TIDMERGO
RNS Number : 0644S
Ergomed plc
28 September 2017
Acquisition of PSR Group BV, a specialist orphan drug CRO, for
consideration of up to EUR5.7 million
and
Placing to raise GBP2.9 million
-- Acquisition moves Ergomed towards leadership in orphan drug
development services
-- PSR's specialist orphan drug development business will
complement Ergomed's existing strong expertise in this area
-- PSR will expand Ergomed's services portfolio and geographical
coverage
-- Acquisition expected to be immediately accretive to
earnings
London, UK - 28 September 2017: Ergomed plc (AIM: ERGO)
("Ergomed" or the "Company"), a specialised pharmaceutical services
and drug development company, today announces the proposed
acquisition of PSR Group BV ("PSR"), an international niche
contract research organisation ("CRO"), specialised in orphan drug
development (the "Acquisition"). Ergomed has agreed to acquire 100
per cent of the issued share capital of PSR Group BV for a total
consideration of up to EUR5.7 million.
The Company also announces its intention to conduct a placing to
raise gross proceeds of GBP2.9m (the "Placing") to part-fund the
Acquisition through the issue of 1,757,576 new ordinary shares of 1
pence each (the "Placing Shares") at a price of 165 pence per share
(the "Placing Price"). The Placing will be conducted via an
accelerated bookbuild.
The Acquisition and Placing are interconditional.
Dr Dan Weng, Chief Executive Officer of Ergomed, said: "This
acquisition aligns with the strategy laid out at IPO of seeking to
grow our existing, profitable service business both organically and
through strategic acquisitions, and specifically of becoming a
leader in orphan drug development. We are looking forward to
combining PSR's specialist skills and Ergomed's global
infrastructure to rapidly develop this business based on our
combined strengths. PSR has successfully demonstrated its leading
capabilities in this area and its addition to the Group complements
Ergomed's existing highly-regarded orphan disease specialism. We
welcome PSR's team and are pleased to increase our capabilities in
an under-served and growing area."
Dr Roger Legtenberg, Chief Executive Officer of PSR Group,
added: "PSR welcomes the opportunity to expand its current services
portfolio and geographical coverage by leveraging Ergomed's
international reach and complementary services. We will continue to
make a significant contribution to the availability of new orphan
drug treatments, improving the lives of patients and their families
impacted by rare diseases. We look forward to joining the group and
contributing to its growth and success."
Background to the Acquisition
The Acquisition is consistent with Ergomed's stated strategy to
grow its existing, profitable services business both organically
and through bolt on acquisitions. Ergomed has particular expertise
in the development of orphan drugs as part of its profitable and
fast growing CRO offering, which provides a full range of high
quality contract research and trial management services across all
phases of clinical development. PSR's extensive expertise in orphan
drug development will complement Ergomed's services and will
further strengthen Ergomed's orphan drug development capability in
addition to expanding its current services portfolio.
PSR, established in 1998, and based in the Netherlands, is a
specialist orphan drug CRO and recognised as a leading expert in
rare diseases. As part of the Acquisition, Ergomed will continue to
grow PSR's global orphan drug development business under the PSR
brand and will remain focused on its two divisions: (1) PSR Orphan
Experts, which is a leading expert in supporting biotech and pharma
companies with their regulatory and clinical development of orphan
drugs (c. 75% of revenues); and (2) PSR Pharma Resource, which
complements PSR Orphan Experts as a niche staffing provider,
focused on orphan drug specialised staff (c. 25% of revenues).
Orphan drug development is a specialist and growing field.
Orphan diseases are severe, debilitating or even life-threatening
conditions which affect fewer than 1 in 2000 people (EU definition)
or fewer than 200,000 people in the US (US definition). Although
patient numbers in individual indications are limited, there are a
total of 30 million people worldwide suffering from rare diseases.
The orphan drug market to target these diseases continues to grow
and requires highly specialised providers due to the regulatory,
logistical and operational complexities of conducting clinical
trials in these indications. Due to their characteristics, combined
with the rarity of the diseases, orphan drug clinical studies
typically are complex and run in small patient cohorts with
potentially faster market entry.
The Acquisition will bring together Ergomed's global
geographical footprint, including its presence in the MENA region,
an area which is important for orphan drug development, and PSR's
significant expertise and strong brand. Ergomed believes the
combination will have the scale and specialism to compete
effectively in the global CRO market.
Ergomed has a track record of successful identification and
integration of acquisitions and the Company continues to pursue
opportunities to acquire services businesses which are consistent
with its strategy of becoming the global leader in
pharmacovigilance services, the leading CRO in orphan drug
development and to strengthen its CRO network through geographic
expansion and / or complementary service offerings.
Acquisition terms and PSR trading history
Under the terms of the sale and purchase agreement (the
"Acquisition Agreement"), Ergomed is acquiring 100 per cent of the
issued share capital of PSR for an initial consideration of EUR3.2
million (GBP2.8 million), with a contingent consideration based on
the achievement of EBITDA targets for 2017, 2018 and 2019 of up to
an aggregate EUR2.5 million (GBP2.2 million). The initial and
contingent consideration will both be satisfied partly in cash and
partly in new Ergomed ordinary shares. The initial share
consideration will be satisfied through the issuance of 323,813 new
Ordinary Shares in Ergomed (the "Initial Consideration Shares") at
an issue price of 165 pence per share. The Initial Consideration
Shares are subject to a 12 month hard lock-in and 6 month orderly
market provision. Admission of the Initial Consideration Shares is
expected to take place at 8.00 a.m. on 2 October 2017. The
Acquisition is expected to be immediately accretive to Ergomed's
2017 earnings per share.
The Acquisition is conditional only upon the placing agreement
between the Company, Numis and N+1 Singer (the "Placing Agreement")
becoming unconditional and upon Admission (as defined below). The
Acquisition Agreement includes warranties and indemnities from
certain of the sellers in favour of Ergomed. Claims by Ergomed
against such sellers under the warranties and indemnities are
subject to certain financial thresholds and caps and also, in the
usual way, to matters disclosed by the sellers.
In the year ended 31 December 2016, PSR reported revenue of
EUR4.7 million and adjusted EBITDA of EUR0.34 million and had net
assets at 31 December 2016 of EUR0.41 million. For the 6 months
ended 30 June 2017, PSR reported unaudited revenue of EUR2.4
million and unaudited EBITDA of EUR0.26 million.
Details of the Placing
The Placing will open with immediate effect following this
Announcement. Numis and N+1 Singer have been appointed as joint
bookrunners (the "Bookrunners") in respect of the Placing. The
number of Placing Shares to be placed and the Placing Price have
been determined by the Company and the Bookrunners and are fixed.
The timing of the closing of the Placing and allocations are at the
discretion of the Bookrunners.
Under the terms of the Placing, Ergomed intends to place
1,757,576 new ordinary shares of 1 pence each in the capital of the
Company, representing approximately 4.3 per cent of the existing
issued ordinary share capital of the Company. Members of the public
are not entitled to participate in the Placing. A further
announcement confirming the closing of the Placing will be made in
due course.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu with the existing ordinary shares of 1
pence each in the capital of the Company including the right to
receive all future dividends and distributions declared, made or
paid by reference to a record date falling after their issue.
The Company has applied for the Placing Shares to be admitted to
trading on AIM (the admission of the Initial Consideration Shares
and the Placing Shares together, "Admission"). It is expected that
settlement of subscriptions in respect of the Placing Shares and
Admission will take place and that trading in the Placing Shares
will commence at 8.00 a.m. on 2 October 2017. Following Admission,
the total number of Ordinary Shares in the Company will be
42,680,813. The Company holds no treasury shares and therefore the
total number of voting rights is 42,680,813.
The Placing is conditional upon, inter alia, Admission becoming
effective and the Acquisition Agreement having become unconditional
(save as to Admission). The Placing is also conditional upon the
Placing Agreement becoming unconditional and not being terminated.
Further details of the Placing Agreement can be found in the terms
and conditions of the Placing contained in the Appendix to this
Announcement (which forms part of the Announcement).
By choosing to participate in the Placing and by making a verbal
offer to acquire Placing Shares, investors will be deemed to have
read and understood this Announcement (including the Appendix) in
its entirety and to be making such offer on the terms and subject
to the conditions in the Announcement, and to be providing the
representations, warranties and acknowledgements contained in the
Appendix.
Your attention is drawn to the detailed terms and conditions of
the Placing set out in the Appendix to this Announcement.
Current trading and outlook
The Company announced its unaudited results for the six month
period ending 30 June 2017 on 18 September 2017. This contained an
update on current trading and outlook. In addition, the Company is
having exploratory discussions with other potential acquisition
targets. There can of course be no guarantee as to whether these
exploratory discussions progress.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market
soundings (as defined in MAR) were taken in respect of the Placing
with the result that certain persons became aware of inside
information (as defined in MAR), as permitted by MAR. This inside
information is set out in this Announcement. Therefore, those
persons that received inside information in a market sounding are
no longer in possession of such inside information relating to the
Company and its securities.
Enquiries:
Ergomed plc Tel: +44 (0)
1483 503205
Dan Weng (Chief Executive Officer)
Stephen Stamp (Chief Financial
Officer)
Numis Securities Limited Tel: +44 (0)
20 7260 1000
Michael Meade / Freddie Barnfield
(Nominated Adviser)
James Black (Joint Broker)
N+1 Singer Tel: +44 (0)
20 7496 3000
Alex Price / Michael Taylor (Joint
Broker)
Consilium Strategic Communications Tel: +44 (0)
- for UK enquiries 20 3709 5700
Chris Gardner / Mary-Jane ergomed@consilium-comms.com
Elliott
Ivar Milligan / Philippa Gardner
MC Services - for Continental Tel: +49 211
European enquiries 5292 5222
Anne Hennecke
About Ergomed
Ergomed provides specialist services to the pharmaceutical
industry and develops drugs both wholly-owned and through
partnerships. Ergomed's fast-growing, profitable service offering
spans all phases of clinical development and post-approval
pharmacovigilance and medical information. Drawing on more than 20
years of expertise in drug development, Ergomed is also building a
growing portfolio of drug development partnerships and programmes,
including wholly-owned proprietary products for the treatment of
surgical bleeding. For further information, visit:
http://ergomedplc.com
About PSR
PSR, established in 1998, is a full service specialist orphan
drug CRO and recognised as a leading expert in the rare disease
niche. PSR specialises in running complex orphan drug development
programs requiring innovative regulatory and clinical approaches as
well as pricing and reimbursement strategies. Besides outsourced
project solutions, PSR provides insourced staffing solutions
(orphan drug teams), temporary & permanent staffing, interim
management solutions as well as training / coaching career
programs.
PSR's dedication to the rare disease landscape is exemplified by
an extensive track record of orphan drug projects in a wide range
of therapeutic areas, its continued efforts to achieve true patient
centricity and its societal commitments by participation in
fundraising activities and public-private partnerships. For
further
information, visit: http://www.psr-group.com.
Each of Numis Securities Limited and Nplus1 Singer Advisory LLP,
both of which are regulated in the UK by the Financial Conduct
Authority, is acting for the Company and no one else in connection
with the Placing, and will not be responsible to any person other
than the Company for providing the regulatory and legal protections
afforded to their respective clients nor for providing advice in
relation to the contents of this Announcement or any matter,
transaction or arrangement referred to in it.
This Announcement includes statements, estimates, opinions and
projections with respect to anticipated future performance of the
Company ("forward-looking statements") which reflect various
assumptions concerning anticipated results taken from the Company's
current business plan or from public sources which may or may not
prove to be correct. These forward looking statements can be
identified by the use of forward looking terminology, including the
terms "anticipates", "target", "believes", "estimates", "expects",
"intends", "may", "plans", "projects", "should" or "will", or, in
each case, their negative or other variations or comparable
terminology or by discussions of strategy, plans, objectives,
goals, future events or intentions. Such forward-looking statements
reflect current expectations based on the current business plan and
various other assumptions and involve significant risks and
uncertainties and should not be read as guarantees of future
performance or results and will not necessarily be accurate
indications of whether or not such results will be achieved. As a
result, prospective investors should not rely on such
forward-looking statements due to the inherent uncertainty therein.
No representation or warranty is given as to the completeness or
accuracy of the forward-looking statements contained in this
Announcement. Forward-looking statements speak only as of the date
of such statements and, except as required by the FCA, the London
Stock Exchange or applicable law, the Company undertakes no
obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise. No statement in this Announcement is intended to be a
profit forecast and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company. The
price of shares and the income from them may go down as well as up
and investors may not get back the full amount invested on disposal
of the Placing Shares.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
APPIX
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 THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF IRELAND OR THE REPUBLIC
OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES
ONLY AND ARE DIRECTED ONLY AT PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN
SECTION 86(7) OF FSMA ("QUALIFIED INVESTORS") BEING PERSONS FALLING
WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE;
AND IN THE UNITED KINGDOM AT QUALIFIED INVESTORS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) FALL WITHIN
ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC) OF THE ORDER; OR (III) ARE PERSONS TO WHOM THEY
MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS"). THESE TERMS AND
CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THESE TERMS AND CONDITIONS RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THE ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE, ACQUISITION OR SUBSCRIPTION OF
ANY SECURITIES IN THE COMPANY. THE ANNOUNCEMENT HAS BEEN ISSUED BY
AND IS THE SOLE RESPONSIBILITY OF THE COMPANY.
THE ANNOUNCEMENT IS NOT AN OFFER FOR SALE, ACQUISITION OR
SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION
OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION. THE ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION
TO PURCHASE OR SUBSCRIBE FOR SECURITIES 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 IN THE UNITED
STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN
INVESTMENT IN THE SECURITIES OR PASSED UPON ORORSED THE MERITS OF
THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS
ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS
BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER
CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING
SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN
THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES.
Persons who are invited to and who choose to participate in the
Placing, by making (or on whose behalf there is made) an oral or
written offer to subscribe for, or acquire as allottee, Placing
Shares (the "Placees"), will be deemed to have read and understood
this Announcement, including this Appendix, in its entirety and to
be making such offer on the terms and conditions, and to be
providing the representations, warranties, acknowledgements, and
undertakings contained in this Appendix. In particular, each Placee
represents, warrants and acknowledges that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (i) the Placing Shares acquired by it 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 ("EEA") which has implemented the
Prospectus Directive other than Qualified Investors or in
circumstances in which the prior consent of Numis and N+1 Singer
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 Directive
as having been made to such persons; and
3. (a) it is not (i) in the United States and (ii) acting for
the account or benefit of a person in the United States, or (b) it
is a dealer or other professional fiduciary in the United States
acting on a discretionary basis for a non-US person (other than an
estate or trust) in reliance on Regulation S under the Securities
Act; or (c) it is otherwise acquiring the Placing Shares in an
"offshore transaction" meeting the requirements of Regulation S
under the Securities Act; and
4. it is not, and is not acting for the account or benefit of a
person who is, a national of Canada, Australia, Japan or the
Republic of South Africa.
The Company, Numis and N+1 Singer will rely upon the truth and
accuracy of the foregoing representations, acknowledgements and
agreements.
This Announcement has been prepared and issued by the Company
and is and will be 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 Numis, N+1 Singer or any of their respective
directors, officers, employees, affiliates, branches, advisers,
consultants or agents or any other person as to or in relation to,
the accuracy or completeness of the Announcement or any other
written or oral information made available to or publicly available
to any Placee, any person acting on such Placee's behalf or any of
their respective advisers, and any liability therefor is expressly
disclaimed.
This Announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction in which such offer or solicitation is or may be
unlawful. This Announcement and the information contained herein is
not for publication or distribution, directly or indirectly, to
persons in the United States, Canada, Australia, Japan or the
Republic of South Africa or in any jurisdiction in which such
publication or distribution is unlawful. Persons into whose
possession this Announcement may come are required by the Company
to inform themselves about and to observe any restrictions of
transfer of this Announcement. No public offer of securities of the
Company is being made in the United Kingdom, the United States or
elsewhere.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the
Securities Act or any laws of, or with any securities regulatory
authority of, any state or other jurisdiction of the United States,
and may not be offered, sold, pledged or otherwise transferred
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and the securities laws of any state or other
jurisdiction of the United States. The Placing Shares are being
offered and sold outside the United States in accordance with
Regulation S under the Securities Act.
No securities commission or similar authority in Canada has in
any way passed on the merits of the securities offered hereunder
and any representation to the contrary is an offence. No document
in relation to the Placing has been, or will be, lodged with, or
registered by the Australian Securities and Investments Commission,
and no registration statement has been, or will be, filed with the
Japanese Ministry of Finance in relation to the Placing or the
Placing Shares. Accordingly, subject to certain exceptions, the
Placing Shares may not, directly or indirectly, be offered or sold
within Canada, Australia, Japan, the Republic of South Africa or
the Republic of Ireland or offered or sold to a resident of Canada,
Australia, Japan, the Republic of South Africa or the Republic of
Ireland. The Placing Shares to be subscribed or acquired in the
Placing have not been, and will not be, registered under the
Securities Act or with any securities regulatory authority of any
state or other jurisdiction of the United States and may not be
offered or sold within the United States or to, or for the account
or benefit of, any US Person as that term is defined in Regulation
S under the Securities Act, except pursuant to an exemption from,
or in a transaction not subject to the registration requirements of
the Securities Act. The Company has not been registered and will
not register under the United States Investment Company Act of
1940, as amended.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
THE PLACING
Numis and N+1 Singer have entered into the Placing Agreement
with the Company. Pursuant to the Placing Agreement, each of Numis
and N+1 Singer has undertaken, subject to the terms set out
therein, to use its reasonable endeavours, as agent of the Company,
to procure subscribers for the Cash Placing Shares and persons to
acquire, as allottees, the Vendor Placing Shares at the Placing
Price.
The Placing Shares will, when issued, be subject to the
Articles, be credited as fully paid and will rank pari passu in all
respects with each other and with the existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid in respect of the Ordinary
Shares after the date of issue of the Placing Shares. The Placing
Shares will be issued free of any encumbrance, lien or other
security interest.
The Placing will be conducted by way of a Bookbuild. Numis and
N+1 Singer will today commence the Bookbuild in respect of the
Placing in order to determine demand for the Placing Shares and
participation in the Placing by Placees at the Placing Price.
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing.
The number of Placing Shares will be determined following
completion of the Bookbuild as set out in this Announcement and the
Placing Agreement. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares.
Numis, N+1 Singer and the Company shall be entitled to effect
the Placing by such alternative method to the Bookbuild as it may,
in its sole discretion, determine.
Numis, N+1 Singer and the Company reserve the right to scale
back the number of Placing Shares to be allotted to any Placee in
the event of an oversubscription under the Placing. Numis, N+1
Singer and the Company also reserve the right not to accept offers
for Placing Shares or to accept such offers in part rather than in
whole.
Each Placee will be required to pay to Numis, on the Company's
behalf, an amount equal to the product of the Placing Price and the
number of Placing Shares that such Placee is required to be
allotted in accordance with the terms set out in or referred to in
this Appendix. Each Placee's obligation to be allotted and pay for
Placing Shares under the Placing will be owed to each of the
Company and Numis or N+1 Singer (as applicable). Each Placee will
be deemed to have read this Appendix in its entirety.
None of Numis, N+1 Singer or any respective holding company
thereof, any subsidiary thereof, any subsidiary of any such holding
company, any branch, affiliate or associated undertaking of any
such company nor any of their respective directors, officers and
employees (each an "Affiliate") will have any liability (subject to
applicable legislation and regulations) to Placees or to any person
other than the Company in respect of the Placing.
APPLICATION FOR ADMISSION
Application has been made to AIM for admission of the Placing
Shares to trading on AIM. It is expected that Admission will become
effective on or around 8.00 a.m. on 2 October 2017 and that
dealings in the Placing Shares will commence at that time.
PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING
Numis and N+1 Singer (whether through themselves or any of their
respective Affiliates) are each arranging the Placing as joint
brokers to the Company for the purpose of using their respective
reasonable endeavours to procure Placees at the Placing Price for
the Placing Shares. Participation in the Placing will only be
available to persons who may lawfully be, and are, invited to
participate by Numis or N+1 Singer. Numis, N+1 Singer and their
respective Affiliates may participate in the Placing and Bookbuild
as principal(s).
Completion of the Bookbuild will be determined by Numis and N+1
Singer in their absolute discretion. A further announcement
detailing the number of Placing Shares to be issued shall be made
on a Regulatory Information Service as soon as is practicable
following the completion of the Bookbuild.
To bid in the Bookbuild, prospective Placees should communicate
their bid by telephone to their usual sales contact at Numis or N+1
Singer. Each bid should state the number of Placing Shares which
the prospective Placee wishes to subscribe for or acquire at the
Placing Price, being 165 pence per Placing Share. Bids may be
scaled down by Numis or N+1 Singer on the basis referred to
below.
The Bookbuild is expected to close no later than 4.30 pm on 28
September 2017 but may be closed earlier or later at the discretion
of Numis and N+1 Singer. Numis and N+1 Singer may, with the
Company's written agreement, accept bids that are received after
the Bookbuild has closed. The Company reserves the right to reduce
or seek to increase the amount to be raised pursuant to the
Placing, in its absolute discretion. The final allocations of the
Placing Shares (including as to the identity of the Placees and the
number of Placing Shares allocated to each Placee at the Placing
Price) shall be determined by Numis and N+1 Singer in their
absolute discretion.
Each Placee which confirms its agreement to Numis or N+1 Singer
(or applicable) (whether orally or in writing) to subscribe for or
acquire Placing Shares hereby agrees with Numis and N+1 Singer that
it will be bound by these terms and conditions and will be deemed
to have irrevocably accepted them.
Each Placee's allocation will be confirmed to Placees orally or
in writing by Numis or N+1 Singer (as applicable), and a trade
confirmation or contract note will be despatched as soon as
practicable thereafter. The confirmation to such Placee will
constitute an irrevocable legally binding commitment upon such
person (who will at that point become a Placee) in favour of Numis
or N+1 Singer (as applicable) and the Company, under which it
agrees to acquire the number of Placing Shares allocated to it at
the Placing Price on these terms and conditions and in accordance
with the Articles.
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". Numis will be acting as sole settlement bank.
All obligations under the Placing will be subject to fulfilment
or (where applicable) waiver of amongst other things, the
conditions referred to below under "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".
By participating in the Placing, each Placee will agree that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee. Each Placee's
obligations will be owed to the Company, and to Numis or N+1 Singer
(as applicable). Following the oral or written confirmation
referred to above, each Placee will also have an immediate,
separate, irrevocable and binding obligation, owed to Numis or N+1
Singer (as applicable) as agent of the Company and to the Company,
to pay to Numis) in cleared funds an amount equal to the product of
the Placing Price and the number of Placing Shares such Placee has
agreed to acquire. Numis and N+1 Singer may choose to accept bids,
either in whole or in part, on the basis of allocations determined
at their discretion (in agreement with the Company) and may scale
down any bids for this purpose on such basis as it may determine.
Numis and N+1 Singer may also, notwithstanding the above, but
subject to the prior consent of the Company (i) allocate Placing
Shares after the time of any initial allocation to any person
submitting a bid after that time; and (ii) allocate Placing Shares
after the Bookbuild has closed to any person submitting a bid after
that time. The Company, Numis and N+1 Singer acting together
reserve the right not to accept bids or to accept bids in part
rather than in whole.
To the fullest extent permissible by law, none of Numis, N+1
Singer, any of their respective Affiliates, and any person acting
on their behalf shall have any liability to Placees (or to any
other person whether acting on behalf of a Placee or
otherwise).
Each Placee acknowledges and agrees that the Company is
responsible for the allotment of the Placing Shares to the Placees
and that Numis and N+1 Singer shall have no liability to the
Placees for the failure of the Company to fulfil those
obligations.
All obligations of Numis and N+1 Singer under the Placing will
be subject to fulfilment of the conditions referred to below under
"Conditions of the Placing".
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 obligations of Numis and N+1 Singer under the Placing
Agreement are conditional, inter alia, on:
(a) the Acquisition Agreement (i) not having been terminated or
materially varied or amended and (ii) having become unconditional
in all respects, save for any condition relating to the Placing
Agreement becoming unconditional in accordance with its terms
(including, for the avoidance of doubt, Admission);
(b) the performance by the Company of its obligations under the
Placing Agreement to the extent that they fall to be performed
prior to Admission;
(c) the Placing Agreement not having been terminated prior to
completion of the Placing; and
(d) Admission occurring not later than 8.00 a.m. on 2 October
2017 or such later time as Numis (after consultation with N+1
Singer) may agree in writing with the Company (but in any event not
later than 8.00 a.m. on 9 October 2017).
If (a) the conditions are not fulfilled (or to the extent
permitted under the Placing Agreement waived by Numis and N+1
Singer), or (b) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse and each
Placee's rights and obligations hereunder shall cease and determine
at such time and no claim may be made by a Placee in respect
thereof. None of Numis, N+1 Singer or 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 it may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any
condition in the Placing Agreement or in respect of the Placing
generally.
By participating in the Placing, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described below under "Right to terminate under the
Placing Agreement", and will not be capable of rescission or
termination by the Placee.
RIGHT TO TERMINATE UNDER THE PLACING AGREEMENT
Numis and/or N+1 Singer may at any time before Admission,
terminate the Placing Agreement by giving notice to the Company if,
inter alia:
(a) it comes to the knowledge of Numis or N+1 Singer that any of
the warranties given by the Company under the Placing Agreement was
untrue, inaccurate or misleading in any respect; or
(b) it comes to the notice of Numis or N+1 Singer that any
statement contained in this Announcement is or has become untrue,
incorrect or misleading in any respect or there has been an
omission therefrom; or
(c) it comes to the notice of Numis or N+1 Singer that a matter
has arisen which is likely to give rise to a claim under any of the
indemnities given by the Company; or
(d) the Company shall fail to comply with any of its obligations
under the Placing Agreement, as applicable; or
(e) in the opinion of either Numis and/or N+1 Singer, any
material adverse change, or any development reasonably likely to
involve a material adverse change, has occurred in the financial
position or prospects or business of the Company and its subsidiary
undertakings (taken as whole and including PSR).
By participating in the Placing, each Placee agrees with Numis
and N+1 Singer that the exercise by Numis and/or N+1 Singer of any
right of termination or other discretion under the Placing
Agreement shall be within their absolute discretion without the
need to make any reference to the Placees in this regard and that,
to the fullest extent permitted by law, Numis and N+1 Singer shall
not have any liability whatsoever to the Placees in connection with
any such exercise.
NO PROSPECTUS
No offering document or prospectus has been or will be prepared
in relation to the Placing and no such prospectus is required (in
accordance with the Prospectus Directive) to be published and
Placees' commitments will be made solely on the basis of the
information contained in this document and any information
previously published by or on behalf of the Company by notification
to a Regulatory Information Service (as defined in the AIM Rules).
Each Placee, by accepting a participation in the Placing, agrees
that the content of this document is exclusively the responsibility
of the Company and confirms to Numis and N+1 Singer and the Company
that it has neither received nor relied on any information,
representation, warranty or statement made by or on behalf of Numis
and N+1 Singer (other than the amount of the relevant Placing
participation in the oral or written confirmation given to Placees
and the trade confirmation or contract note referred to below), any
of their respective Affiliates, any persons acting on its behalf or
the Company and none of Numis or N+1 Singer, any of their
respective Affiliates, any persons acting on their behalf, nor the
Company will be liable for the decision of any Placee to
participate in the Placing based on any other information,
representation, warranty or statement which the Placee may have
obtained or received (regardless of whether or not such
information, representation, warranty or statement was given or
made by or on behalf of any such persons). By participating in the
Placing, each Placee acknowledges to and agrees with each of Numis
and N+1 Singer (in each case for itself and as agent for the
Company) that, except in relation to the information contained in
this document, it has relied on its own investigation of the
business, financial or other position of the Company in deciding to
participate in the Placing. Nothing in this paragraph shall exclude
the liability of any person for fraudulent misrepresentation.
REGISTRATION AND SETTLEMENT
Settlement will solely be through Numis against CREST ID: 600
(Numis Nominees Limited).
Settlement of transactions in the Placing Shares (ISIN
GB00BN7ZCY67) following Admission will take place within the CREST
system, using the DVP mechanism, subject to certain exceptions.
Numis and N+1 Singer reserve the right to require settlement for
and delivery of the Placing Shares to Placees by such other means
that they deem necessary, if delivery or settlement is not possible
or practicable within the CREST system within the timetable set out
in this document or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
It is expected that settlement will take place on or about 2
October 2017 in CREST in accordance with the instructions set out
in the conditional trade confirmation or contract note.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation or
contract note stating the number of Placing Shares allocated to it,
the Placing Price, the aggregate amount owed by such Placee to
Numis and settlement instructions. It is expected that such trade
confirmation or contract note will be despatched on 28 September
2017. Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions
which it has in place with Numis.
It is expected that settlement will be on 2 October 2017 on a
DVP basis in accordance with the instructions set out in the trade
confirmation or contract note unless otherwise notified by
Numis.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the base rate of
Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations, Numis or N+1 Singer (as applicable) may sell any
or all of the Placing Shares allocated to the Placee on such
Placee's behalf and retain from the proceeds, for Numis' or N+1
Singer's (as applicable) own account and profit, an amount equal to
the aggregate amount owed by the Placee plus any interest due. The
Placee will, however, remain liable for any shortfall below the
aggregate amount owed by such Placee and it may be required to bear
any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the trade
confirmation or contract note is copied and delivered immediately
to the relevant person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to PTM levy, stamp duty or stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, none of Numis, N+1 Singer or the
Company shall be responsible for the payment thereof. Placees will
not be entitled to receive any fee or commission in connection with
the Placing.
REPRESENTATIONS AND WARRANTIES
By receiving this document, each Placee and, to the extent
applicable, any person confirming his agreement to participate in
the Bookbuild and to acquire Placing Shares on behalf of a Placee
or authorising Numis and N+1 Singer (as applicable) to notify a
Placee's name to the Company's registrar, Share Registrars Limited,
(in this Appendix, the "Registrar"), is deemed to acknowledge,
agree, undertake, represent and warrant to each of Numis, N+1
Singer, the Registrar and the Company that:
(a) the Placee has read this document in its entirety and
acknowledges that its participation in the Placing shall be made
solely on the terms and subject to the conditions set out in these
terms and conditions, the Placing Agreement and the Articles. Such
Placee agrees that these terms and conditions and the trade
confirmation or contract note issued by Numis or N+1 Singer (as
applicable) to such Placee represent the whole and only agreement
between the Placee, Numis or N+1 Singer (as applicable) and the
Company in relation to the Placee's participation in the Placing
and supersedes any previous agreement between any of such parties
in relation to such participation. Accordingly, all other terms,
conditions, representations, warranties and other statements which
would otherwise be implied (by law or otherwise) shall not form
part of these terms and conditions. Such Placee agrees that none of
the Company, N+1 Singer and Numis nor any of their respective
officers or directors will have any liability for any such other
information or representation and irrevocably and unconditionally
waives any rights it may have in respect of any such other
information or representation;
(b) if the Placee is a natural person, such Placee is not under
the age of majority (18 years of age in the UK) on the date of such
Placee's agreement to acquire Placing Shares under the Placing and
will not be any such person on the date any such offer is
accepted;
(c) none of Numis, N+1 Singer nor any Affiliate of Numis or N+1
Singer acting on its behalf is responsible for or shall have any
liability for any information, representation or statement
contained in this document or any supplementary admission document
(as the case may be) or any information previously published by or
on behalf of the Company or any member of the Group and will not be
liable for any decision by a Placee to participate in the Placing
based on any information, representation or statement contained in
this document or otherwise;
(d) the Placee has not relied on Numis, N+1 Singer or any
Affiliate of Numis or N+1 Singer in connection with any
investigation of the accuracy of any information contained in this
document or their investment decision;
(e) in agreeing to acquire or subscribe for Placing Shares under
the Placing, the Placee is relying on this document or any
supplementary announcement concerning the Placing (as the case may
be) and not on any other information or representation concerning
the Group, the Target, the Placing or the Placing Shares. Such
Placee agrees that none of the Company, Numis or N+1 Singer nor
their respective Affiliates will have any liability for any such
other information or representation and irrevocably and
unconditionally waives any rights it may have in respect of any
such other information or representation;
(f) save in the event of fraud on its part (and to the extent
permitted by the rules of the FCA), neither Numis nor N+1 Singer,
nor any of their respective Affiliates shall be liable to a Placee
for any matter arising out of the role of Numis and N+1 Singer as
the Company's nominated adviser and/or broker or otherwise, and
that where any such liability nevertheless arises as a matter of
law each Placee will immediately waive any claim against Numis and
N+1 Singer and any of its directors and employees which a Placee
may have in respect thereof;
(g) the Placee has complied with all applicable laws and such
Placee will not infringe any applicable law as a result of such
Placee's agreement to acquire Placing Shares under the Placing
and/or acceptance thereof or any actions arising from such Placee's
rights and obligations under the Placee's agreement to acquire
Placing Shares under the Placing and/or acceptance thereof or under
the Articles;
(h) all actions, conditions and things required to be taken,
fulfilled and done (including the obtaining of necessary consents)
in order (i) to enable the Placee lawfully to enter into, and
exercise its rights and perform and comply with its obligations to
acquire the Placing Shares under, the Placing and (ii) to ensure
that those obligations are legally binding and enforceable, have
been taken, fulfilled and done. The Placee's entry into, exercise
of its rights and/or performance under, or compliance with its
obligations under the Placing, does not and will not violate (a)
its constitutive documents or (b) any agreement to which the Placee
is a party or which is binding on the Placee or its assets;
(i) it understands that no action has been or will be taken in
any jurisdiction by the Company, Numis or N+1 Singer or any other
person that would permit a public offering of the Placing Shares,
or possession or distribution of this document, in any country or
jurisdiction where action for that purpose is required; and that,
if the Placee is in a member state of the European Economic Area
which has implemented the Prospectus Directive ("Relevant Member
State"), it is (i) a legal entity which is authorised or regulated
to operate in the financial markets or, if not so authorised or
regulated, its corporate purpose is solely to invest in securities;
(ii) a legal entity which has two or more of (a) a total balance
sheet of more than EUR20,000,000; (b) an annual net turnover of
more than EUR40,000,000; or (c) an average number of employees more
than 250; in each case as shown in its last annual or consolidated
accounts; (iii) otherwise permitted by law to be offered and sold
Placing Shares in circumstances which do not require the
publication by the Company of a prospectus pursuant to Article 3 of
the Prospectus Directive or other applicable laws; or (iv) in the
case of any Placing Shares acquired by a Placee as a financial
intermediary, as that term is used in Article 3(2) of the
Prospectus Directive either:
(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 placing or resale to, persons in any Relevant Member State
other than qualified investors, as that term is defined in the
Prospectus Directive or in circumstances in which the prior consent
of Numis or N+1 Singer (if applicable) has been given to the
placing or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in any Relevant Member State other than qualified
investors, the placing of those Placing Shares to it is not treated
under the Prospectus Directive as having been made to such
persons;
(j) to the fullest extent permitted by law, the Placee
acknowledges and agrees to the disclaimers contained in this
document and acknowledges and agrees to comply with the selling
restrictions set out in this document;
(k) the Ordinary Shares have not been and will not be registered
under the Securities Act, or under the securities legislation of,
or with any securities regulatory authority of, any state or other
jurisdiction of the United States or under the applicable
securities laws of Canada, Australia, the Republic of Ireland, the
Republic of South Africa or Japan or where to do so may contravene
local securities laws or regulations;
(l) the Placee is not a person located in the United States and
is eligible to participate in an "offshore transaction" as defined
in and in accordance with Regulation S of the Securities Act and
the Placing Shares were not offered to such Placee by means of
"directed selling efforts" as defined in Regulation S of the
Securities Act;
(m) it is acquiring the Placing Shares for investment purposes
only and not with a view to any resale, distribution or other
disposition of the Placing Shares in violation of the US Securities
Act or any other United States federal or applicable state
securities laws;
(n) the Company is not obliged to file any registration
statement in respect of resales of the Placing Shares in the United
States with the U.S. Securities and Exchange Commission or with any
state securities administrator;
(o) the Company, and any registrar or transfer agent or other
agent of the Company (including the Registrar), will not be
required to accept the registration of transfer of any Placing
Shares acquired by the Placee, except upon presentation of evidence
satisfactory to the Company that the foregoing restrictions on
transfer have been complied with;
(p) the Placee invests in or purchases securities similar to the
Placing Shares in the normal course of its business and it has such
knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of an investment in the
Placing Shares;
(q) the Placee has conducted its own investigation with respect
to the Company and the Placing Shares and has had access to such
financial and other information concerning the Company and the
Placing Shares as the Placee deemed necessary to evaluate the
merits and risks of an investment in the Placing Shares, and the
Placee has concluded that an investment in the Placing Shares is
suitable for it or, where the Placee is not acting as principal,
for any beneficial owner of the Placing Shares, based upon each
such person's investment objectives and financial requirements;
(r) the Placee or, where the Placee is not acting as principal,
any beneficial owner of the Placing Shares, is able to bear the
economic risk of an investment in the Placing Shares for an
indefinite period and the loss of its entire investment in the
Placing Shares;
(s) there may be adverse consequences to the Placee under United
States and other tax laws resulting from an investment in the
Placing Shares and the Placee has made such investigation and has
consulted such tax and other advisors with respect thereto as it
deems necessary or appropriate;
(t) the Placee is not a resident of the United States, Canada,
Australia, the Republic of South Africa, the Republic of Ireland or
Japan and acknowledges that the Placing Shares have not been and
will not be registered nor will a prospectus be prepared in respect
of the Placing Shares under the securities legislation of the
United States, Canada, Australia, the Republic of South Africa, the
Republic of Ireland or Japan and, subject to certain exceptions,
the Placing Shares may not be offered or sold, directly or
indirectly, in or into those jurisdictions or in any other
jurisdiction in which any such offer, invitation or solicitation is
or would be unlawful;
(u) the Placee is liable for any capital duty, stamp duty and
all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines
or penalties relating thereto) payable outside the UK by it or any
other person on the acquisition by it of any Placing Shares or the
agreement by it to acquire any Placing Shares;
(v) in the case of a person who confirms to Numis or N+1 Singer
(if applicable) on behalf of a Placee an agreement to acquire
Placing Shares under the Placing and/or who authorises Numis or N+1
Singer (if applicable) to notify such Placee's name to the
Registrar, that person represents and warrants that he has
authority to do so on behalf of the Placee;
(w) the Placee has complied with its obligations in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2000 and the Money Laundering
Regulations 2007 and any other applicable law concerning the
prevention of money laundering and, if it is making payment on
behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third
party as required by the Money Laundering Regulations 2007 and, in
each case, agrees that pending satisfaction of such obligations,
definitive certificates (or allocation under the CREST system) in
respect of the Placing Shares comprising the Placee's allocation
may be retained at Numis' or N+1 Singer's (as applicable)
discretion;
(x) the Placee agrees that, due to anti-money laundering and the
countering of terrorist financing requirements, Numis, N+1 Singer
and/or the Company may require proof of identity of the Placee and
related parties and verification of the source of the payment
before the application can be processed and that, in the event of
delay or failure by the Placee to produce any information required
for verification purposes, Numis, N+1 Singer and/or the Company may
refuse to accept the application and the subscription moneys
relating thereto. It holds harmless and will indemnify Numis, N+1
Singer and/or the Company against any liability, loss or cost
ensuing due to the failure to process this application, if such
information as has been required has not been provided by it or has
not been provided on a timely basis;
(y) the Placee is not, and is not applying as nominee or agent
for, a person which is, or may be, mentioned in any of sections 67,
70, 93 and 96 of the Finance Act 1986 (depository receipts and
clearance services);
(z) the Placee has complied with and will comply with all
applicable provisions of FSMA with respect to anything done by the
Placee in relation to the Placing in, from or otherwise involving
the UK;
(aa) if the Placee is in the UK, the Placee is a person (i) who
has professional experience in matters relating to investments
falling within article 19(5) of the Order or (ii) a high net worth
entity falling within article 49(2)(a) to (d) of the Order, or is a
person to whom this document may otherwise be lawfully
communicated, and in all cases is capable of being categorised as a
Professional Client or Eligible Counterparty for the purposes of
the FCA Conduct of Business Rules (all such persons together being
referred to as "relevant persons");
(bb) if the Placee is in the European Economic Area, the person
is a "Professional Client/Eligible Counterparty" within the meaning
of Annex II/Article 24 (2) of MiFID and is not participating in the
Placing on behalf of persons in the European Economic Area other
than Professional Clients or persons in the UK and other member
states (where equivalent legislation exists) for whom the Placee
has authority to make decisions on a wholly discretionary basis as
above;
(cc) in the case of a person who confirms to Numis or N+1 Singer
(as applicable) on behalf of a Placee an agreement to acquire
Placing Shares under the Placing and who is acting on behalf of a
third party, that the terms on which the Placee (or any person
acting on its behalf) are engaged enable it to make investment
decisions in relation to securities on that third party's behalf
without reference to that third party;
(dd) neither Numis nor N+1 Singer is not making any
recommendation to the Placee or advising the Placee regarding the
suitability or merits of participation in the Placing or any
transaction the Placee may enter into in connection with the
Placing or otherwise. The Placee is not Numis' or N+1 Singer's
client in connection with the Placing and neither Numis nor N+1
Singer will be responsible to any Placee for providing the
protections afforded to Numis' or N+1 Singer's clients or providing
advice in relation to the Placing and neither Numis nor N+1 Singer
will not have any duties or responsibilities to any Placee similar
or comparable to "best execution" and "suitability" imposed by the
Conduct of Business Sourcebook contained in the rules of the
FCA;
(ee) the exercise by Numis or N+1 Singer of any rights or
discretions under the Placing Agreement shall be within its
absolute discretion and Numis or N+1 Singer (as applicable) need
not have any reference to any Placee and shall have no liability to
any Placee whatsoever in connection with any decision to exercise
or not to exercise or to waive any such right and each Placee
agrees that it shall have no rights against Numis, N+1 Singer or
its directors or employees under the Placing Agreement;
(ff) the Placee's commitment to acquire Placing Shares on the
terms set out herein will continue notwithstanding any amendment
that may in future be made to the terms of the Placing and that
Placees will have no right to be consulted or require that their
consent be obtained with respect to the Company's conduct of the
Placing;
(gg) it irrevocably appoints any director of Numis or N+1 Singer
as its agent for the purposes of executing and delivering to the
Company and/or the Registrar any documents on its behalf necessary
to enable it to be registered as the holder of any of the Placing
Shares agreed to be taken up by it under the Placing and otherwise
to do all acts, matters and things as may be necessary for, or
incidental to, its acquisition of any Placing Shares in the event
of its failure so to do; and
(hh) it will indemnify and hold the Company, Numis, N+1 Singer
and their respective 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
provisions of this Appendix will survive after completion of the
Placing.
The Company, Numis and N+1 Singer will rely upon the truth and
accuracy of each of the foregoing representations, warranties and
undertakings.
SUPPLY AND DISCLOSURE OF INFORMATION
If any of Numis, N+1 Singer, the Registrar or the Company (or
any of their respective agents) request any information about a
Placee's agreement to acquire Placing Shares, such Placee must
promptly disclose it to them.
MISCELLANEOUS
The rights and remedies of Numis, N+1 Singer, the Registrar and
the Company under these terms and conditions are in addition to any
rights and remedies which would otherwise be available to each of
them and the exercise or partial exercise of one will not prevent
the exercise of others.
On application, each Placee may be asked to disclose, in writing
or orally to Numis or N+1 Singer (as applicable):
(a) if he is an individual, his nationality; or
(b) if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
All documents will be sent at the Placee's risk. They may be
sent by post to such Placee at an address notified to Numis or N+1
Singer (as applicable). Each Placee agrees to be bound by the
Articles once the Placing Shares which such Placee has agreed to
acquire have been acquired by such Placee. The provisions of this
Appendix may be waived, varied or modified as regards specific
Placees or on a general basis by Numis or N+1 Singer (as
applicable). The contract to acquire Placing Shares and the
appointments and authorities mentioned herein will be governed by,
and construed in accordance with, the laws of England and Wales.
For the exclusive benefit of Numis, N+1 Singer the Company and the
Registrar, each Placee irrevocably submits to the exclusive
jurisdiction of the English courts in respect of these matters.
This does not prevent an action being taken against a Placee in any
other jurisdiction. In the case of a joint agreement to acquire
Placing Shares, references to a "Placee" in these terms and
conditions are to each of such Placees and such joint Placees'
liability is joint and several. All times and dates in this
document are subject to amendment and Numis, N+1 Singer, the
Company each expressly reserve the right to modify the Placing
(including, without limitation, its timetable and settlement) at
any time before allocations of Placing Shares under the Placing are
determined.
The Placing is subject to the satisfaction of the conditions
contained in the Placing Agreement and the Placing Agreement not
having been terminated. Further details of the terms of the Placing
Agreement are set out above.
DEFINITIONS USED IN THIS ANNOUNCEMENT
"Acquisition" means the acquisition by the Company of the entire
issued and to be issued share capital of the Target;
"Acquisition Agreement" means the conditional agreement dated 27
September 2017 between (1) the Sellers and (2) the Company relating
to the Acquisition;
"Admission" means admission of the Placing Shares to trading on
AIM becoming effective in accordance with the AIM Rules ;
"AIM" the market of that name operated by the London Stock
Exchange;
"AIM Rules" the AIM Rules for Companies;
"Articles" the articles of association of the Company currently
in force;
"Bookbuild" means the accelerated bookbuild process to be
conducted in relation to the Placing which will establish the
demand for and total number of Placing Shares to be issued pursuant
to the Placing at the Placing Price.
"Business Day" a day (excluding Saturdays, Sundays or public
holidays in England and Wales) on which banks generally are open in
London for the transaction of business;
"Cash Placing Shares" means new Ordinary Shares to be issued and
allotted by the Company to Placees for cash pursuant to the terms
of the Placing Agreement;
"certificated" or "in certificated form" where a security is not
held in uncertificated form (i.e. not in CREST);
"Closing Date" means the date on which settlement of the Placing
Shares takes place, which will be advised to Placees, but is
expected to be on or around 2 October 2017;
"Company" Ergomed plc;
"CREST" the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear is the Operator (as
defined in the CREST Regulations);
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755);
"Directors" the directors of the Company;
"Euroclear" Euroclear UK & Ireland Limited, the operator of
CREST;
"FCA" the Financial Conduct Authority of the United Kingdom;
"FSMA" the Financial Services and Markets Act 2000 (as
amended);
"Group" the Company and its subsidiary undertakings;
"London Stock Exchange" London Stock Exchange plc;
"N+1 Singer" Nplus1 Singer Advisory LLP, registered in England
and Wales with number OC364131, whose registered office is at One,
Bartholomew Lane, London EC2N 2AX and its affiliate, Nplus1Singer
Capital Markets Limited, registered in England and Wales with
number 0572780, whose registered office is at One, Bartholomew
Lane, London EC2N 2AX.
"Numis" Numis Securities Limited, registered in England and
Wales with number 2285918, whose registered office is at 10
Paternoster Square, London EC4M 7LT;
"Ordinary Shares" the ordinary shares of GBP0.01 in the capital
of the Company;
"Placees" Relevant Persons procured by Numis or N+1 Singer
pursuant to the Placing Agreement who agree to subscribe for or
acquire as allottee the Placing Shares;
"Placing" the placing of Placing Shares as described in this
document;
"Placing Agreement" the agreement relating to the Placing dated
28 September 2017 between the Company, Numis and N+1 Singer;
"Placing Price" 165 pence per Placing Share;
"Placing Shares" the Cash Placing Shares and the Vendor Placing
Shares to be issued pursuant to the Placing;
"Prospectus Directive" the Directive of the European Parliament
and of the Council of the European Union 2003/71/EC;
"Regulation S" Regulation S under the Securities Act;
"Securities Act" the US Securities Act of 1933, as amended;
"Sellers" means the current and proposed shareholders of the
Target, who are a party to the Acquisition Agreement;
"Shareholders" holders of Ordinary Shares;
"Target" means PSR Group B.V.;
"uncertificated" or "in uncertificated form" recorded on the
register of members of the Company as being
held in uncertificated form in CREST and title to which, by
virtue of the CREST Regulations, may be transferred by means of
CREST;
"United Kingdom" or "UK" the United Kingdom of Great Britain and
Northern Ireland;
"United States" or "US" the United States of America, its
territories and possessions and the District of Columbia; and
"Vendor Placing Shares" means new Ordinary Shares to be issued
and allotted by the Company pursuant to the terms of the Placing
Agreement and the Acquisition Agreement to persons nominated by N+1
Singer and/or Numis in consideration of the transfer of the shares
of the Target.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCLPMATMBATMTR
(END) Dow Jones Newswires
September 28, 2017 02:02 ET (06:02 GMT)
Ergomed (LSE:ERGO)
Historical Stock Chart
From Apr 2024 to May 2024
Ergomed (LSE:ERGO)
Historical Stock Chart
From May 2023 to May 2024