TIDMDMTR
RNS Number : 6960W
DeepMatter Group PLC
24 December 2021
THIS ANNOUNCEMENT (TOGETHER WITH THE APPIX, THE "ANNOUNCEMENT")
AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA,
AUSTRALIA, CANADA, NEW ZEALAND, THE REPUBLIC OF IRELAND, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (596/2014/EU) ("MAR"). IN ADDITION,
MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF
CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
24 December 2021
DeepMatter Group Plc
Placing, Subscription and Open Offer
DeepMatter Group Plc (AIM: DMTR) ("DeepMatter" the "Company" or
the "Group"), the international digital chemistry data company ,
today announces a placing and subscription to raise gross proceeds
o f GBP 2.55 million, at a price of 0.1 pence per new ordinary
share of 0.01 pence each .
Following DeepMatter's announcement on 17 December 2021 that it
was in discussions around raising equity investment, the Placing
and Subscription will enable the Group to move forward without the
need to re-evaluate its strategy and outlook.
The Placing and Subscription is being financed by a small number
of new professional individual investors and existing institutional
shareholders.
In addition to the Placing and Subscription, the Group is
proposing to raise up to GBP0.25 million by way of an open offer
which will be available to all Qualifying Shareholders at the
Record Time (the "Open Offer", together with the Placing and the
Subscription, the "Fundraise").
The Placing is being made on the basis of the terms and
conditions set out in the Appendix below. The Placing is being
conducted by Canaccord Genuity Limited ("Canaccord Genuity") as
Nomad, Sole Bookrunner and Broker (the "Broker").
The Circular will be sent to Shareholders early in 2022 which
sets out further details on the proposed Fundraise and will contain
the notice convening the General Meeting for the purpose of
considering the Resolutions and associated matters.
Further to the announcement made on the 17 December 2021,
DeepMatter continues to engage with Standigm over the multi-year
deal as outlined. However, the Directors now believe that this
contract will now be signed in 2022, which will result in revenue
for 2021 being lower than Director's expectations.
The Group is dependent on the completion of the Fundraise and
the receipt of the net proceeds of the Fundraise in order for it to
continue to meet its forecasts and execute its strategy. In the
event that the Resolutions are not passed at the General Meeting
and the Fundraise is not completed, the Board would have to
immediately re-evaluate the strategy and outlook of the Group .
For more information, please contact:
DeepMatter Group plc T: 0141 548 8156
Mark Warne, Chief Executive Officer
C anaccord Genuity Limited (Nominated T: 020 7523 8000
Adviser and Broker)
Bobbie Hilliam
Georgina McCooke
EXPECTED TIMET ABLE OF PRINCIP AL EVENTS
Announcement of the Placing, Subscription 24 December 2021
and Open Offer
Record Date for entitlements under the Open 30 December 2021
Offer
Publication and posting of the Circular, 4 January 2022
the Form of Proxy and to Qualifying Non-Crest
Shareholders, the Application Form
Ex-entitlement Date for the Open Offer 8.00 a.m. on 4 January
2022
Open Offer Entitlements and Excess CREST as soon as possible
Open Offer Entitlements credited to stock after 8.00 a.m.
accounts of Qualifying CREST Shareholders on 4 January 2022
in CREST
Recommended latest time for requesting withdrawal 4.30 p.m. on 12
of Open Offer Entitlements and Excess CREST January 2022
Open Offer Entitlements from CREST
Latest time and date for depositing Open 3.00 p.m. on 13
Offer Entitlements and Excess CREST Open January 2022
Offer Entitlements into CREST
Latest time and date for splitting Application 3.00 p.m. on 14
Forms (to satisfy bona fide January 2022
market claims only)
Latest time and date for receipt of Forms 11.00 a.m. on 18
of Proxy and CREST voting instructions January 2022
Latest time and date for receipt of completed 11.00 a.m. on 18
Application Forms and payment in full under January 2022
the Open Offer and settlement of relevant
CREST
instructions (as appropriate)
Announcement of the result of the Open Offer 19 January 2022
General Meeting 11.00 a.m. on 20
January 2022
Announcement of the results of the General 20 January 2022
Meeting
Admission and dealings in the Placing Shares, 8.00 a.m. on 21
Subscription Shares and Open Offer Shares January 2022
expected to commence on AIM
Expected date for CREST accounts to be credited 8.00 a.m. on 21
for Placing Shares , Subscription Shares January 2022
and Open Offer Shares to be held in uncertified
form
Despatch of definitive share certificates by 4 February 2022
in respect of the Placing Shares, Subscription
Shares and Open Offer Shares to be held
in certificated form, if applicable
Background to and Reasons for the Fundraise
The Group's interim results published on 22 September 2021
highlighted the increase in commercial traction with active users
up 47 per cent and customers up to approximately 37. It stated that
DeepMatter is also working with five of the 20 largest
pharmaceutical companies. Revenue increased to GBP0.6m and the
Group saw a strengthened sales pipeline and continued growth in
users and trials. As at 30 June 2021, DeepMatter had cash of
GBP1.8m.
As announced on 17 December 2021, DeepMatter is now in advanced
discussions to provide its DigitalGlassware(R) platform and data to
Standigm Inc., a leading workflow artificial intelligence (AI) drug
discovery company, based in South Korea with an increasing
international footprint. Based on current discussions, the
agreement is expected to generate mid six-figure revenue in the
first 12 months. The Group expects to now finalise the agreement in
early 2022.
The Group had cash of GBP0.4m as at 17 December 2021, ahead of
its biggest billing periods in Q1. However, the Directors concluded
in Q4 2021 that the Group required further cash resources in order
to execute on its strategy of customer acquisition and investing in
revenue growth.
The Fundraise proceeds will be used to further strengthen the
Group's balance sheet and invest in scaling current and potential
commercial engagements with expert users in pharma, biotech and
CROs. The Directors also intend to invest in accelerating the
technology development roadmap of the Group to drive further uptake
of its DigitalGlassware(TM) technology platform and cheminformatics
product lines, ultimately enabling AI-driven chemical automation.
In combination with revenue estimates, the net proceeds of the
Fundraise are expected to fund the expansion plans of the Group
over at least the next 12 months.
The Directors believe that it is critical for the long-term
potential of the business to raise enough funds in order to invest
significantly, capture market share and grow revenues. Without
further cash resources, the Group would have to re-evaluate its
strategy and outlook.
The Group has been able to secure a material equity investment,
but at a significant discount to the current share price. The Issue
Price represents a discount of 84.0 per cent. to the closing
mid-market price of 0.625 pence per Existing Ordinary Share on 23
December 2021 (being the last practicable Business Day before
publication of this Announcement). In setting the Issue Price, the
Directors have considered the process by which the New Ordinary
Shares need to be offered to investors to ensure the success of the
Fundraise and raise a significant level of equity compared to the
market capitalisation of the Group. The Directors believe that both
the Issue Price and the discount are appropriate in these
circumstances.
Shareholders should note that, unless the Resolutions are passed
at the General Meeting, the Placing, Subscription and Open Offer
cannot be implemented. In such circumstances, the Group will not
receive the proceeds of either the Placing, Subscription or the
Open Offer. If this were to happen, the Directors would have to
immediately re-evaluate the strategy and outlook of the Group.
Based on the current cash resources of the Group, and expected
revenue, the Directors believe that the Group has sufficient
financial resources to fund the business through to mid-2022. In
the event that either the Fundraising does not proceed, the
Directors would have a limited timeframe in which to take any
remedial actions and take measures to raise further funds. If the
Fundraising does not proceed and alternative immediate funding is
not obtained in the limited timeframe available, the Directors
would need to consider whether it is appropriate to undertake a
significant restructuring of the Group. Accordingly, it is very
important that Shareholders vote in favour of the Resolutions and
that the Placing, Subscription and Open Offer proceeds.
Use of Proceeds
The Group has conditionally raised GBP2.55 million (before
expenses) through the Placing and Subscription and (subject to take
up) up to a further GBP0.25 million (before expenses) under the
Open Offer. The proceeds of the Fundraise are intended to be used
by the Group to fund:
-- working capital and corporate purposes;
-- investment in third-party partnerships in data, integration and automation;
-- investment in the Group's technology and employee base; and
-- accelerated adoption and conversion of the trial user base to recurring revenues.
Details of the Placing and Subscription
The Placing Shares have been conditionally placed with, and the
Subscription Shares have been conditionally applied for by, new and
existing investors. Neither the Placing, Subscription or Open Offer
are being underwritten.
The Placing Shares and Subscription Shares will represent 66.9
per cent. of the Enlarged Issued Share Capital (assuming the Open
Offer is fully subscribed and the maximum number of Broker Shares
are required to be issued).
The Placing Shares and Subscription Shares will, when issued,
rank pari passu in all respects with the Existing Ordinary Shares.
Application will be made for the Placing Shares and Subscription
Shares to be admitted to trading on AIM. It is expected that
Admission will take place, and dealings in the Placing Shares and
Subscription Shares will commence, on 21 January 2022.
The Placing and the Subscription are conditional, inter alia,
on
-- the passing of the Resolutions at the General Meeting;
-- the Placing and Open Offer Agreement becoming unconditional
in all relevant respects and not having been terminated in
accordance with its terms prior to Admission; and
-- Admission becoming effective by no later than 8.00 a.m. on 21
January 2022 or such other date (being not later than 8.00 a.m. on
4 February 2022) as Canaccord Genuity and the Company may
agree.
Further details of the Placing and Open Offer Agreement are set
out in the Circular being posted to Shareholders and will be
available to view in due course on the Group's website
www.deepmatter.io /investors. The Group will announce to
Shareholders when the Circular has been posted.
Details of The Open Offer
A total of 250,000,000 Open Offer Shares will be made available
to Qualifying Shareholders pursuant to the Open Offer at the Issue
Price, payable in full on acceptance. Any Open Offer Shares not
subscribed for by Qualifying Shareholders will be available to
Qualifying Shareholders under the Excess Application Facility.
The balance of any Open Offer Shares not subscribed for under
the Excess Application Facility will not be available to
subscribers under the Placing. There is no certainty that any funds
will be raised under the Open Offer.
Qualifying Shareholders may apply for Open Offer Shares under
the Open Offer at the Issue Price on the following basis:
One Open Offer Share for every 3.7 Existing Ordinary Shares
and so in proportion for any number of Existing Ordinary Shares
held on the Record Date.
Entitlements of Qualifying Shareholders will be rounded down to
the nearest whole number of Ordinary Shares. Fractional
entitlements which would otherwise arise will not be issued to the
Qualifying Shareholders but will be 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 certain overseas
jurisdictions will not qualify to participate in the Open
Offer.
Valid applications by Qualifying Non-CREST 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 Group may
satisfy valid applications for Excess Shares in whole or in part at
its absolute discretion and expressly reserves the right not to
satisfy, or to scale back, applications made in excess of Open
Offer Entitlements.
Application will be made for the Open Offer Entitlements to be
admitted to CREST. It is expected that such Open Offer Entitlements
will be credited to CREST as soon as practical after 8.00 a.m. on 4
January 2022. The Open Offer Entitlements will be enabled for
settlement in CREST until 11.00 a.m. on 18 January 2022.
Applications through the CREST system may only be made by the
Qualifying CREST Shareholder originally entitled or by a person
entitled by virtue of a bona fide market claim.
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 18 January 2022.
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.
Further details of the Open Offer and the terms and conditions
on which it is being made, including the procedure for application
and payment, are contained in the Circular being posted to
Shareholders and will be available to view on the Group's website
www.deepmatter.io /investors .
The principal conditions to the Open Offer are:
-- the passing of all of the Resolutions at the General Meeting;
-- the Placing and Open Offer Agreement having become
unconditional and not having been terminated in accordance with the
terms prior to Admission; and
-- admission of the conditional Placing Shares and Subscription
Shares becoming effective by no later than 8.00 a.m. on 21 January
2022 or such later time and/or date (being no later than 8.00 a.m.
on 4 February 2022) as Canaccord Genuity and the Company may
agree.
Accordingly, if these conditions are not satisfied or waived
(where capable of waiver), the Open Offer will not proceed, the
Open Offer Shares will not be issued and all monies received by
Neville Registrars will be returned to the applicants (at the
applicants' risk and without interest) as soon as possible
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 Existing Ordinary Shares, including
the right to receive all dividends and other distributions
declared, made or paid after the date of their issue.
The Existing Ordinary Shares are admitted to trading on AIM.
Application will be made to the London Stock Exchange for the
Admission of the Open Offer Shares to trading on AIM. On the
assumption that, inter alia, the Resolutions are passed, it is
expected that Admission will occur and that dealings will commence
at 8.00 a.m. on 21 January 2022 at which time it is also expected
that the Open Offer Shares will be enabled for settlement in
CREST.
EIS and VCT Status
The Company has obtained professional advice indicating that the
New Ordinary Shares being issued as part of the Placing and
Subscription should be "eligible shares" for the purposes of
investment by VCTs and for EIS purposes. The Company has also
applied for and received EIS compliance certificates in relation to
Ordinary Shares it has issued in the past. However, none of the
Company, the Directors or any of the Company's advisers give any
warranty or undertaking that any tax reliefs will be available or,
if initially available, will not be withdrawn at a later date.
Directors' Participation and Options
No Director is participating in the Placing of Subscription.
However those Directors who are shareholders intend to make an
application for Open Offer Shares as part of the Open Offer. Mirko
Walter is an employee of Springer-Verlag GmbH and a Director.
Springer-Verlag GmbH is an existing shareholder and is the
participant in the Subscription.
Options over approximately 51,000,000 Ordinary Shares have been
granted to employees of the Group (including certain of the
Directors) and are currently outstanding under the Share Option
Plan 2017. All such employees who have entered into option
agreements with the Company are 'Qualifying Employees' for the
purposes of the Share Option Plan 2017. Following the Fundraise, it
is intended that the Company will arrange for a surrender of all
options granted and outstanding under the Share Option Plan 2017.
In conjunction with such surrender, the Company's remuneration
committee will determine the terms of grant of new options under
the Share Option Plan 2017, including the relevant exercise price,
subject always to the terms of the Share Option Plan 2017 and in
accordance with any fresh authority obtained from shareholders at
the General Meeting.
General Meeting
The Directors do not currently have authority to allot all the
Placing Shares, Subscription Shares and Open Offer Shares and,
accordingly, the Board is seeking the approval of Shareholders to
allot the Placing Shares, Subscription Shares and Open Offer Shares
at the General Meeting.
The Circular containing a notice convening the General Meeting
will be sent to Shareholders in early 2022.
Recommendation
The Directors consider the Placing, the Subscription and the
Open Offer to be in the best interests of the Group and the
Shareholders as a whole and, accordingly, unanimously recommend
that Shareholders vote in favour of the Resolutions to be proposed
at the General Meeting as they intend to do in respect of their own
beneficial holdings amounting, in aggregate, to 5,976,394 Existing
Ordinary Shares, representing approximately 0.65 per cent. of the
Existing Ordinary Shares.
About DeepMatter Group plc
DeepMatter is building a unique, fully integrated digital
chemistry cloud platform of chemical reaction data for scientists,
who are working on early-stage chemical discovery &
development.
DeepMatter is integrating technology with chemistry to enable
scientists, principally in the commercial sector, to easily perform
and optimise chemistry. It is building, structuring and analysing
chemical reaction databases and using this substantial data for
real-time innovation and productivity gains in the chemical
industry - particularly pharmaceutical companies engaged in
pre-clinical drug discovery & development. This data is also
now enabling Artificial Intelligence (AI) driven chemical
automation.
Visit: www.deepmatter.io and follow @deepmattergroup
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notice" section below.
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing.
Persons who have chosen to participate in the Placing, by making an
oral or written offer to acquire Placing Shares, will be deemed to
have read and understood this Announcement in its entirety
(including the Appendix) and to be making such offer on the terms
and subject to the conditions herein, and to be providing the
representations, warranties, agreements, acknowledgements and
undertakings contained in the Appendix.
The person responsible for arranging the release of this
information is Mark Warne, Chief Executive Officer of the Company.
This Announcement contains inside information for the purposes of
Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms
part of domestic law of the United Kingdom by virtue of the
European Union (Withdrawal) Act 2018, as amended.
ADDITIONAL INFORMATION
IMPORTANT NOTICE
The information contained in this Announcement is for
information purposes only and does not purport to be full or
complete. No reliance may be placed for any purpose on the
information contained in this Announcement or its accuracy,
fairness or completeness.
This Announcement, including the Appendix, is not for
publication or distribution, directly or indirectly, in or into the
United States. This Announcement, including the Appendix, is not an
offer of securities for sale in 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, and may not be offered
or sold in 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, including the Appendix, and the information
contained herein is not for release, publication or distribution,
directly or indirectly, in whole or in part, in, into or within
Australia, Canada, New Zealand, the Republic of Ireland, Japan, the
Republic of South Africa or any other jurisdiction where to do so
might constitute a violation of the relevant laws or regulations of
such jurisdiction.
This Announcement, including the Appendix, is for information
purposes only and is not intended to and does not contain or
constitute or form part of any offer or any solicitation to
purchase or subscribe for securities in Australia, Canada, New
Zealand, the Republic of Ireland, Japan, the Republic of South
Africa or any other state or jurisdiction in which such offer or
solicitation is not authorised or to any person to whom it is
unlawful to make such offer or solicitation. Any failure to comply
with these restrictions may constitute a violation of the
securities laws of such jurisdictions.
This Announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any decision in respect of the
Company or other evaluation of any securities of the Company or any
other entity and should not be considered as a recommendation that
any investor should subscribe for or purchase any such
securities.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No undertaking, representation,
warranty or other assurance, express or implied, is made or given
by or on behalf of the Company or any member of the Company's group
or Canaccord Genuity or any of their respective directors,
officers, partners, employees, agents or advisers or any other
person as to the accuracy or completeness of the information or
opinions contained in this Announcement and no responsibility or
liability is accepted by any of them for any such information or
opinions or for any errors, omissions or misstatements, negligence
or otherwise in this Announcement.
Canaccord Genuity is authorised and regulated by the Financial
Conduct Authority ("FCA") in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the
Placing, and Canaccord Genuity will not be responsible to anyone
(including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this
Announcement.
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 Canaccord Genuity or by any of its
Affiliates or agents as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events and the
Company's future financial condition and performance. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "may", "will", "should", "intend", "plan", "assume",
"estimate", "expect" (or the negative thereof) and words of similar
meaning, reflect the Directors' current beliefs and expectations
and involve known and unknown risks, uncertainties and assumptions,
many of which are outside the Company's control and difficult to
predict, that could cause actual results and performance to differ
materially from any expected future results or performance
expressed or implied by the forward-looking statement. Any
forward-looking statements made in this announcement by or on
behalf of the Company speak only as of the date they are made.
These forward-looking statements reflect the Company's judgment at
the date of this announcement and are not intended to give any
assurance as to future results. Except as required by the FCA, the
London Stock Exchange, the AIM Rules or applicable law, the Company
expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
contained in this announcement to reflect any changes in the
Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is
based.
APPIX 1
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE
"ANNOUNCEMENT"), AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, NEW ZEALAND, THE REPUBLIC OF IRELAND, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT INCLUDING THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE
DIRECTED ONLY AT: (A) IN A MEMBER STATE OF THE EUROPEAN ECONOMIC
AREA, PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY THE BROKER,
"QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE EU
PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) 2017/1129 AND
INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE)
(THE "PROSPECTUS REGULATION"); AND (B) IN THE UNITED KINGDOM,
PERSONS WHO ARE: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING
OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS
TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPIX AND
THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT
OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT INCLUDING THE
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. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT
(INCLUDING THE APPIX) COMES ARE REQUIRED BY THE COMPANY AND THE
BROKER TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN 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
AMED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, ABSENT REGISTRATION
UNDER THE SECURITIES ACT OR PURSUANT TO AN APPLICABLE EXEMPTION
FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES
IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. THE PRICE OF THE PLACING SHARES AND THE INCOME FROM THEM
(IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK
THE FULL AMOUNT INVESTED ON DISPOSAL OF THE PLACING SHARES.
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 or the South African Reserve
Bank; and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws
and regulations 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, the Republic of South Africa or any other jurisdiction in
which such offer, sale, resale or delivery would be unlawful.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of: (a) retail investors, (b) investors
who meet the criteria of professional clients and (c) eligible
counterparties (each as defined in MiFID II); and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the offer.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Broker will only procure investors who meet the
criteria of professional clients and eligible counterparts.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or this Announcement of which it forms part should
seek appropriate advice before taking any action.
These terms and conditions apply to persons making an offer to
acquire Placing Shares. By participating in the Placing, each
Placee hereby agrees with the Broker and the Company to be bound by
these terms and conditions as being the terms and conditions upon
which Placing Shares will be issued or acquired. A Placee shall,
without limitation, become so bound if the Broker confirms to such
Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Issue Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) who has been invited to participate in the Placing and on
whose behalf a commitment to subscribe for or acquire Placing
Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Broker and the Company have entered into a Placing
Agreement, under which the Broker has, on the terms and subject to
the conditions set out therein, undertaken to use its reasonable
endeavours to procure subscribers for New Ordinary Shares at the
Issue Price. It is expected that the Placing will raise up to GBP
2.4 million in gross proceeds. The Placing is not being
underwritten by the Broker or any other person.
The Placing Shares will be issued on or around 21 January 2022 .
The Placing Shares will, when issued, be subject to the articles of
association of the Company, be credited as fully paid and rank pari
passu in all respects with the Existing Ordinary Shares, including
the right to receive all dividends and other distributions (if any)
declared, made or paid on or in respect of Ordinary Shares after
the date of issue of the Placing Shares.
The Placing Shares will trade on AIM under DMTR with ISIN
GB00B29YYY86.
Application for admission to trading of the Placing Shares
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. Admission for the
Placing Shares is expected to become effective and dealings in such
shares are expected to commence at 8.00 a.m. on or around 21
January 2022 (the " Admission"). In any event, the latest date for
Admission is 4 February 2022 (the "Long Stop Date").
Admission is subject to the Placing Agreement becoming
unconditional in all respects (save only for Admission) and not
being terminated in accordance with its terms.
Placing
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will
be paid to Placees or by Placees in respect of any Placing
Shares.
Participation in, and principal terms of, the Placing are as
follows:
1. The Broker is arranging the Placing as agent for, and broker to, the Company.
2. Participation in the Placing is only available to persons who
are lawfully able to be, and have been, invited to participate by
the Broker. The Broker is entitled to participate in the Placing as
principal.
3. Each Placee's allocation has been or will be confirmed to
Placees orally, or in writing (which can include email), by the
Broker and a trade confirmation or contract note has been or will
be dispatched as soon as possible thereafter. The Broker's oral or
written confirmation will give rise to an irrevocable, legally
binding commitment by that person (who at that point becomes a
Placee), in favour of the Broker and the Company, under which it
agrees to acquire by subscription the number of Placing Shares
allocated to it at the Issue Price and otherwise on the terms and
subject to the conditions set out in this Appendix and in
accordance with the Company's articles of association. Except with
the Broker's consent, such commitment will not be capable of
variation or revocation.
4. Each Placee's allocation will, unless otherwise agreed
between the Placee and the Broker, be evidenced by a trade
confirmation or contract note issued to each such Placee by the
Broker. The terms and conditions of this Announcement (including
this Appendix) will be deemed to be incorporated in that trade
confirmation, contract note or such other confirmation and will be
legally binding on the Placee on behalf of which it is made and,
except with the Broker's consent, will not be capable of variation
or revocation from the time at which it is issued.
5. Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to the Broker (as agent for the Company),
to pay to the Broker (or as the Broker may direct) in cleared funds
an amount equal to the product of the Issue Price and the number of
Placing Shares such Placee has agreed to acquire and the Company
has agreed to allot and issue to that Placee.
6. Except as required by law or regulation, no press release or
other announcement will be made by the Broker 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.
7. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
8. All obligations of the Broker under the Placing will be
subject to fulfilment of the conditions referred to below
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate under the
Placing Agreement".
9. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
10. To the fullest extent permissible by law and the applicable
rules of the FCA, neither the Broker nor any of its Affiliates
shall have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise whether or not a
recipient of these terms and conditions) in respect of the Placing.
Each Placee acknowledges and agrees that the Company is responsible
for the allotment of the Placing Shares to the Placees and the
Broker and its Affiliates shall have no liability to the Placees
for the failure of the Company to fulfil those obligations. In
particular, neither the Broker nor any of its Affiliates shall have
any liability (including to the extent permissible by law, any
fiduciary duties) in respect of the Broker's conduct of the Placing
or of such alternative method of effecting the Placing as the
Broker and the Company may determine.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The Broker's obligations under the Placing Agreement are
conditional on certain conditions including, inter alia:
1. the release by the Company, through a Regulatory Information
Service of this Announcement by no later than 8.00 a.m. on 24
December 2021 ;
2. the delivery by the Company to the Broker of certain
documents required under the Placing Agreement;
3. the Company having complied with its obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to Admission;
4. subject to such matters fairly disclosed in the Placing
Documents or in any Further Announcement (terms as defined in the
Placing Agreement), none of the warranties given in the Placing
Agreement being untrue, inaccurate or misleading between the date
of the Placing Agreement, the date of publication of the Circular
and the date of Admission, as though they had been given and made
on such date by reference to the facts and circumstances then
subsisting, and no matter having arisen prior to Admission which
would reasonably be expected to give rise to a claim under the
indemnities given in the Placing Agreement;
5. the allotment of the Placing Shares, conditional only upon
admission of such Placing Shares to trading on AIM becoming
effective in accordance with Rule 6 of Part 1 of the AIM Rules;
6. admission of the Placing Shares to trading on AIM becoming
effective in accordance with Rule 6 of Part 1 the AIM Rules not
later than 8.00 a.m. on 21 January 2022 or such later date as may
be agreed in writing between the Company and the Broker, but in any
event not later than 8.00 a.m. on the Long Stop Date; and
7. the Placing Agreement not having been terminated by the Broker.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by the Broker by the respective time or
date where specified (or such later time or date as the Broker may
notify to the Company); (ii) any of such conditions becomes
incapable of being fulfilled; or (iii) the Placing Agreement is
terminated in the circumstances specified below, the Placing will
not proceed and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee
in respect thereof.
The Broker may, at its discretion and upon such terms as it
thinks fit, waive, or extend the period for, compliance by the
Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement
save that the condition relating to Admission taking place by the
Long Stop Date may not be waived. Any such extension or waiver will
not affect Placees' commitments as set out in this
Announcement.
Neither the Broker, the Company nor any of their respective
Affiliates shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision they may make as to
the satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the
Broker.
By participating in the Placing, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Right to terminate the
Placing Agreement" below, and will not be capable of rescission or
termination by the Placee.
Right to terminate the Placing Agreement
The Broker is entitled to terminate the Placing Agreement by
giving notice to the Company in certain circumstances, including,
inter alia, if before Admission (in respect of the Placing):
1. the Broker becomes aware that any statement contained in any
of the Placing Documents (as defined in the Placing Agreement) has
become or been discovered to be untrue or inaccurate in any
material respect or misleading in any respect or that there has
been a material omission therefrom;
2. the Broker becomes aware that any of the warranties given in
the Placing Agreement were not, when given, or have ceased to be
true or accurate in any material respect or not misleading in any
respect (or would not be true, accurate or not misleading if then
repeated) by reference to the facts subsisting at the time;
3. there has occurred a suspension or cancellation by the London
Stock Exchange of trading in the Company's securities;
4. the Company has failed to comply with any of its obligations
under the Placing Agreement;
5. there has occurred, in the opinion of the Broker, acting in
good faith, a material adverse change in the business of the Group
or in the financial or trading position or prospects of the Group
or the Company; or
6. there having occurred: (i) any change in national or
international, military, diplomatic, monetary, economic, political,
financial, industrial or market conditions (including a material
deterioration in, or a material escalation in response to the
COVID-19 pandemic) or exchange rates or exchange controls, or any
incident of terrorism or outbreak or escalation of hostilities or
any declaration by the UK or the US of a national emergency or war
or any other calamity or crisis; or (ii) a suspension of trading in
securities generally on the London Stock Exchange or trading is
limited or minimum prices established on any such exchange; or
(iii) a declaration of a banking moratorium in London or any
material disruption to commercial banking or securities settlement
or clearance services in the UK, which, in the opinion of the
Broker, acting in good faith, would or would be likely to prejudice
materially the Company or the Placing, the Open Offer and/or
Admission or make it impracticable or inadvisable to proceed with
the Placing, or render the creation of a market in the ordinary
share capital of the Company temporarily
or permanently impracticable.
If the Placing Agreement is terminated prior to Admission then
the Placing will not occur.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances. By participating in the Placing, Placees
agree that the exercise by the Broker of any right of termination
or other discretion under the Placing Agreement shall be within the
absolute discretion of the Broker and that the Broker need not make
any reference to Placees in this regard and that neither the Broker
nor any of its Affiliates shall have any liability to Placees
whatsoever in connection with any such exercise or failure so to
exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of an admission
document or prospectus in the United Kingdom or any equivalent
document in any other jurisdiction. No offering document, admission
document or prospectus has been or will be submitted to be approved
by the FCA or the London Stock Exchange in relation to the Placing,
and Placees' commitments will be made solely on the basis of the
information contained in this Announcement (including this
Appendix) and the business and financial information that the
Company is required to publish in accordance with the AIM Rules
(the "Exchange Information") or has published via a Regulatory
Information Service ("Publicly Available Information"). Each
Placee, by accepting a participation in the Placing, agrees that
the content of this Announcement is exclusively the responsibility
of the Company and confirms that it has neither received nor relied
on any other information (other than the Exchange Information
and/or Publicly Available Information), representation, warranty or
statement made by or on behalf of the Company or the Broker or any
other person and neither the Broker, the Company 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 and, if given or made, such information, representation,
warranty or statement must not be relied upon as having been
authorised by the Broker, the Company or their respective officers,
directors, employees or agents. 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. Neither the
Company nor the Broker are making any undertaking or warranty to
any Placee regarding the legality of an investment in the Placing
Shares by such Placee under any legal, investment or similar laws
or regulations. Each Placee should not consider any information in
this Announcement to be legal, tax or business advice. Each Placee
should consult its own solicitor, tax adviser and financial adviser
for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Lock-up Arrangements
The Company has undertaken to the Broker that, between the date
of the Placing Agreement and 180 days after the date of Admission,
it will not, without the prior written consent of the Broker, allot
or issue, or enter into any agreement or arrangement which would
give rise to an obligation or an increased obligation (in each case
whether contingent or otherwise) to allot or issue, any share or
any instrument or security convertible into a share in the capital
of the Company (save for the allotment and issue of New Ordinary
Shares pursuant to the Placing and the Subscription or the
allotment and issue to any strategic corporate investor). This
shall not prevent the Company from issuing shares pursuant to the
terms of any agreement or arrangement entered into by the Company
on or before the date of the Placing Agreement or pursuant to the
terms of any existing or proposed share option scheme of the
Company.
By participating in the Placing, Placees agree that the exercise
by the Broker or any power to grant consent to the undertaking by
the Company of a transaction which would otherwise be subject to
the lock-up provisions under the Placing Agreement shall be within
the discretion of the Broker and that it need not make any
reference to, or consult with, Placees and that it shall have no
liability to Placees whatsoever in connection with any such
exercise of the power to grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares will, unless
otherwise agreed, take place on a delivery versus payment basis
within CREST. Each Placee will be deemed to agree that it will do
all things necessary to ensure that delivery and payment is
completed as directed by the Broker in accordance with the standing
CREST settlement instructions which they have in place with the
Broker.
Settlement of transactions in the Placing Shares following
Admission will take place within the system administered by
Euroclear UK & Ireland Limited ("CREST") provided that, subject
to certain exceptions, the Broker reserves the right to require
settlement for, and delivery of, the Placing Shares (or a portion
thereof) to Placees by such other means that it deems necessary if
delivery or settlement is not possible or practicable within CREST
within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in any Placee's
jurisdiction.
It is expected that settlement of the Placing Shares will be on
21 January 2022 unless otherwise notified by the Broker and
Admission is expected to occur by 21 January 2022 or such later
time as may be agreed between the Company and the Broker, not being
later than the Long Stop Date.
Subject to the conditions set out above, payment in respect of
the Placees' allocation is due as set out below. Each Placee should
provide its settlement details in order to enable instructions to
be successfully matched in CREST. The relevant settlement details
for the Placing Shares are as follows:
CREST Participant ID of Canaccord Genuity: 805
Expected Trade Date: 24 December 2021
Expected Settlement Date: 21 January 2022
ISIN code for the Placing Shares: GB00B29YYY86
Deadline for Placee to input instruction into CREST 19 January 2022
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Broker may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for the Broker account and benefit (as agent for
the Company), an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however,
remain liable and shall indemnify the Broker on demand for any
shortfall below the aggregate amount owed by it and may be required
to bear any stamp duty or stamp duty reserve tax or securities
transfer tax (together with any interest 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 Broker such authorities and powers necessary to carry out any
such sale and agrees to ratify and confirm all actions which the
Broker lawfully takes in pursuance of such sale. Legal and/or
beneficial title in and to any Placing Shares shall not pass to the
relevant Placee until it has fully complied with its obligations
hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that any form of
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 stamp duty reserve tax
or securities transfer tax. Neither the Broker nor the Company will
be liable in any circumstances for the payment of stamp duty, stamp
duty reserve tax or securities transfer tax in connection with any
of the Placing Shares. Placees will not be entitled to receive any
fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Broker (for itself and on
behalf of the Company), in each case as a fundamental term of its
application for Placing Shares:
1. that it has read and understood this Announcement, including
this Appendix, in its entirety and that its subscription for or
purchase of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements, undertakings and other information contained herein and
undertakes not to redistribute or duplicate this Announcement;
2. that the shares in the capital of the Company are admitted to
trading on AIM, and the Company is therefore required to publish
the Exchange Information, which includes a description of the
nature of the Company's business and the Company's most recent
balance sheet and profit and loss account and that it has reviewed
such Exchange Information and that it is able to obtain or access
such Exchange Information without undue difficulty and is able to
obtain access to such information or comparable information
concerning any other publicly traded company without undue
difficulty;
3. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
4. that the exercise by the Broker of any right or discretion
under the Placing Agreement shall be within the absolute discretion
of the Broker and the Broker need not have any reference to it and
shall have no liability to it 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 the Broker or the
Company, or any of their respective officers, directors or
employees, under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties Act) 1999;
5. that these terms and conditions represent the whole and only
agreement between it, the Broker and the Company in relation to its
participation in the Placing and supersedes any previous agreement
between all of such parties in relation to such participation.
Accordingly, each Placee, in accepting its participation in the
Placing, is not relying on any information or representation or
warranty in relation to the Company or any of its subsidiaries or
any of the Placing Shares other than as contained in this
Announcement, the Exchange Information and the Publicly Available
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares. Each
Placee agrees that neither the Company, the Broker nor any of their
respective officers, directors or employees will have any liability
for any such other information, representation or warranty, express
or implied;
6. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(2) of the
Prospectus Regulation, (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Member State of the European Economic Area which has implemented
the Prospectus Regulation other than Qualified Investors or in
circumstances in which the prior consent of the Broker has been
given to the offer or resale; or (ii) where Placing Shares have
been acquired by it on behalf of persons in any member state of the
EEA other than Qualified Investors, the offer of those Placing
Shares to it is not treated under the Prospectus Regulation as
having been made to such persons;
7. that any offer of Placing Shares may only be directed at
persons in member states of the EEA who are Qualified Investors and
represents, warrants and undertakes that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the EEA
prior to Admission except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result
in an offer to the public in any member state of the EEA within the
meaning of the Prospectus Regulation;
8. that it has complied and will comply with all applicable laws
(including all relevant provisions of the FSMA) with respect to
anything done by it in relation to the Placing Shares in respect of
anything done in, from or otherwise involving, the United
Kingdom;
9. that neither it nor, as the case may be, its clients expect
the Broker to have any duties or responsibilities to such persons
similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book,
and that the Broker is not acting for it or its clients, and that
the Broker will not be responsible for providing the protections
afforded to customers of the Broker or for providing advice in
respect of the transactions described herein;
10. that neither the Broker nor the Company nor any of their
respective Affiliates 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 Placing
or the Company or any other person other than this Announcement,
nor has it requested the Broker, the Company, or any of their
respective Affiliates nor any person acting on behalf of any of
them to provide it with any such material or information;
11. that it has made its own assessment of the Placing Shares
and has relied on its own investigation of the business, financial
or other position of the Company in accepting a participation in
the Placing and neither the Broker or the Company nor any of their
respective Affiliates, agents, directors, officers or employees or
any person acting on behalf of any of them has provided, and will
not provide, it with any material regarding the Placing Shares or
the Company or any other person other than the information in this
Announcement or the Publicly Available Information; nor has it
requested the Broker, the Company or any of their respective
Affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them to provide it with any such
information;
12. that the only information on which it is entitled to rely on
and on which it has relied in committing to subscribe for the
Placing Shares is contained in this Announcement and the Publicly
Available Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares and it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement and the Publicly Available Information;
13. that neither the Broker or the Company nor any of their
respective Affiliates, agents, directors, officers or employees has
made any representation or warranty to it, express or implied, with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of this Announcement or the
Publicly Available Information and each of them expressly disclaims
any liability in respect thereof;
14. that it and the person(s), if any, for whose account or
benefit it is subscribing for the Placing Shares is not subscribing
for and/or purchasing Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S under the Securities
Act;
15. that, unless specifically agreed with the Broker, it is not and was not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for and/or purchase Placing Shares was given and it is not acquiring Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States and it will not reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;
16. that it is not a national or resident of Canada, Australia,
New Zealand, the Republic of Ireland, the Republic of South Africa
or Japan or a corporation, partnership or other entity organised
under the laws of Canada, Australia, New Zealand, the Republic of
Ireland, the Republic of South Africa or Japan and that it will not
offer, sell, renounce, transfer or deliver, directly or indirectly,
any of the Placing Shares in Canada, Australia, New Zealand, the
Republic of Ireland, the Republic of South Africa or Japan or to or
for the benefit of any person resident in Canada, Australia, New
Zealand, the Republic of Ireland, the Republic of South Africa or
Japan and each Placee acknowledges that the relevant exemptions are
not being obtained from the Securities Commission of any province
of Canada, that no document has been or will be lodged with, filed
with or registered by the Australian Securities and Investments
Commission or Japanese Ministry of Finance and that the Placing
Shares are not being offered for sale and may not be, directly or
indirectly, offered, sold, transferred or delivered in or into
Canada, Australia, New Zealand, the Republic of Ireland, the
Republic South Africa or Japan;
17. that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
18. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, this Announcement (or any part of it), or any
presentation or offering materials concerning the Placing or the
Placing Shares to any persons within the United States (including
electronic copies thereof);
19. that 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, failing
which the relevant Placing Shares may be placed with other
subscribers or sold as the Broker may in its discretion determine
and without liability to such Placee;
20. that it is entitled to subscribe for and/or purchase Placing
Shares under the laws of all relevant jurisdictions which apply to
it and that it has fully observed such laws and obtained all
governmental and other consents which may be required thereunder or
otherwise and complied with all necessary formalities and that it
has not taken any action which will or may result in the Company or
the Broker or any of their respective directors, officers,
employees or agents acting in breach of any regulatory or legal
requirements of any territory in connection with the Placing or its
acceptance;
21. that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for and/or
purchase the Placing Shares and to perform its subscription and/or
purchase obligations;
22. that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account: (a) to acquire the Placing Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this Appendix and
this Announcement of which it forms part; and (c) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by the Broker;
23. that it is either: (a) a person of a kind described in
paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment
professionals) of the Order; or (b) a person of a kind described in
paragraph 2 of Article 49 (high net worth companies, unincorporated
associations, partnerships or trusts or their respective directors,
officers or employees) of the Order; or (c) a person to whom it is
otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it
for the purposes of its business;
24. that, unless otherwise agreed by the Broker, it is a
qualified investor (as defined in section 86(7) of the Financial
Services and Markets Act 2000, as amended ("FSMA"));
25. that, unless otherwise agreed by the Broker, it is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution;
26. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
27. that any money held in an account with the Broker (or its
nominees) on its behalf and/or any person acting on its behalf will
not be treated as client money within the meaning of the rules and
regulations of the FCA. Each Placee further acknowledges that the
money will not be subject to the protections conferred by the FCA's
client money rules. As a consequence, this money will not be
segregated from the Broker (or its nominee) money in accordance
with such client money rules and will be used by the Broker in the
course of its own business and each Placee will rank only as a
general creditor of the Broker;
28. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
ordinary shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
29. that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
30. that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing
for and/or purchasing under the Placing unless and until Admission
becomes effective;
31. that it appoints irrevocably any director of the Broker as
its agent for the purpose of executing and delivering to the
Company and/or its registrars any document on its behalf necessary
to enable it to be registered as the holder of the Placing
Shares;
32. that, as far as it is aware it is not acting in concert
(within the meaning given in The City Code on Takeovers and
Mergers) with any other person in relation to the Company, save as
previously disclosed to the Broker;
33. that this Announcement does not constitute a securities
recommendation or financial product advice and that neither the
Broker nor the Company has considered its particular objectives,
financial situation and needs;
34. that it has sufficient knowledge, sophistication and
experience in financial, business and investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares and is aware that it may be required
to bear, and it, and any accounts for which it may be acting, are
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing;
35. that it will indemnify and hold the Company and the Broker
and its Affiliates 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 in this Appendix and further agrees that the Company
and the Broker will rely on the truth and accuracy of the
confirmations, warranties, acknowledgements and undertakings herein
and, if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify the Broker and the
Company. All confirmations, warranties, acknowledgements and
undertakings given by the Placee, pursuant to this Announcement
(including this Appendix) are given to the Broker for itself and on
behalf of the Company and will survive completion of the Placing
and Admission;
36. that time shall be of the essence as regards its obligations pursuant to this Appendix;
37. that it is responsible for obtaining any legal, financial,
tax and other advice that it deems necessary for the execution,
delivery and performance of its obligations in accepting the terms
and conditions of the Placing, and that it is not relying on the
Company or the Broker to provide any legal, financial, tax or other
advice to it;
38. that all dates and times in this Announcement (including
this Appendix) may be subject to amendment and that the Broker
shall notify it of such amendments;
39. that (i) it has complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA and MAR, (ii) in
connection with money laundering and terrorist financing, it has
complied with its obligations under the Proceeds of Crime Act 2002
(as amended), the Terrorism Act 2000 (as amended),the Terrorism Act
2006 and the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017 and (iii) it is
not a person: (a) with whom transactions are prohibited under the
Foreign Corrupt Practices Act of 1977 or any economic sanction
programmes administered by, or regulations promulgated by, the
Office of Foreign Assets Control of the U.S. Department of the
Treasury; (b) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or (c)
subject to financial sanctions imposed pursuant to a regulation of
the European Union or a regulation adopted by the United Nations
(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 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 and has obtained all governmental and
other consents (if any) which may be required for the purpose of,
or as a consequence of, such purchase, and it will provide promptly
to the Broker such evidence, if any, as to the identity or location
or legal status of any person which the Broker may request from it
in connection with the Placing (for the purpose of complying with
such Regulations 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 the Broker on the basis that any
failure by it to do so may result in the number of Placing Shares
that are to be subscribed for and/or purchased by it or at its
direction pursuant to the Placing being reduced to such number, or
to nil, as the Broker may decide in its absolute discretion;
40. that it will not make any offer to the public of those
Placing Shares to be subscribed for and/or purchased by it for the
purposes of the Prospectus Regulation Rules made by the FCA
pursuant to Prospectus Regulation Rules Instrument 2019 (FCA
2019/80);
41. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect of any Placing Shares; save that if
it is a private client stockbroker or fund manager it confirms that
in purchasing the Placing Shares it is acting under the terms of
one or more discretionary mandates granted to it by private clients
and it is not acting on an execution only basis or under specific
instructions to purchase the Placing Shares for the account of any
third party;
42. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions 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 the Company or the Broker in
any jurisdiction in which the relevant Placee is incorporated or in
which its assets are located or any of its securities have a
quotation on a recognised stock exchange;
43. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to the Broker;
44. that the Broker owes no fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement;
45. that the Broker 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;
46. that no prospectus, admission document or other offering
document has been or will be prepared in connection with the
Placing and it has not received and will not receive a prospectus,
admission document or other offering document in connection with
the Placing or the Placing Shares; and
47. that if it has received any confidential price sensitive
information concerning the Company in advance of the publication of
this Announcement, it has not: (i) dealt in the securities of the
Company; (ii) encouraged, required, recommended or induced another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person, prior to such information being
made publicly available.
The Company, the Broker and their respective Affiliates will
rely upon the truth and accuracy of each of the foregoing
representations, warranties, acknowledgements and undertakings
which are given to the Broker for themselves and on behalf of the
Company and are irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by the
Broker.
The agreement to settle a Placee's subscription and/or purchase
(and/or the subscription of a person for whom such Placee is
contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to a subscription by it
and/or such person direct from the Company for the Placing Shares
in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue
depositary receipts or to transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other subsequent dealing in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable, for
which neither the Company or the Broker will be responsible, and
the Placee to whom (or on behalf of whom, or in respect of the
person for whom it is participating in the Placing as an agent or
nominee) the allocation, allotment, issue or delivery of Placing
Shares has given rise to such UK stamp duty or stamp duty reserve
tax undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and the Broker in the event that any of the
Company and/or the Broker have incurred any such liability to UK
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and notify the Broker
accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription or purchase by
them of any Placing Shares or the agreement by them to subscribe
for or purchase any Placing Shares.
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 the
Broker or by any of their respective Affiliates or agents as to or
in relation to, the accuracy or completeness of this Announcement
or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
No statement in the Placing Documents is intended to be a profit
forecast or estimate, and no statement in the Placing Documents
should be interpreted to mean that earnings per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings per share of the
Company.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM, a
market operated by the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, the Placing Documents.
APPIX 2
DEFINITIONS
The following words and expressions apply throughout this
Announcement, unless the context requires otherwise:
"Act" the Companies Act 2006 (as amended)
"Admission" the admission of the New Ordinary
Shares to trading on AIM becoming
effective in accordance with Rule
6 of part 1 of the AIM Rules
"Affiliate" any other person that, directly
or indirectly through one or more
intermediaries, controls, or is
controlled by, or is under common
control with, such person and specifically
includes subsidiaries, branches,
associated companies and holding
companies and the subsidiaries
of such holding companies, branches,
associated companies and subsidiaries;
and for these purposes "controlling
person" means any person who controls
any other person; "control" (including
the terms "controlling", "controlled
by" and "under common control with")
means the possession, direct or
indirect, of the power to direct
or cause the direction of the management,
policies or activities of a person
whether through the ownership of
securities, by contract or agency
or otherwise; and the term "person"
is deemed to include a partnership,
and this definition also includes
the respective directors, officers,
employees, agents or advisers of
all such persons
"AIM" AIM, a market operated by the London
Stock Exchange
"AIM Rules" the Rules and Guidance notes for
AIM companies and their nominated
advisers issued by the London Stock
Exchange from time to time relating
to AIM traded securities and the
operation of AIM
"Application Form" the personalised application form
which will accompany the Circular
(where appropriate) pursuant to
which Qualifying Non-CREST Shareholders
(other than certain Overseas Shareholders)
may apply to subscribe for Open
Offer Shares in connection with
the Open Offer
"Basic Entitlement" the Open Offer Shares which a Qualifying
Shareholder is entitled to subscribe
for under the Open Offer calculated
on the basis of 1 Open Offer Shares
for every 3.7 Existing Ordinary
Shares held by that Qualifying
Shareholder as at the Record Date
"Broker Shares" up to 87,500,000 Ordinary Shares
as may be required to be issued
to the Broker in accordance with
the Placing Agreement;
"Canaccord Genuity" or Canaccord Genuity Limited, the
"Broker" Company's nominated adviser and
broker in relation to the Placing,
registered in England and Wales
with registered number 01774003
and whose registered office is
at 88 Wood Street, London, EC2V
7QR
"Circular" the circular to be published by
the Company in relation to the
Placing, the Subscription and the
Open Offer and a notice convening
the General Meeting
"Company" or "DeepMatter" DeepMatter Group plc, a company
incorporated in England and Wales
with registered number 05845469
whose registered office is at St
Brandon's House, Great George Street,
Bristol, BS1 5QT
"CREST" the computerised settlement system
(as defined in the CREST Regulations)
operated by Euroclear which facilitates
the transfer of title to shares
in uncertificated form
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755) including any
variation thereof
"Directors" or "Board" the directors of the Company
"EIS" Enterprise Investment Scheme
"Enlarged Issued Share the Ordinary Shares in issue immediately
Capital" following the issue and allotment
of the Placing Shares, Subscription
Shares, the Open Offer Shares and
the Broker Shares
"Excess Applications" applications pursuant to the Excess
Application Facility
"Excess Application Facility" the arrangement pursuant to 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 Offer in respect of each Qualifying CREST
Entitlement(s)" Shareholder, an entitlement (in
addition to their Open Offer Entitlement)
to apply for Open Offer Shares
pursuant to the Excess Application
Facility, which is conditional
on them taking up their Open Offer
Entitlement in full and which may
be subject to scaling back in accordance
with relevant provisions
"Excess Open Offer Entitlement(s)" an entitlement for each Qualifying
Shareholder to apply to subscribe
for Open Offer Shares in addition
to his Open Offer Entitlement pursuant
to the Excess Application Facility
which is conditional on him taking
up his Open Offer Entitlement in
full and which may be subject to
scaling back in accordance with
relevant provisions
"Excess Shares" Open Offer Shares which are not
taken up by Qualifying Shareholders
pursuant to their Basic Entitlement
and which are offered to Qualifying
Shareholders under the Excess Application
Facility
"Excluded Overseas Shareholders" other than as agreed by the Company
and Canaccord Genuity or as permitted
by applicable law, Shareholders
who are located or have registered
addresses in a Restricted Jurisdiction
"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 4 January
2022.
"Euroclear" Euroclear UK & Ireland Limited,
the operator of CREST
"Exchange Information" the business and financial information
that the Company is required to
publish in accordance with MAR
and the rules and practices of
the London Stock Exchange and/or
the FCA
"Existing Ordinary Shares" the 922,397,281 Ordinary Shares
in issue at the date of this Announcement
"FSMA" the Financial Services and Markets
Act 2000 (as amended)
"General Meeting" the general meeting of shareholders
of the Company proposed to be held
on or around 20 January 2022 notice
of which is to be contained in
the Circular.
"Group" the Company and its subsidiaries
"Issue Price" 0.1 pence per Ordinary Share
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 4 February 2022
"MiFID II" EU Directive 2014/65/EU on markets
in financial instruments, as amended
"MiFID II Product Governance the product governance requirements
Requirements" contained within: (a) MIFID II;
(b) Articles 9 and 10 of Commission
Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c)
local implementing measures
"New Ordinary Shares" the Placing Shares, the Subscription
Shares and the Open Offer Shares
"Open Offer" the conditional invitation made
by the Company to Qualifying Shareholders
to apply to subscribe for the Open
Offer Shares at the Issue Price
"Open Offer Entitlement" the individual entitlements of
Qualifying Shareholders to subscribe
for Open Offer Shares allocated
to Qualifying Shareholders on the
Record Date pursuant to the Open
Offer
"Open Offer Shares" the 250,000,000 new Ordinary Shares
being made available to Qualifying
Shareholders pursuant to the Open
Offer
"Order" the Financial Services and Markets
Act 2000 (Financial Promotion)
Order 2005
"Ordinary Shares" ordinary shares of 0.01 pence each
in the capital of the Company
"Overseas Shareholders" Shareholders with registered addresses
outside the United Kingdom or who
are citizens of, incorporated in,
registered in or otherwise resident
in, countries outside the United
Kingdom
"Participant ID" the identification code or membership
number used in CREST to identify
a particular CREST member or other
CREST participant
"Placees" a Relevant Person (including individuals,
funds or others) who has been invited
to participate in the Placing and
on whose behalf a commitment to
subscribe for or acquire Placing
Shares has been given
"Placing" the conditional placing of the
Placing Shares on the terms and
subject to the conditions of the
Placing Agreement
" Placing and Open Offer the placing and open offer agreement
Agreement" entered into between the Company
and Canaccord Genuity on 24 December
2021
"Placing Shares" the 2,400,000,000 Ordinary Shares
to be issued pursuant to the Placing
"Prospectus Regulation the Prospectus Regulation Rules
Rules" made by the FCA under Part VI of
FSMA
"Qualifying CREST Shareholders" Qualifying Shareholders whose Existing
Ordinary Shares on the register
of members of the Company on the
Record Date are in uncertificated
form
"Qualifying Non-CREST Shareholders" Qualifying Shareholders whose Existing
Ordinary Shares on the register
of members of the Company on the
Record Date are held in certificated
form
"Qualifying Shareholders" holders of Existing Ordinary Shares
on the register of members of the
Company at the Record Date (but
excluding any Overseas Shareholder
who has a registered address in
the United States or any other
Restricted Jurisdiction)
"Record Date" 6.00 p.m. on 30 December 2021,
being the latest time by which
transfers of Existing Ordinary
Shares must be received for registration
by the Company in order to allow
transferees to be recognised as
Qualifying Shareholders
"Registrars" Neville Registrars Limited, Neville
House, Steelpark Road, Halesowen,
B62 8HD
"Receiving Agent" Neville Registrars Limited, Neville
House, Steelpark Road, Halesowen,
B62 8HD
"Resolutions" the resolutions seeking authority
to allot and disapplication of
pre-emption rights in connection
with the Fundraise (including with
respect to the Broker Shares),
to be proposed at the General Meeting,
as set out in the Circular
"R&D" research and development
"Regulatory Information a service approved by the FCA for
Service" the distribution to the public
of regulatory announcements and
included on the list maintained
on the FCA's website
"Restricted Jurisdictions" the United States, Canada, Australia,
New Zealand, the Republic of Ireland,
the Republic of South Africa or
Japan
"Securities Act" the US Securities Act of 1933,
as amended
"Subscription" the conditional subscription for
the Subscription Shares at the
Issue Price
"Subscription Shares" the 150,000,000 Ordinary Shares
to be issued pursuant to the Subscription
"United States" or "US" the United States of America, its
territories and possessions, any
state of the United States of America
and the District of Columbia
"VCT" a Venture Capital Trust under Part
6 of the Income Tax Act 2007
All references to "pounds", "pounds sterling", "sterling",
"GBP", "pence" and "p" are to the lawful currency of the UK.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
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END
IOEDXBDDBGDDGBX
(END) Dow Jones Newswires
December 24, 2021 01:59 ET (06:59 GMT)
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