issue Price on the following basis:
1 Open Offer Share for every 10 Existing Ordinary Shares
held by the Qualifying Shareholder on the Record Date
Entitlements of Qualifying Shareholders to apply for Open Offer
Shares will be rounded down to the nearest whole number of Open
Offer Shares. Fractional entitlements which would otherwise arise
will not be issued to the Qualifying Shareholders but will be
aggregated and made available under the Excess Application
Facility. The Excess Application Facility enables Qualifying
Shareholders to apply for Excess Shares in excess of their Open
Offer Entitlement. Not all Shareholders will be Qualifying
Shareholders. Shareholders who are located in, or are citizens of,
or have a registered office in the Restricted Jurisdictions will
not qualify to participate in the Open Offer.
Valid applications by Qualifying Shareholders will be satisfied
in full up to their Open Offer Entitlements as shown on the
Application Form. Applicants can apply for less or more than their
entitlements under the Open Offer but the Company cannot guarantee
that any application for Excess Shares under the Excess Application
Facility will be satisfied as this will depend in part on the
extent to which other Qualifying Shareholders apply for less than
or more than their own Open Offer Entitlements. The Company may
satisfy valid applications for Excess Shares of applicants in whole
or in part but reserves the right not to satisfy any excess above
any Open Offer Entitlement. The Board may scale back applications
made in excess of Open Offer Entitlements on such basis as it
reasonably considers to be appropriate.
Application has been made for the Open Offer Entitlements to be
admitted to CREST. It is expected that such Open Offer Entitlements
will be credited to CREST on 4 August 2017. The Open Offer
Entitlements will be enabled for settlement in CREST until 11.00
a.m. on 30 August 2017. Applications through the CREST system may
only be made by the Qualifying CREST Shareholder originally
entitled or by a person entitled by virtue of bona fide market
claims. The Open Offer Shares must be paid in full on application.
The latest time and date for receipt of completed Application Forms
or CREST applications and payment in respect of the Open Offer is
11.00 a.m. on 30 August 2017.
Qualifying Shareholders should note that the Open Offer is not a
rights issue and therefore the Open Offer Shares which are not
applied for by Qualifying Shareholders will not be sold in the
market for the benefit of the Qualifying Shareholders who do not
apply under the Open Offer. The Application Form is not a document
of title and cannot be traded or otherwise transferred.
The Open Offer is conditional on the Placing becoming
unconditional in all respects and not being terminated before
Admission (as the case may be). Accordingly, if the conditions to
the Placing are not satisfied or waived (where capable of waiver),
the Open Offer will not proceed and the Open Offer Shares will not
be issued and all monies received by the Receiving Agent will be
returned to the applicants (at the applicant's risk and without
interest) as soon as possible, but within 14 days thereafter. Any
Open Offer Entitlements admitted to CREST will thereafter be
disabled.
The Open Offer 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 New Ordinary Shares, including the
right to receive all dividends and other distributions declared,
made or paid after the date of their issue.
6. Effect of the Fundraise
Upon Admission, and assuming full take up of the Open Offer
Entitlements, the Enlarged Issued Share Capital is expected to be
401,643,721 Ordinary Shares. On this basis, the New Ordinary Shares
will represent approximately 33.3 per cent. of the Company's
Enlarged Issued Share Capital.
Following the issue of the New Ordinary Shares pursuant to the
Fundraising, assuming full take up of the Open Offer Entitlements,
Qualifying Shareholders who do not take up any of their Open Offer
Entitlements nor participate in the Fundraise will suffer a
dilution of approximately 49.8 per cent. to their interests in the
Company. If a Qualifying Shareholder takes up his Open Offer
Entitlement in full, and does not participate in the Placing and
Subscription, he will suffer a dilution of approximately 39.8 per
cent. to his interest in the Company.
7. General Meeting
At the end of the circular you will find a notice convening the
General Meeting to be held at the offices of finnCap, 60 New Broad
Street, London EC2M 1JJ on 4 September 2017 at 11.00 a.m.. The
notice contains the text of the Resolutions that are to be proposed
at the General Meeting to authorise the Directors to allot the New
Ordinary Shares under the Placing and Subscription and to disapply
Shareholders' pre-emption rights under the Companies Act 2006 in
respect of the Placing and Subscription Shares. The Fundraise is
conditional on the passing of the Resolutions.
The Resolutions, if passed, will allow the New Ordinary Shares
to be issued at a price of 4 pence each (representing a 14 per
cent. discount to the closing middle market price for an Ordinary
Share of 4.625 pence for the business day immediately prior to the
date of this announcement) without them first being offered to
Shareholders generally in accordance with their statutory
pre-emption rights. The Directors have concluded that proceeding
with the Placing and Subscription, alongside the Open Offer, is the
most suitable option available to the Company for raising
additional funds through the issue of Ordinary Shares and that
issuing the Placing and Subscription Shares at such a discount is
fair and reasonable so far as all existing Shareholders are
concerned. The Issue Price has been set by the Directors following
their assessment of market conditions and following discussions
with a number of institutional investors.
8. Recommendation
The Directors consider the Resolutions to be proposed at the
General Meeting to be in the best interests of the Company and the
Shareholders as a whole. Consequently, the Directors unanimously
recommend that you vote in favour of the Resolutions to be proposed
at the General Meeting, as they intend to do in respect of the
8,225,240 Ordinary Shares held, directly or indirectly, by them
representing approximately 3.1 per cent. of the total voting rights
of the Company.
APPIX
TERMS AND CONDITIONS OF THE PLACING
For Invited Placees only - Important Information
1. Introduction
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE TERMS AND
CONDITIONS CONTAINED HEREIN, (TOGETHER, THIS "ANNOUNCEMENT") IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF
IRELAND JAPAN, NEW ZEALAND OR ANY JURISDICTION IN WHICH THE SAME
WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT
(INCLUDING THE APPIX) COMES ARE REQUIRED BY THE COMPANY AND FINNCAP
TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE ("QUALIFIED
INVESTORS"); AND (B) PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS AND FALL WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN
ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (C) ARE PERSONS WHO ARE
OTHERWISE LAWFULLY PERMITTED TO RECEIVE IT WITHOUT REQUIRING THE
COMPANY TO ISSUE A PROSPECTUS APPROVED BY COMPETENT REGULATORS (ALL
SUCH PERSONS REFERRED TO IN (A), (B) AND (C), TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE
INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO
ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT
OR INVESTMENT ACTIVITY TO WHICH THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
APPIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION
OF ANY SECURITIES IN THE COMPANY.
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN
AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (AS AMED). RELIANCE ON THIS ANNOUNCEMENT FOR THE
PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN
INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR
OTHER ASSETS INVESTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR OR PURCHASE
OF THE PLACING SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH,
REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE
WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES OR ELSEWHERE.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Australia, Canada,
Japan or the Republic of South Africa or any other jurisdiction in
which the same would be unlawful. No public offering of the Placing
Shares is being made in any such jurisdiction.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or
offering in compliance with the securities laws of any state,
province or territory of Australia, Canada, Japan or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
By participating in the Bookbuild and the Placing, each Placee
will be deemed to have read and understood this Announcement in its
entirety to be participating, making an offer and acquiring Placing
Shares on the terms and conditions contained herein and to be
providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix.
Members of the public are not eligible to take part in the
Placing.
In this Appendix:
(a) "you" or "Placee" means any person who becomes committed
through the Bookbuild to subscribe for Placing Shares; and
(b) terms defined elsewhere in this announcement have the same
meanings, unless the context requires otherwise.
Various dates referred to in this Announcement are stated on the
basis of the expected timetable for the Placing. It is possible
that some of these dates may be changed. The expected date for
Admission is 5 September 2017 and, in any event, the latest date
for Admission is 15 September 2017 (the "Long Stop Date").
2. Details of the Placing
finnCap has today entered into the Placing Agreement pursuant to
which, subject to the conditions set out in such agreement, they
have agreed to use their reasonable endeavours to procure
subscribers for the Placing Shares at the Placing Price with
certain institutional and other investors.
No element of the Placing is underwritten.
The Placing of the Placing Shares is conditional upon the
Placing Agreement becoming unconditional in all respects.
The Shares will, when issued, be subject to the articles of
association of the Company, be credited as fully paid and rank pari
passu in all respects with the Existing Ordinary Shares immediately
following the passing of the Resolutions at the General Meeting,
including the right to receive dividends and other distributions
declared or made following Admission.
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM. Admission is
conditional upon, amongst other things, the conditions in the
Placing Agreement being satisfied and the Placing Agreement not
having been terminated in accordance with its terms. It is expected
that Admission will become effective at 8.00 a.m. on 5 September
2017 and that dealings in the Placing Shares will commence at that
time.
3. Bookbuild
finnCap is proceeding with a share placing bookbuild process
(the "Bookbuild") for the purpose of assessing demand from
institutional and other investors for subscribing for Placing
Shares at the Placing Price and the Company then issuing those
shares under the Placing to raise up to GBP4.2 million for the
Company before expenses. finnCap is acting as the Company's agent
in respect of the Bookbuild and the Placing.
The Bookbuild is expected to close at or before 6.00 p.m. today.
The Company will then release an announcement through the London
Stock Exchange's Regulatory Information Service confirming the
number of Placing Shares to be issued and the amount to be raised
under the Placing. finnCap will determine the basis for allocating
Placing Shares to bids submitted to it in the Bookbuild and may at
its discretion (i) accept bids, either in whole or in part, (ii)
accept bids that are received after the Bookbuild has closed,
and/or (iii) scale down all or any bids on such basis as it
considers appropriate. finnCap may carry out the Placing by any
alternative method to the Bookbuild as it chooses. Neither finnCap
nor any other finnCap Person will have any liability to Placees
(subject to applicable law) or to anyone else other than the
Company in respect of the Placing or in respect of its conduct of
the Bookbuild or of any alternative method that it may adopt for
carrying out the Placing.
The Company and finnCap may, by agreement with each other,
increase the amount to be raised through the Placing. The Company
also reserves the right to allow officers of the Company and/or
Group employees to subscribe for some of the Placing Shares at the
Placing Price, with finnCap's agreement, on substantially the same
or similar terms as apply to those Relevant Persons subscribing for
shares under the Placing.
4. Participation and settlement
Participation in the Bookbuild is only available to persons who
are invited to participate in it by finnCap.
If you are invited to participate in the Bookbuild and wish to
do so, you should communicate your bid by telephone to your usual
broking contact at finnCap. Each bid should state the number of
Placing Shares which you wish to subscribe for at the Placing
Price. If your bid is successful, in whole or in part, your
allocation will be confirmed orally following the close of the
Bookbuild. finnCap's oral confirmation of your allocation will
constitute a legally binding commitment on your part to subscribe
for the number of Placing Shares allocated to you at the Placing
Price on the terms and subject to the conditions set out or
referred to in this Appendix and subject to the Company's
constitution.
A person who submits a bid in the Bookbuild will not be able,
without finnCap's agreement, to vary or revoke the bid before the
close of the Bookbuild. Such a person will not be able, after the
close of the Bookbuild, to vary or revoke a submitted bid in any
circumstances.
If you are allocated Placing Shares in the Bookbuild, you will
be sent a written confirmation stating (i) the number of Placing
Shares allocated to you, (ii) the aggregate amount you will be
required to pay for those Placing Shares at the Placing Price,
(iii) relevant settlement information, and (iv) settlement
instructions. Settlement instructions will accompany each written
confirmation and, on receipt, should be confirmed back to finnCap
by the date and time stated in it. Settlement of transactions in
the Placing Shares will take place within the CREST system, subject
to certain exceptions, on a "delivery versus payment" (or "DVP")
basis. finnCap reserves the right to require settlement for and/or
delivery to any Placee of any Placing Shares to be made by such
other means as it may deem appropriate if delivery or settlement is
not possible or practicable within the CREST system within the
timetable set out in this announcement. If your Placing Shares are
to be delivered to a custodian or settlement agent, you should
ensure that the written confirmation is copied and delivered
promptly to the appropriate person within that organisation.
Each Placee's obligations to subscribe and pay for Placing
Shares under the Placing will be owed to each of the Company and
finnCap. No commissions will be paid to or by Placees in respect of
their agreement to subscribe for any Placing Shares.
Placees' commitments in respect of Placing Shares will be made
solely on the basis of the information contained in this
Announcement and on the terms contained in it. No admission
document for the purposes of the AIM Rules nor any prospectus is
required to be published, or has been or will be published, in
relation to the Placing or the Placing Shares.
5. Placing conditions
Under the terms of the Placing Agreement finnCap has agreed to
use its reasonable endeavours as the Company's agent to procure
subscribers for Placing Shares at the Placing Price.
The Placing is conditional on, inter alia: (i) finnCap's
obligations under the Placing Agreement not being terminated in
accordance with its terms, (ii) the passing of the Resolutions at
the General Meeting that is to be proposed in the notice of that
meeting that is to be included in the Company's circular to its
shareholders concerning the Placing and the Open Offer, (iii)
Admission taking place not later than 8.00 a.m. on 5 September
2017, and (iv) finnCap's obligations under the Placing Agreement
becoming unconditional in all other respects. finnCap may extend
the time and/or date for the fulfilment of any of the conditions in
the Placing Agreement to a time no later than 5.00 p.m. on the Long
Stop Date. If any such condition is not fulfilled (and, if capable
of waiver under the Placing Agreement, is not waived by finnCap) by
the relevant time, the Placing will lapse and your rights and
obligations in respect of the Placing will cease and terminate at
such time.
finnCap may terminate its obligations under the Placing
Agreement prior to Admission in certain circumstances including,
among other things, following a material breach of the Placing
Agreement by the Company. The exercise of any right of termination
pursuant to the Placing Agreement, any waiver of any condition in
the Placing Agreement and any decision by finnCap whether or not to
extend the time for satisfaction of any condition in the Placing
Agreement are within finnCap's absolute discretion (as is the
exercise of any right or power of finnCap under the terms of this
Appendix). finnCap will have no liability to you or to anyone else
in respect of any such termination, waiver or extension or any
decision to exercise or not to exercise any such right of
termination, waiver or extension.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim can be made by any Placee in respect
thereof.
6. Placees' warranties and undertakings
By communicating a bid to finnCap under the Bookbuild you will
irrevocably acknowledge and confirm and warrant and undertake to,
and agree with, each of the Company and finnCap, in each case as a
fundamental term of your application for Placing Shares of the
Company's obligation to allot and/or issue any Placing Shares to
you or at your direction, that:
(a) you agree to and accept all the terms set out in this Announcement;
(b) your rights and obligations in respect of the Placing will
terminate only in the circumstances referred to in this
announcement and will not be subject to rescission or termination
by you in any circumstances;
(c) this Announcement, which has been issued by the Company, is
within the sole responsibility of the Company;
(d) you have not been, and will not be, given any warranty or
representation in relation to the Placing Shares or to the Company
or to any other member of its Group in connection with the Placing,
other than by the Company as included in this announcement or to
the effect that the Company is not now in breach of its obligations
under the London Stock Exchange's AIM Rules for Companies or under
the EU Market Abuse Regulation (596/2014) to disclose publicly in
the correct manner all such information as is then required to be
so disclosed by the Company;
(e) you have not relied on any representation or warranty in
reaching your decision to subscribe for Placing Shares under the
Placing, save as given or made by the Company as referred to in the
previous paragraph;
(f) you are not a client of finnCap in relation to the Placing
and finnCap is not acting for you in connection with the Placing
and will not be responsible to you in respect of the Placing for
providing protections afforded to its clients;
(g) you have not been, and will not be, given any warranty or
representation by any finnCap Person in relation to any Placing
Shares, the Company or any other member of its Group and no finnCap
Person will have any liability to you for any information contained
in this Announcement, the content of which is exclusively the
responsibility of the Company, or which has otherwise been
published by the Company or for any decision by you to participate
in the Placing based on any such information or on any other
information provided to you;
(h) you will pay the full subscription sum at the Placing Price
as and when required in respect of all Placing Shares finally
allocated to you and will do all things necessary on your part to
ensure that payment for such shares and their delivery to you or at
your direction is completed in accordance with the standing CREST
instructions (or, where applicable, standing certificated
settlement instructions) that you have in place with finnCap or
puts in place with finnCap;
(i) you are permitted to subscribe for Placing Shares in
accordance with the laws of all relevant jurisdictions which apply
to you and you have complied, and will fully comply, with all such
laws (including where applicable, the Anti-Terrorism, Crime and
Security Act 2001, the Proceeds of Crime Act 2002 and the Money
Laundering Regulations 2007) and have obtained all governmental and
other consents (if any) which may be required for the purpose of,
or as a consequence of, such subscription, and you will provide
promptly to finnCap such evidence, if any, as to the identity or
location or legal status of any person which finnCap may request
from you (for the purpose of its complying with any such laws or
ascertaining the nationality of any person or the jurisdiction(s)
to which any person is subject or otherwise) in the form and manner
requested by finnCap on the basis that any failure by you to do so
may result in the number of Placing Shares that are to be allotted
and/or issued to you or at your direction pursuant to the Placing
being reduced to such number, or to nil, as finnCap may decide;
(j) you have complied and will comply with all applicable
provisions of the FSMA with respect to anything done or to be done
by you in relation to any Placing Shares in, from or otherwise
involving the United Kingdom and you have not made or communicated
or caused to be made or communicated, and you will not make or
communicate or cause to be made or communicated, any "financial
promotion" in relation to Placing Shares in contravention of
section 21 of FSMA;
(k) you are a Relevant Person or a person to whom this
Announcement may otherwise be lawfully communicated;
(l) you are acting as principal only in respect of the Placing
or, if you are acting for any other person (i) you are duly
authorised to do so, (ii) you are and will remain liable to the
Company and/or finnCap for the performance of all your obligations
as a Placee in respect of the Placing (regardless of the fact that
you are acting for another person), (iii) you are both an
"authorised person" for the purposes of FSMA and a "qualified
investor" as defined at Article 2.1(e)(i) of Directive 2003/71/EC
(known as the Prospectus Directive) acting as agent for such
person, and (iv) such person is either (1) a FSMA Qualified
Investor or (2) a "client" (as defined in section 86(2) of FSMA) of
yours that has engaged you to act as his agent on terms which
enable you to make decisions concerning the Placing or any other
offers of transferable securities on his behalf without reference
to him;
(m) nothing has been done or will be done by you in relation to
the Placing or to any Placing Shares that has resulted or will
result in any person being required to publish a prospectus in
relation to the Company or to any Ordinary Shares in accordance
with FSMA or the UK Prospectus Rules or in accordance with any
other laws applicable in any part of the European Union or the
European Economic Area;
(n) you will not treat any Placing Shares in a manner that would
contravene any legislation applicable in any territory or
jurisdiction and no aspect of your participation in the Placing
will contravene any legislation applicable in any territory or
jurisdiction or cause the Company or finnCap to contravene any such
legislation;
(o) (in this paragraph "US person" and other applicable terms
have the meanings that they have in Regulation S made under the
Securities Act) (i) none of the Placing Shares have been or will be
registered under that Act or under the securities laws of any State
of or other jurisdiction within the United States, (ii) subject to
certain exceptions, no Placing Shares may be offered or sold,
resold, or delivered, directly or indirectly, into or within the
United States or to, or for the account or benefit of, any US
person, (iii) you are (unless otherwise expressly agreed with
finnCap) neither within the United States nor a US person, (iv) you
have not offered, sold or delivered and will not offer sell or
deliver any of the Placing Shares to persons within the United
States, directly or indirectly, (v) neither you, your affiliates,
nor any persons acting on your behalf, have engaged or will engage
in any directed selling efforts with respect to the Placing Shares,
(vi) you will not be subscribing Placing Shares with a view to
resale in or into the United States, and (vii) you will not
distribute this announcement or any offering material relating to
Placing Shares, directly or indirectly, in or into the United
States or to any persons resident in the United States;
(p) finnCap may satisfy its obligations to procure Placees by
itself agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any other finnCap Person or any
person associated with any finnCap Person to do so or by allowing
officers of the Company and/or Group employees to subscribe for
Placing Shares under the Placing at the Placing Price;
(q) time is of essence as regards your obligations under this Appendix;
(r) this Appendix and any contract which may be entered into
between you and finnCap and/or the Company pursuant to this
Appendix or the Placing, and all non-contractual obligations
arising between you and finnCap and/or the Company in respect of
the Placing, will be governed by and construed in accordance with
the laws of England, for which purpose you submit (for yourself and
on behalf of any person on whose behalf you are acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute, or matter arising out of or relating to this Appendix or
such contract, except that each of the Company and finnCap will
have the right to bring enforcement proceedings in respect of any
judgement obtained against you in the English courts or in the
courts of any other relevant jurisdiction;
(s) each right or remedy of the Company or finnCap provided for
in this Appendix is in addition to any other right or remedy which
is available to such person and the exercise of any such right or
remedy in whole or in part will not preclude the subsequent
exercise of any such right or remedy;
(t) any document that is to be sent to you in connection with
the Placing will be sent at your risk and may be sent to you at any
address provided by you to finnCap;
(u) if you have received any confidential price sensitive
information about the Company in advance of the Placing, you have
not: (a) dealt in the securities of the Company; (b) encouraged or
required another person to deal in the securities of the Company;
or (c) disclosed such information to any person, prior to the
information being made publicly available;
(v) you irrevocably appoints any duly authorised officer of
finnCap as your agent for the purpose of delivering to the Company
and/or its registrars any documents on your behalf necessary to
enable you to be registered as the holder of any of the Placing
Shares for which you agree to subscribe upon the terms of this
Announcement; and
(w) by participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, finnCap and each finnCap Person harmless from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such
Placee's behalf) in this Appendix or incurred by finnCap, any
finnCap Person or the Company arising from the performance of the
Placee's obligations as set out in this Announcement, and further
agrees that the provisions of this Appendix shall survive after the
completion of the Placing.
7. Payment default
Your entitlement to receive any Placing Shares will be
conditional on finnCap's receipt of payment in full for such shares
by the relevant time to be stated in the written confirmation
referred to above, or by such later time and date as finnCap may
decide, and otherwise in accordance with that confirmation's terms.
finnCap may waive this condition, and will not be liable to you for
any decision to waive it or not.
If you fail to make such payment by the required time for any
Placing Shares (1) the Company may release itself, and (if it
decides to do so) will be released from, all obligations it may
have to allot and/or issue any such Placing Shares to you or at
your direction which are then unallotted and/or unissued, (2) the
Company may exercise all rights of lien, forfeiture and set-off
over and in respect of any such Placing Shares to the full extent
permitted under its constitution or by law and to the extent that
you then have any interest in or rights in respect of any such
shares, (3) the Company or, as applicable, finnCap may sell (and
each of them is irrevocably authorised by you to do so) all or any
of such shares on your behalf and then retain from the proceeds,
for the account and benefit of the Company or, where applicable,
finnCap (i) any amount up to the total amount due to it as, or in
respect of, subscription monies, or as interest on such monies, for
any Placing Shares and (ii) any amount required to cover dealing
costs and/or commissions necessarily or reasonably incurred by it
in respect of such sale and (4) you will remain liable to the
Company and to finnCap for the full amount of any losses and of any
costs which it may suffer or incur as a result of it (i) not
receiving payment in full for such Placing Shares by the required
time, and/or (ii) the sale of any such Placing Shares to any other
person at whatever price and on whatever terms are actually
obtained for such sale by or for it. Interest may be charged in
respect of payments not received by finnCap for value by the
required time referred to above at the rate of two percentage
points above the base rate of National Westminster Bank plc.
8. Overseas jurisdictions
The distribution of this announcement and the offering and/or
issue of shares pursuant to the Placing in certain jurisdictions is
restricted by law. FSMA Qualified Investors who seek to participate
in the Placing must inform themselves about and observe any such
restrictions. In particular, this document does not constitute or
form part of any offer or invitation, nor a solicitation of any
offer or invitation, to subscribe for or acquire or sell or
purchase or otherwise deal in Ordinary Shares in the United States,
Canada, Japan, the Republic of Ireland, the Republic of South
Africa or Australia or in any other jurisdiction in which any such
offer, invitation or solicitation is or would be unlawful. New
Ordinary Shares have not been and will not be registered under the
US Securities Act of 1933, as amended or under the securities laws
of any State of or other jurisdiction within the United States,
and, subject to certain exceptions, may not be offered or sold,
resold or delivered, directly or indirectly, in or into the United
States, or to, or for the account or benefit of, any US persons (as
defined in Regulation S under that Act). No public offering of New
Ordinary Shares is being or will be made in the United States.
DEFINITIONS
In addition to the terms previously defined, the following
definitions apply throughout this Announcement unless the context
otherwise requires:
"Admission" the admission of the Placing
Shares, Subscription Shares
and, to the extent taken up,
Open Offer Shares to trading
on AIM becoming effective in
accordance with the AIM Rules
"AIM" the market of that name operated
by London Stock Exchange
"AIM Rules" the AIM Rules for Companies,
published by London Stock Exchange
"Application Form" the application form for use
by Qualifying Non-CREST Shareholders
in connection with the Open
Offer
"Board" the board of directors of the
Company
"Capita Asset Services" a trading name of Capita Registrars
Limited
"the Company" or "Byotrol" Byotrol plc
"CREST" the relevant system (as defined
in the Uncertificated Securities
Regulations 2001) for the paperless
settlement of trades and the
holding of uncertificated securities
operated by Euroclear UK & Ireland
Limited
"CREST Regulations" the Uncertificated Securities
Regulations 2001 (S.I. 2001
No. 3755)
"Dealing Day" a day on which the London Stock
Exchange is open for business
in London
"Directors" the directors of the Company
"Enlarged Issued Share all of the Ordinary Shares in
Capital" issue on Admission, assuming
full take up of the Open Offer
Shares
"Euroclear" Euroclear UK & Ireland Limited,
the operator of CREST
"Excess Application the arrangement pursuant to
Facility" which Qualifying Shareholders
may apply for additional Open
Offer Shares in excess of their
Open Offer Entitlement in accordance
with the terms and conditions
of the Open Offer
"Excess CREST Open in respect of each Qualifying
Offer Entitlements" CREST Shareholder, the entitlement
(in addition to his Open Offer
Entitlement) to apply for Open
Offer Shares pursuant to the
Excess Application Facility,
which is conditional on him
taking up his Open Offer Entitlement
in full and which may be subject
to scaling back in accordance
with the provisions of the circular
"Excess Open Offer an entitlement for each Qualifying
Entitlements" Shareholder to apply to subscribe
for Open Offer Shares in addition
to his Open Offer Entitlement
pursuant to the Excess Application
Facility which is conditional
on him taking up his Open Offer
Entitlement in full and which
may be subject to scaling back
in accordance with the provisions
of the circular
"Excess Shares" Open Offer Shares applied for
by Qualifying Shareholders under
the Excess Application Facility
"Ex-entitlement Date" the date on which the Existing
Ordinary Shares are marked "ex"
for entitlement under the Open
Offer, being 8.00 a.m. on 3
August 2017
"Existing Ordinary the 268,051,565 existing ordinary
Shares" shares of 0.25 pence each in
in the capital of the Company
in issue at the date of this
announcement, all of which are
admitted to trading on AIM
"FCA" the Financial Conduct Authority
"finnCap" finnCap Limited
"Form of Proxy" the form of proxy for use by
Shareholders in connection with
the General Meeting
"Fundraising" together the Placing, the Subscription
and the Open Offer
"General Meeting" the general meeting of the Company
convened for 11.00 a.m. on 2017
"Group" the group comprising the Company
and its subsidiary undertakings
"Issue Price" 4 pence per New Ordinary Share
"London Stock Exchange" London Stock Exchange plc
"Money Laundering the Money Laundering Regulations
Regulations" 2007
"New Ordinary Shares" together, the Placing Shares,
the Subscription Shares and
the Open Offer Shares
"Ordinary Shares" ordinary shares of 0.25 pence
each in the capital of the Company
"Open Offer" the conditional invitation by
the Company to Qualifying Shareholders
to apply to subscribe for the
Open Offer Shares at the Issue
Price on the terms and subject
to the conditions set out in
the circular and, in the case
of Qualifying Non-CREST Shareholders,
in the Application Form
"Open Offer Entitlement" the individual entitlements
of Qualifying Shareholders to
subscribe for Open Offer Shares
allocated to Qualifying Shareholders
pursuant to the Open Offer
"Open Offer Shares" the up to 26,805,156 new Ordinary
Shares to be issued by the Company
pursuant to the Open Offer
"Overseas Shareholders" Shareholders with a registered
address outside the United Kingdom
"Placing" the conditional placing of the
Placing Shares pursuant to the
Placing Agreement
"Placing Agreement" the agreement dated 2 August
2017 between the Company and
finnCap relating to the Placing
"Placing Shares" 103,787,000 new Ordinary Shares
"Prospectus Rules" the prospectus rules made by
the FCA pursuant to section
73A of FSMA
"Qualifying CREST Qualifying Shareholders holding
Shareholders" Existing Ordinary Shares in
uncertificated form
"Qualifying Non-CREST Qualifying Shareholders holding
Shareholders" Existing Ordinary Shares in
certificated form
"Receiving Agent" Capita Asset Services
or "Registrar"
"Record Date" 31 July 2017
"Regulatory Information a service approved by the FCA
Service" for the distribution to the
public of regulatory announcements
and included within the list
maintained on the FCA's website
"Resolutions" the resolutions set out in the
Notice of General Meeting
"Restricted Jurisdiction" the United States, Australia,
Canada, the Republic of Ireland,
the Republic of South Africa,
Japan or any other jurisdiction
where an offer of New Ordinary
Shares would constitute a breach
of local securities laws or
regulations
"Shareholders" holders of Ordinary Shares
"Subscription" the subscription to be made
by certain directors and employees
of the Company, for 3,000,000
New Ordinary Shares at the Issue
Price
"Subscription Shares" the 3,000,000 New Ordinary Shares
to be issued pursuant to the
Subscription
"UK" the United Kingdom of Great
Britain and Northern Ireland
"US" or "United States" the United States of America,
each State thereof, its territories
and possessions (including the
District of Columbia) and all
other areas subject to its jurisdiction
"USE Instruction" unmatched stock event instruction
which, on its settlement, will
have the effect of crediting
a stock account of the Registrars
under the participant ID and
member account ID specified
in the circular, with a number
of Open Offer Entitlements or
Excess CREST Open Offer Entitlements
corresponding to the number
of Open Offer Shares applied
for
"uncertificated" or an Ordinary Share recorded on
"in uncertificated a company's share register as
form" being held in uncertificated
form in CREST and title to which,
by virtue of the CREST Regulations,
may be transferred by means
of CREST
"GBP", "pounds sterling", are references to the lawful
"pence" or "p" currency of the United Kingdom
"EUR" or "Euros" are references to a lawful currency
of the European Union
PLACING AND OPEN OFFER STATISTICS
Issue Price 4 pence
Number of Ordinary Shares
in issue on the date of
this announcement 268,051,565
Number of Placing Shares 103,787,000
Number of Subscription
Shares 3,000,000
Placing Shares and Subscription 26.8 per cent.
Shares as a percentage
of the Enlarged Issued
Share Capital
Gross proceeds of the GBP4.3 million
Placing and Subscription
Net proceeds of the Placing GBP4.0 million
and Subscription
Open Offer basic entitlement 1 Open Offer Share for
every 10 Existing
Ordinary Shares
Number of Open Offer Shares up to 26,805,156
(in aggregate)*
Open Offer Shares as a 6.7 per cent.
percentage of the Enlarged
Issued Share Capital*
Proceeds of the Open Offer* GBP1.1 million
New Ordinary Shares* 133,592,156
Enlarged Issued Share
Capital* 401,643,721
New Ordinary Shares as 49.8 per cent.
a percentage of the Existing
Ordinary Shares*
Open Offer Basic Entitlements GB00BF3ZNB87
ISIN
Open Offer Excess Entitlements GB00BF3ZNC94
ISIN
EXPECTED TIMETABLE
2017
Record Date for entitlement Close of business
under the Open Offer on 31 July
Announcement of the Placing 3 August
and Open Offer
Ex-entitlement date of the Open 8.00 a.m. on 3
Offer August
Publication and Posting of the 3 August
circular, Form of Proxy and,
in respect of Qualifying non-CREST
Shareholders, the Application
Form
Open Offer Entitlements and 4 August
Excess Open Offer Entitlements
credited to stock accounts in
CREST of Qualifying CREST Shareholders
Latest recommended time and 4.30 p.m. on 23
date for requested withdrawal August
of basic Open Offer Entitlements
and Excess CREST Open Offer
Entitlements from CREST
Latest time and date for depositing 3.00 p.m. on 24
Open Offer Entitlements and August
Excess CREST Open Offer Entitlements
in CREST
Latest time and date for splitting 3.00 p.m. on 25
Application Forms (to satisfy August
bona fide market claims only)
Latest time and date for receipt 11.00 a.m. on 30
of Application Forms and payment August
in full under the Open Offer
and settlement of relevant CREST
instructions (as appropriate)
Latest time and date for receipt 11.00 a.m. on 30
of Forms of Proxy and CREST August
voting instructions
General Meeting 4 September
Results of the General Meeting 4 September
and the Open Offer announced
Admission and dealings in the 5 September
New Ordinary Shares expected
to commence on AIM
Where applicable, expected date 5 September
for CREST accounts to be credited
in respect of New Ordinary Shares
in uncertificated form
Where applicable, expected date 12 September
for despatch of definitive share
certificates for New Ordinary
Shares in certificated form
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEUURRRBNAWRUR
(END) Dow Jones Newswires
August 03, 2017 02:02 ET (06:02 GMT)
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