TIDMFDBK
RNS Number : 9956Q
Feedback PLC
02 November 2021
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2 November 2021
Feedback plc
("Feedback" or the "Company")
Proposed Placing and Open Offer
Feedback plc (AIM: FDBK), the specialist clinical communication
company, today announces a proposed conditional Placing of Placing
Shares with institutional investors to raise a minimum of GBP10
million in aggregate before expenses at the Issue Price of 0.7
pence per Placing Share. Funds raised will be used primarily to
support accelerated revenue growth through both private and public
healthcare revenue opportunities within both the NHS and other
healthcare systems in the UK and overseas.
In addition, in order to provide Shareholders who have not taken
part in the Placing with an opportunity to participate in the
proposed Fundraising, the Company is providing Qualifying
Shareholders the opportunity to subscribe, at the Issue Price, for
an aggregate of up to 71,428,571 new Ordinary Shares, to raise up
to GBP0.5 million.
Highlights
-- The Placing to raise a minimum of GBP10 million will be
conducted by way of an accelerated bookbuilding process at the
Issue Price (the "Bookbuild"), which will be launched immediately
following this Announcement in accordance with the terms and
conditions set out in Appendix II.
-- Subject to the successful closing of the Bookbuild, the
Company is also making an Open Offer, for up to 71,428,571 Open
Offer Shares, to raise up to GBP0.5 million at the Issue Price, on
the basis of 1 Open Offer Shares for every 15 Existing Ordinary
Shares held by Qualifying Shareholders at the Record Date. Any
entitlements to Open Offer Shares not subscribed for by Qualifying
Shareholders will be available to Qualifying Shareholders under the
Excess Application Facility.
-- The net proceeds of the Fundraising will be used primarily to:
-- further develop the "CareLocker - powered by Bleepa" product
to meet existing and growing demand in both the UK and
international markets;
-- further develop Bleepa in order to grow its functionality,
including additional features for non-healthcare customers such as
veterinary professionals;
-- build upon the existing UK team to accelerate growth in the
UK and to manage overseas operations which requires increased
resources for the marketing, sales, finance and regulatory teams,
and
-- undertake a tuberculosis screening pilot study in India and
explore wider market opportunities and potential applications of
the Company's technology in India.
The Issue Price of 0.7 pence per New Ordinary Share is a
discount of 11.9 per cent. to the 10 day average closing price of
0.8 pence per Existing Ordinary Share to 1 November 2021.
The Placing Shares are not being made available to the public.
It is envisaged that the Bookbuild will be closed no later than
4.30 p.m. GMT today, 2 November 2021. Details of the number of
Placing Shares and the gross proceeds of the Placing will be
announced as soon as practicable after the closing of the
Bookbuild. The Placing and the Open Offer are not underwritten.
The Fundraising is conditional, inter alia, the passing of the
Fundraising Resolutions by the Shareholders at the Annual General
Meeting to be held at 11.00 a.m. on 29 November 2021 at the offices
of Trowers & Hamlins LLP, 3 Bunhill Row, London, EC1Y 8YZ. The
Placing is not conditional on the Open Offer, but the Open Offer is
conditional upon completion of the Placing. Should shareholder
approval not be obtained at the Annual General Meeting, neither the
Placing nor the Open Offer will proceed.
Set out below in Appendix I is an adapted extract from the draft
Circular that is proposed to be sent to Shareholders after the
closure of the Bookbuild and which provides further information on
the Company, the Placing and Open Offer. The final Circular,
containing the terms and conditions of the Open Offer and Notice of
Annual General Meeting will be sent to Shareholders and published
on the Company's website on or around 3 November 2021.
The capitalised terms not otherwise defined in the text of this
Announcement are defined in Appendix III and the expected timetable
of the principal events is set out in Appendix IV.
Tom Oakley, CEO of Feedback, commented:
" This transformational financing round will enable Feedback to
capitalise on the enormous opportunities ahead of it and is
recognition of the incredible strides that we have taken over the
last two and a half years in order to position the company at this
juncture. With the launch of Bleepa, CareLocker and our Bleepa Box
technology we have revitalised Feedback as a company and set a new
course that will see us as one of the leaders of the technological
revolution in healthcare. We are a company with big ambitions and
the ability to deliver against those ambitions ."
This summary should be read in conjunction with the full text of
the following announcement.
Enquiries:
Feedback plc +44 (0)1954 718072
Tom Oakley, CEO IR@fbk.com
Lindsay Melvin, CFO
Panmure Gordon (UK) Limited (NOMAD
and Broker)
Emma Earl/Freddy Crossley (Corporate
Finance)
Rupert Dearden (Corporate Broking) +44 (0)20 7886 2500
Walbrook PR Ltd Tel: 020 7933 8780 or feedbackplc@walbrookpr.com
Paul McManus/Nick Rome/Nicholas Johnson 07980 541 893 or 07748 325 236
or 07884 664 686
Notes to Editors
Feedback plc (AIM: FDBK) is a pioneer of regulated clinical
communication products. Its core product, Bleepa, is a
revolutionary medical imaging communications app, providing an
easy-to-use, high quality tool to enable remote and secure
communications between front-line clinicians and teams.
Importantly, it is the only CE marked medical imaging
communications platform on the NHSx clinical communications tools
framework. Bleepa has unparalleled functionality for everyday
practice and can be accessed from any internet-connected device,
enabling control of patient cases when on the go.
Its highly scalable Software as a Service ("SaaS") based revenue
model will provide increasing levels of visibility as the Company
grows its customer base. With a growing distribution base and
technology in place, the focus is on leveraging key relationships
in order to drive sales both in the UK and internationally to all
forms of care providers. As a fully certified medical device,
Bleepa aims to disrupt the medical imaging communications market
and, importantly, increase the accuracy and speed of clinical
review.
IMPORTANT NOTICES
IMPORTANT NOTICE
No action has been taken by the Company, Panmure Gordon, or any
of their respective affiliates, that would, or which is intended
to, permit a public offer of the New Ordinary Shares in any
jurisdiction or the possession or distribution of this announcement
or any other offering or publicity material relating to the New
Ordinary Shares in any jurisdiction where action for that purpose
is required. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such
jurisdictions. Persons into whose possession this announcement
comes shall inform themselves about, and observe, such
restrictions.
No prospectus will be made available in connection with the
matters contained in this announcement and no such prospectus is
required (in accordance with the Prospectus Directive) to be
published.
THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN,
IS FOR INFORMATION PURPOSES ONLY, IS NOT INTED TO AND DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR
SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE, DISPOSE OF THE NEW
ORDINARY SHARES OR ANY OTHER SECURITY IN THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS
TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.
Panmure Gordon, which is authorised and regulated in the United
Kingdom by the FCA, is acting as nominated adviser, sole broker and
sole bookrunner to the Company in relation to the Placing and
Admission and is not acting for any other persons in relation to
the Placing and Admission. Panmure Gordon is acting exclusively for
the Company and for no one else in relation to the matters
described in this announcement and is not advising any other person
and accordingly will not be responsible to anyone other than the
Company for providing the protections afforded to clients of
Panmure Gordon, or for providing advice in relation to the contents
of this announcement or any matter referred to in it. The
responsibilities of Panmure Gordon as the Company's nominated
adviser under the AIM Rules for Companies and the AIM Rules for
Nominated Advisers are owed solely to London Stock Exchange plc and
are not owed to the Company or to any director or shareholder of
the Company or any other person, in respect of his decision to
acquire shares in the capital of the Company in reliance on any
part of this announcement, or otherwise.
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 Panmure Gordon or the Company or any of
their respective affiliates or any of their respective directors,
officers, employees, advisers or representatives (collectively,
"Representatives") as to or in relation to the accuracy or
completeness of this announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
This announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the New Ordinary Shares. Any
investment decision to buy New Ordinary Shares in the Fundraising
must be made solely on the basis of publicly available information,
which has not been independently verified by Panmure Gordon, and
the Circular.
The price of Ordinary Shares and any income from them may go
down as well as up and investors may not get back the full amount
invested on disposal of the Ordinary Shares.
The New Ordinary Shares will not be admitted to trading on any
stock exchange other than AIM, a market operated by the London
Stock Exchange.
This announcement may contain "forward-looking statements" which
includes all statements other than statements of historical fact,
including, without limitation, those regarding the Company's
financial position, business strategy, plans and objectives of
management for future operations, or any statements preceded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates", "would,
"could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Company's
control that could cause the actual results, performance or
achievements of the Company to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are
based on numerous assumptions regarding the Company's present and
future business strategies and the environment in which the Company
will operate in the future. These forward-looking statements speak
only as at the date of this announcement. None of the Company,
Panmure Gordon, or their respective directors, officers, employees,
agents, affiliates and advisers, or any other party undertakes or
is under any duty to update this announcement or to correct any
inaccuracies in any such information which may become apparent or
to provide you with any additional information, other than any
requirements that the Company may have under applicable law. To the
fullest extent permissible by law, such persons disclaim all and
any responsibility or liability, whether arising in tort, contract
or otherwise, which they might otherwise have in respect of this
announcement. The information in this announcement is subject to
change without notice.
APPIX I
The Fundraising
Introduction
The Company proposes to raise a minimum of GBP10 million (before
expenses) through a conditional Placing of the Placing Shares at
the Issue Price. The Issue Price of 0.7 pence per New Ordinary
Share is a discount of 11.9 per cent. to the 10 day average closing
price of 0.8 pence per Existing Ordinary Share to 1 November
2021.
In addition, in order to provide Shareholders who have not taken
part in the Placing with an opportunity to participate in the
Fundraising, the Company is providing all Qualifying Shareholders
with the opportunity to subscribe, at the Issue Price, for an
aggregate of up to 71,428,571 Open Offer Shares, to raise up to
GBP0.5 million, on the basis of 1 Open Offer Shares for every 15
Existing Ordinary Shares, at 0.7 pence each payable in full on
acceptance. The Placing Shares and Open Offer Shares will
represent, approximately 55.7 per cent. and 2.8 per cent.
respectively of the Company's Enlarged Share Capital following
Admission (assuming the minimum of GBP10 million is raised pursuant
to the Placing and the Open Offer Shares are taken-up in full).
The Fundraising is conditional on, inter alia, the passing of
the Fundraising Resolutions by Shareholders at the Annual General
Meeting, notice of which has been convened for 11.00 a.m. on 29
November 2021. If the Fundraising Resolutions are passed, the New
Ordinary Shares are expected to be allotted after the Annual
General Meeting. Admission is expected to occur no later than 8.00
a.m. on 30 November 2021 (or such later time and/or date as Panmure
Gordon and the Company may agree, being no later than 8.00 a.m. on
10 December 2021). Should Shareholder approval not be obtained at
the Annual General Meeting, neither the Placing not the Open Offer
will proceed. Neither the Placing, nor the Open Offer will be
underwritten.
Background to and reasons for the Fundraising
Introduction
Feedback is a specialist clinical communication company focussed
on commercialising its recently launched range of products:
-- Bleepa, a specialist clinical imaging and communications
platform launched in H2 2019, which has been developed by Feedback
from a concept to a fully certified CE and UKCA marked medical
device;
-- CareLocker, launched in September 2021, a proprietary and
patient-centric cloud architecture designed for secure storage of
patient records; and
-- Bleepa Box, officially launched in September 2021, a
specialist tool to enable image transfer from remote settings to
the Bleepa platform.
The Company's products incorporate a diagnostic medical image
display that conforms with the required standards stipulated for
clinical use, as certified by both CE and UKCA mark. Under the
prevailing legislation it is a legal requirement that products used
to display digital patient images (such as photos, X-rays, CT scans
and MRIs) for a diagnostic purpose are appropriately certified as
medical devices. The Directors believe that Bleepa is currently the
only commercial clinical communication platform to be certified as
a medical device capable of displaying digital patient images at a
quality suitable for clinical review.
Feedback is both a technology and a medical device company,
offering both agile product development and quality manufacturing
processes. The Directors believe that this, together with the
Company's clinical imaging capabilities, gives the Company's
products a unique position in the market.
The Company's technologies are currently in use in a number of
UK NHS Trusts and in the veterinary sector. The Directors believe
that there are very significant commercialisation and expansion
opportunities both within these existing markets and also in other
healthcare settings such as diagnostic screening, military settings
and international healthcare initiatives. The Directors believe
there is an estimated total addressable market for Bleepa
(including Bleepa Box) and CareLocker in core target markets in
excess of GBP10 billion. In particular, as described in more detail
below, the Company is actively pursuing potentially very
significant revenue opportunities including using its technology
for tuberculosis (TB) screening in India and providing services to
the NHS's new GBP10 billion programme for the roll-out of Community
Diagnostic Centres (CDCs).
Unlike generic communication platforms, Feedback's technology is
patient-centric; designed to facilitate communication around a
specific patient's clinical pathway and allowing centralisation of
information. The Company's products are designed to be compliant
with information governance and clinical safety standards, whilst
also mirroring how clinical care is delivered - to individual
patients. The patient-centric technology architecture also enables
Feedback's products to link to other clinical systems and enables
integration of user generated content into an individual patient's
medical record.
Background to the Company and its products
The Company launched its current suite of products following a
strategic review in 2019. The Company shifted its focus away from
its legacy products, Cadran and TexRAD, to develop its current
suite of frontline imaging and communication tools. Cadran is a
Picture Archive Communication System (PACS). The traditional PACS
market is dominated by large providers who compete on technical
features, driven by the needs of an ever sub-specialising user base
of clinical radiologists and customers that have a tendency to
stick with products and systems they are used to, which, combined
with convoluted procurement processes, results in limited provider
turnover. In this environment, growing a market share is
challenging and relies on implementing costly product features
quicker than competitors which can be difficult to achieve for
smaller companies. As such, despite a number of unique technical
features, Cadran did not realise its full potential but allowed the
Company to leverage this heritage to grow and develop its new
products without needing to start product development from
scratch.
The Directors believe that the Company's current portfolio of
products is well positioned to capitalise on the following
trends:
-- Demand for imaging is now extending beyond the specialist
field of radiology. The Directors believe that the application of
the Company's technology extends beyond primary healthcare into
other addressable sectors such as veterinary, diagnostic screening
and military settings amongst others. The Company's vision is to
enable clinicians to make better decisions faster by driving better
clinical communication that leverages the right clinical data,
presented in a safe, regulated and clinically usable way.
-- With increasing workload and medical sub-specialisation, not
only do specialist radiologists need to review all medical images,
but their front-line patient facing colleagues need immediate
access to imaging data in order to rapidly make accurate clinical
decisions, often through discussion with colleagues. Medical
imaging is core to the clinical decision-making processes and the
dependence on medical imaging is increasing, whilst at the same
time there is a growing shortage of radiologists. This shortage has
increased the backlogs of imaging studies and delays in image
reporting. As a result, frontline clinicians are increasingly
having to review their own patient's images, often ahead of the
radiologist reports being made available.
-- Clinical practice is becoming more mobile; in a study by the
British Medical Journal it was found that 97% of clinicians were
using WhatsApp for routine clinical communication. These types of
applications are not certified for clinical use and do not meet the
requirements for displaying clinical grade images for diagnostic
purposes. Clinicians want to access information flexibly on the go
whilst simultaneously being connected to colleagues, who may not be
at the same physical site. COVID-19 has further driven this need
for remote access, creating a number of situations where clinical
staff need access to colleagues and patient imaging remotely.
Product Portfolio
Bleepa:
Bleepa is a leading clinical imaging-based communication
platform using asynchronous communication channels built around
individual patient pathways which allows medical staff to securely
view and discuss high quality medical grade images across both
mobile and desktop devices. The platform allows clinicians to
review patient imaging with access to PACS and discuss cases
collaboratively with colleagues on the go.
Bleepa is able to display images including X-rays, CTs, MRIs and
ultrasound studies allowing users to easily scroll through image
slices and annotate areas of interest, as well as enabling
discussion on the go. Key features of the Bleepa product,
introduced in FY21, include photocapture and document capture. The
photocapture module enables clinicians to acquire clinical images
of patients, such as in-field medical photographs of skin lesions
or wounds, and document capture has been added to encapsulate
additional patient information, ECG and blood test results within
the patient record from which to share discussion with colleagues.
Bleepa's functionality also includes formal electronic referrals
between clinicians; clinical document management and development of
integration capabilities with a number of core hospital systems
such as patient administration systems (PAS), electronic patient
records (EPR) and laboratory information management solutions
(LIMS) such that Bleepa has become an EPR-lite solution that also
incorporates diagnostic imaging.
A key differentiator of Bleepa is the quality of the imaging
provided by the platform. Bleepa uses DICOM (Digital Imaging and
Communications in Medicine) formatted imaging, extracted directly
from the client's PACS and renders the image at a quality that is
certified as being suitable for clinical review. Bleepa conforms
with the provisions of the Medical Device Directive, which
considers any product that displays digital patient images for the
purpose of diagnosis to constitute a medical device.
Importantly, Bleepa has been manufactured using a QMS (quality
management system) compliant with ISO 13485 and bears a CE mark,
affixed in 2020, as a certified Class 1 Medical Device, which sets
Bleepa apart from other medical communication products currently
available in the UK. It is also manufactured in accordance with
ISO13485 quality standards. In addition, Bleepa is a zero-footprint
application meaning that no patient data is stored locally on the
device being used to access the platform. Bleepa complies with the
NHS Data Security and Protection Toolkit and the Cyber Essentials
accreditation used by the NHS (manufactured following ISO27001) and
is accessible with a progressive web app, native IOS and Android
app allowing connection from any internet connected device.
Bleepa achieved a UKCA mark, the post-BREXIT UK regulatory
certification, on 29 June 2021 which only added to the
communications platform's portfolio of regulatory approvals.
Within the NHS setting, Bleepa has the potential to change the
ways that multidisciplinary team (MDT) meetings are delivered. MDTs
traditionally bring a range of specialists together to review
diagnostic investigations and make treatment decisions for
patients, usually in person but during Covid often over video call.
Bleepa facilitates flexible discussion of cases around existing
clinical work, as and when clinical results are ready for review,
removing time and case delaying constraints. A study conducted at
Pennine Acute Hospitals Trust in 2020 analysed the use of Bleepa in
the Respiratory and Gastroenterology teams and concluded:
-- Bleepa reduced the average time from point of referral to
clinician review from 2.1 days to 0.4 days and time taken to access
clinical information needed from 5.47 minutes to 1.04 minutes,
saving 4.43 minutes per referral.
-- Bleepa completely automated the referral process, digitising
patient records and reducing required administrative time.
-- Based on the nearly 7,000 referrals performed in the study
Bleepa demonstrated a saving of 36.3 weeks of clinical time per
annum if the study was expanded across other specialities.
More broadly, Bleepa operates a SaaS model of recurring
revenues. Prices vary between NHS and private sector offerings but
typically follow a fixed price per user per year on a recurring
annual contract basis. The model used is comparable to a sim only
mobile phone contract.
CareLocker:
CareLocker is a proprietary and patient-centric secure cloud
storage solution that supports Bleepa's functionality whilst
simultaneously creating patient specific records of care episodes.
CareLocker enables Bleepa to deliver care across provider settings
in a secure and scalable way.
CareLocker's cloud-based architecture allows for patient records
to be de-centralised and the data can be accessed by any care
setting through open Application Programming Interfaces (APIs) such
as Fast Healthcare Interoperability Resources (FHIR). Patient data
is secured at an individual level, with access control even to
subsets of a patient's data, whilst the cloud architecture offers
opportunities for improve storage optimisation making it more cost
effective than traditional data storage architectures. The
Directors believe that this form of data storage, whereby the data
is built on a patient-by-patient basis, will allow organisations to
transition to a cloud architecture as patients enter care pathways
rather than having to undertake the mass data migrations usually
associated with cloud transitions.
Bleepa Box:
In September 2021, the Company announced the formal launch of
Bleepa Box, a specialist tool to enable image transfer from remote
settings to the Bleepa platform. The Bleepa Box is a small tablet
device that connects to imaging machines, such as X-ray, in order
to securely push images to Bleepa over a mobile network from remote
rural locations without the need for WiFi access. This then allows
the clinician to review the images directly on the Bleepa Box and
make onward referrals or start a conversation with a specialist for
input on the case whilst still on location. Rapid decision making
and treatment of the patient can therefore be deployed with the
first visit.
Market Opportunities
NHS:
A core market for the Company's products is the NHS, including
both individual NHS trusts and the NHS's recently launched CDC
programme. This is particularly topical in view of the recently
announced 2021 Budget announced by the government which stated that
the NHS would receive GBP5.9bn to cut hospital waiting lists.
There are 227 NHS Trusts in England. The Company secured its
first commercial sale for Bleepa earlier this year with the Royal
Berkshire NHS Foundation Trust (RBH). RBH is keen to evaluate
Bleepa as part of its wider communication strategy and is a
frontrunner in recognising the need to transition away from
unregulated platforms such as WhatsApp for clinical communication.
The Company has also installed Bleepa at a number of pilot sites
which the Company is targeting converting to commercial
licenses.
Whilst Covid has impacted the rate of roll-out of Bleepa across
NHS Trusts, the Directors expect the number of installations to
increase. To facilitate the roll-out of Bleepa to NHS Trusts, in
July 2020 the Company was appointed to the NHS Clinical
Communications Procurement Framework (NCCT). The NCCT Framework
provides NHS endorsement, and allows NHS Trusts to procure Bleepa
(for up to two years) using a GBP3 million centralised NHS fund,
which is in the process of being increased to GBP125 million.
A potentially more significant NHS revenue opportunity for
Feedback is the application of Feedback's technologies to
facilitate the GBP10 billion CDC initiative recently launched by
NHS England to help address the elective care backlog by bringing
diagnostic services out of hospital settings and closer to
patients. 40 new community diagnostic centres are set to open
across England in a range of settings and will begin providing
services over the next months to March 2022. CDCs will typically
complete a suite of diagnostic tests such as imaging, bloods and
ECGs, the results of which must all be made available to the
clinical teams, both in the primary and secondary care setting,
creating a patient pathway that bridges multiple care settings.
This end-to-end patient-specific pathway requires a digital
infrastructure designed to both connect clinical teams and manage
the associated data flow. The Directors believe that Bleepa and
CareLocker in combination can provide this, with Bleepa as an
application and user interface and CareLocker as the underlying
data architecture. A Report of the Independent Review of Diagnostic
Services for NHS England, Diagnostics: Recovery and Renewal
(October 2020) recommended that three CDCs per 1 million population
should be established in the first instance, which the Company
estimate could result in around 150 sites, providing a preliminary
estimated total addressable market of c.GBP93 million. In October
2021, Feedback announced that it had entered into a memorandum of
understanding with Sussex Integrated Care System to conduct a pilot
study to install Bleepa and CareLocker in the Queen Victoria
Hospital NHS Foundation Trust (QVH). The pilot will use Bleepa and
CareLocker as a digital infrastructure to facilitate patient
specific pathways through the CDC, linking both the primary and
secondary care settings. The pilot is expected to run until March
2022 and will initially target specific clinical areas such as
respiratory and cardiology with the intention to add more pathways
as the pilot progresses. Bleepa will provide a digital clinical
communication platform to allow these investigations to be
captured, associated with a specific patient journey and presented
to clinicians in both primary and secondary care settings for
review, discussion and planning onward management. The pathway
record will then be stored centrally using Feedback's
patient-specific CareLocker infrastructure to ensure its onward
availability to all care settings. The pilot is expected to run
until March 2022 targeting CDC pathways in specific clinical areas
such as respiratory and cardiology. It is anticipated that more
pathways will be added as the pilot progresses with the ultimate
aim of agreeing contractual terms for a commercial roll-out to
CDCs. As one of the first CDC sites to be launched in the UK, this
pilot is expected to act as a blueprint model for how CDCs can be
delivered.
Veterinary market:
CVS Group, one of the UK's leading providers of integrated
veterinary services, appointed Bleepa as its clinical
communications platform for its Equine Division in July 2021
following a successful pilot trial. Bleepa is in the process of
being rolled out across 20 of CVS Group's equine specialist
surgeries. Imaging of horses is typically done in remote stables
without WiFi but there is often the need for timely advice and
guidance by specialists for the vet that is with the animal. To
meet the needs of the veterinary market and other healthcare
settings where remote working is necessary, the Company developed a
store and forward technology, Bleepa Box, that enables images to be
acquired and pushed over a cellular network to Bleepa where they
can be revised by a specialist and a discussion started, all whilst
the vet is still at the animals' side.
The agreement with CVS highlights the potential scalability of
Bleepa and the Company's ability to target non-NHS markets by
tailoring the platform accordingly. Furthermore, the Directors
believe that through this initial partnership it paves the way into
the international veterinary markets in particular in the US where
there is a large equine community.
International healthcare:
The Company is currently evaluating the relevant regulatory
aspects of international expansion and is considering partnership
opportunities to help scale its products more cost effectively to a
wider market audience.
On 4 December 2020, it was announced that Bleepa was selected by
Healthcare UK to form part of the Department for International
Trade (DIT) virtual healthcare mission to India. The virtual event
to India saw leading British healthcare innovators in artificial
intelligence, digital health, smart diagnostics and home-care
technology join the mission. The Indian healthcare market is large
and growing providing a number of potential opportunities for
Bleepa. As a result, Feedback employed a specialist based in India
to aid entry into this large and untapped market.
One of the emerging and potentially significant revenue
opportunities for Feedback is delivery of rural imaging screening
services for TB in India. TB is diagnosed using chest X-rays and
often occurs in remote settings, such as throughout India where
there are approximately 2.6 million new cases of TB per year. Using
the proceeds of the Fundraising, the Company is planning to
undertake a pilot scheme within one site, an initial state in
India, likely to be Rajasthan (but potentially an alternative
state), which is expected to take c.12 months to complete. From
this pilot scheme, the Directors estimate that there could be an
approximate 2-year pathway to reach peak sales with the aim of
reaching the entire rural population of this state over a 5-year
repeating cycle (which would require 20% of this population to be
screened per year on average). Subject to partnerships and success
of the roll out, for illustrative purposes the Director's believe
that there is potential to achieve an anticipated incremental
EBITDA margin of approximately 80% (pre head office overhead
allocation) and, generate around GBP15 million of revenue per year
for Rajasthan (and each additional area of India, depending on the
size of the population).
The TB screening service in India is potentially a significant
market for the Company, however the success of this opportunity is
dependent on the Company's ability to form local strategic and
technology partnerships. The Company is in discussions with a
number of third parties who could help facilitate the TB screening
project. In August 2021, the Company signed a memorandum of
understanding (MOU) with Qure.ai, an artificial intelligence (AI)
solution provider developing decision support tools for medical
imaging professionals. The purpose of the MOU is to explore the use
of Bleepa in multiple care settings both in India and the UK.
Feedback is also looking at how CareLocker can be used to create
care records for patients coming through the TB screening system
that could enable the creation of citizen health records in line
with the National Digital Health Mission (NDHM) of the Indian
Government, a programme that could see CareLocker become the data
store for Indian citizens, with Bleepa as the preferred clinical
interface into this data store.
In October 2021, the Company announced that it signed an MOU
with Quest Teleradiology (Quest), one of India's emerging
teleradiology organisations with customers across India, the UK and
throughout Africa. Pursuant to the collaboration, Feedback and
Quest will explore strategic opportunities both in India, the UK
and internationally. The use of Bleepa is expected to enable Quest
to offer a more integrated teleradiology reporting service to UK
Hospitals but may also provide the opportunity to trial Bleepa's
technology with a number of its international customers to
understand the added value that case discussion brings to
traditional outsourced teleradiology reporting models.
Wider opportunities:
Beyond the NHS market in the UK, the veterinary market and
international opportunities, the Company is pursuing additional
avenues for its products in adjacent market segments, such as the
UK private healthcare sector.
Feedback is actively pursuing direct contracts with private
healthcare providers with the view of using Bleepa to support their
clinical communication to drive pathway efficiencies and to support
the curation of their clinical records through CareLocker.
The Company is also exploring the use of AI to drive better,
faster clinical decisions. AI technologies require access to
clinical teams to deploy them into care pathways and the patient
data needed to feed their algorithms. The Directors believe that
Bleepa is well placed to be the deployment partner for AI
technologies because it holds both the relationship with the
clinical end-user and can facilitate access to the required
clinical data for processing. In September 2021, Bleepa was awarded
a place on an NHS national AI procurement framework: The Provision
Artificial Intelligence (A.I), Imaging and Radiotherapy Equipment,
Associated Products and Diagnostic Imaging. The Company has
developed a Bleepa AI module that enables clinicians to include
third party AI tools of their choosing within the app to assist
with the diagnostic interpretation of medical imaging studies such
as X-rays, CT scans and MRIs. The framework will allow NHS
organisations to buy the Bleepa AI solution as a platform for AI
tool deployment, allowing them to meaningfully engage with any
number of AI tools knowing that there is one common route for
deployment into their clinical setting. The Company's strategy is
to charge the AI companies a deployment fee through the platform.
Feedback is working with a growing number of AI partners and
believe this to be a strong opportunity to support their clinical
customers to access the best tools available.
Financial results
The Company announced its audited results for the year ended 31
May 2021 on 2 November 2021. A copy of the annual report is
available on the Company's website.
Reasons for the Fundraising
The Company's mission is to support clinicians to make the best
decisions possible, as quickly as possible, from any location
through its different products and partnerships.
Healthcare systems are transforming and considering the need for
improved digital communication and patient data storage as the
market continues to mature. In the UK, the government is seeking to
centralise diagnostic investigations to bring them closer to
patients through the CDC initiative. The Bleepa and CareLocker
technologies are well placed to support this initiative.
In addition to the NHS and healthcare systems in the UK, the
Company believes Bleepa and CareLocker can be deployed in parallel
market segments around the world such as the TB screening services
in India.
The Company is therefore conducting the Fundraising, conditional
on, amongst other things, shareholder approval at the Annual
General Meeting to ensure it is funded to increase the use and
roll-out of Bleepa, Bleepa Box and CareLocker and to accelerate
growth through both private and public healthcare revenue
opportunities within the NHS and healthcare systems within other
territories and additionally to explore other potential uses of the
Company's technologies. Further information on the use of proceeds
from the Fundraising are set out below.
Proposed use of proceeds
In addition to providing general working capital, net proceeds
of the Fundraising of approximately GBP9.8 million (assuming the
minimum of GBP10 million is raised pursuant to the Placing and the
Open Offer is subscribed for in full), will principally be used to
fund growth in the following areas:
1. Product Development - CareLocker
to further develop the "CareLocker - powered by Bleepa" product
to meet existing and growing demand in both the UK and
international markets.
2. Product Development - Bleepa
to further develop Bleepa in order to grow its functionality,
including features for non-healthcare customers such as veterinary
professionals.
3. UK Expansion
to build upon the existing UK team to accelerate revenue growth
in the UK and to manage overseas operations, which requires
increased resources for the marketing, sales, finance and
regulatory teams.
4. Territory expansion
to undertake a tuberculosis screening pilot study in India and
explore the wider market opportunities and potential applications
of the Company's technology in India.
Details of the Fundraising
The Company intends to conditionally raise a minimum of GBP10
million (before expenses) through a placing of a minimum of
1,428,571,429 New Ordinary Shares at the Issue Price with
institutional and other investors and an Open Offer to raise up to
an additional GBP0.5 million (before expenses) through an Open
Offer of up to 71,428,571 New Ordinary Shares at the Issue Price of
0.7 pence.
The Fundraising will not be underwritten and is conditional,
inter alia, upon:
a) the passing of the Fundraising Resolutions;
b) the Placing Agreement becoming unconditional in all respects
(other than Admission) and not having been terminated in accordance
with its terms; and
c) Admission occurring by no later than 8.00 a.m. on 30 November
2021 (or such later time and/or date as the Company, Panmure Gordon
may agree, not being later than 10 December 2021).
Accordingly, if any of the conditions are not satisfied or
waived (where capable of waiver), the Fundraising will not proceed,
the New Ordinary Shares will not be issued and all monies received
by Panmure Gordon, the Receiving Agents or the Company (as the case
may be) will be returned to the applicants (at the applicants' risk
and without interest) as soon as possible thereafter.
The Directors believe that the New Ordinary Shares to be issued
pursuant to the Placing and Open Offer will rank as 'eligible
shares' for the purposes of EIS and will be capable of being a
'qualifying holding' for the purposes of investment by VCTs.
Details of the Placing
Under the terms of the Placing Agreement, Panmure Gordon has
agreed to use its reasonable endeavours to procure subscribers for
the Placing Shares at the Issue Price. The Placing Agreement
contains certain warranties and indemnities from the Company in
favour of Panmure Gordon. Panmure Gordon may terminate the Placing
Agreement in certain circumstances. The Placing is not conditional
on the Open Offer. The terms of the Placing are set out in Appendix
II to this announcement.
Details of the Open Offer
Open Offer Entitlement
In recognition of their continued support to the Company, the
Board believes that the Open Offer provides the Company's
longstanding and supportive Shareholders with an opportunity to
participate in the Fundraising.
The Company is providing all Qualifying Shareholders with the
opportunity to subscribe, at the Issue Price, for an aggregate
maximum of 71,428,571 Open Offer Shares, raising gross proceeds of
up to GBP0.5 million.
Qualifying Shareholders may apply for Open Offer Shares under
the Open Offer at the Issue Price pro rata to their holdings of
Existing Ordinary Shares on the Record Date on the basis of:
1 Open Offer Shares for every 15 Existing Ordinary Shares
held by them and in their names rounded down to the nearest
whole number of Ordinary Shares and in proportion for any number of
Existing Ordinary Shares held on the Record Date up to their Open
Offer Entitlement. Fractional entitlements which would otherwise
arise will not be issued to the Qualifying Shareholders but will be
made available under the Excess Application Facility.
Excess Applications
The Excess Application Facility enables Qualifying Shareholders
to apply for Excess Shares in excess of their Open Offer
Entitlement. Further details of the Open Offer and the Excess
Application Facility are given in Part III of the Circular.
Not all Shareholders will be Qualifying Shareholders.
Shareholders who are located in, or are citizens of, or have a
registered office in a Restricted Jurisdiction will not qualify to
participate in the Open Offer. The attention of Overseas
Shareholders is drawn to paragraph 6 of Part III of the
Circular.
Valid applications by Qualifying Shareholders will be satisfied
in full up to their Open Offer Entitlements. Qualifying
Shareholders can apply for less or more than their Open Offer
Entitlement under the Open Offer, but the Company cannot guarantee
that any application for Excess Shares under the Excess Application
Facility will be satisfied, as this will depend, in part, on the
extent to which other Qualifying Shareholders apply for less than
or more than their own Open Offer Entitlements. The Company may
satisfy valid applications for Excess Shares in whole or in part
but reserves the right not to satisfy, or to scale back,
applications made in excess of Open Offer Entitlements.
Qualifying Shareholders should note that the Open Offer is not a
rights issue and therefore the Open Offer Shares which Qualifying
Shareholders do not apply for will not be sold in the market for
the benefit of Qualifying Shareholders who do not apply for Open
Offer Shares. The Application Form is not a document of title and
cannot be traded or otherwise transferred.
Application has been made for the Open Offer Entitlements and
Excess CREST Open Offer Entitlements to be admitted to CREST. It is
expected that such Open Offer Entitlements and Excess CREST Open
Offer Entitlements will be credited to CREST on 4 November 2021.
The Open Offer Entitlements and Excess CREST Open Offer
Entitlements will be enabled for settlement in CREST until 11.00
a.m. on 26 November 2021. Applications through the CREST system may
only be made by the Qualifying CREST Shareholder originally
entitled or by a person entitled by virtue of bona fide market
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 26 November 2021.
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 Part III of the Circular and, where
relevant, on the accompanying Application Form.
The Open Offer is conditional on, inter alia, completion of the
Placing.
Rights of the New Ordinary Shares and application for
Admission
The New Ordinary Shares will, when issued, be credited as fully
paid up and will be issued subject to the Company's articles of
association and 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 on or
in respect of the Ordinary Shares after the date of issue of the
New Ordinary Shares, and will on issue be free of all claims,
liens, charges, encumbrances and equities.
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. Subject,
inter alia, to the passing of the Fundraising Resolutions at the
Annual General Meeting, it is expected that Admission will become
effective in respect of, and that dealings on AIM will commence in,
all of the New Ordinary Shares, on or around 8.00 a.m. on 30
November 2021.
Executive management incentivisation:
Following the annual results released today at 7.00 a.m. and
completion of the Fundraising the Company intends to grant share
options to certain members of the Executive Management team to
ensure that their interests are aligned with the Company's
Shareholders. It is expected that the existing and new options held
after the grant will be as follows:
Tom Oakley: will hold approximately 4% of the enlarged share
capital following the Fundraising
Anesh Patel: will hold approximately 2% of the enlarged share
capital following the Fundraising
It is expected that the vesting criteria of the new options to
be granted to Tom Oakley and Anesh Patel ("New Options") will be
linked to the future share price of the Ordinary Shares and the
Company's revenue and that the exercise price of the New Options
will be based on the prevailing market price around the time of
grant.
As announced on 6 May 2021, Anesh Patel is expected to replace
Lindsay Melvin as Chief Financial Officer and Company Secretary of
the Company in Q4 2021.
Directors' Participation
It is expected that certain Directors in the Company intend to
subscribe for New Ordinary Shares through the Placing and Open
Offer for an aggregate amount of at least approximately GBP30,000.
Further details will be announced as appropriate in due course.
EIS and VCT
On issue, the New Ordinary Shares will not be treated as either
"listed" or "quoted" securities for the purposes of the enterprise
investment scheme (EIS) or the venture capital trust (VCT) regime.
Provided that the Company remains one which does not have any of
its shares quoted on a recognised stock exchange (which for these
purposes does not include AIM), the New Ordinary Shares should
continue to be treated as unquoted securities.
The Company has received EIS advance assurance from HMRC.
Annual General Meeting
The Directors do not currently have authority to allot all the
New Ordinary Shares and, accordingly, the Board is seeking the
approval of Shareholders to allot the New Ordinary Shares at the
Annual General Meeting.
Recommendation
The Directors consider the Proposals to be in the best interests
of the Company and Shareholders as a whole. Accordingly, the
Directors recommend unanimously that Shareholders vote in favour of
the Resolutions to be proposed at the Annual General Meeting, as
they intend to do in respect of their own shareholdings, which
total 14,865,858 Existing Ordinary Shares (representing
approximately 1.39 per cent. of the Existing Ordinary Share
capital).
APPIX II
TERMS AND CONDITIONS OF THE PLACING
INTRODUCTION
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, AND THE INFORMATION IN
IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART TO U.S.
PERSONS (AS DEFINED IN REGULATION S UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (AS AMED) ("SECURITIES ACT") OR, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
IRELAND, THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND ("RESTRICTED
JURISDICTIONS") OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
THE PLACING SHARES THAT ARE THE SUBJECT OF THE PLACING ARE NOT
BEING OFFERED OR SOLD TO ANY PERSON IN THE EUROPEAN ECONOMIC AREA
("EEA") OR THE UK, OTHER THAN TO QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (EU) 2017/1129
("EU PROSPECTUS REGULATION") OR WITHIN THE MEANING OF ARTICLE 2(E)
OF THE PROSPECTUS REGULATION (EU) 2017/1129 AS IT FORMS PART OF THE
LAW OF ENGLAND AND WALES BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("UK PROSPECTUS REGULATION"), WHICH INCLUDES
LEGAL ENTITIES WHICH ARE REGULATED BY THE FCA OR ENTITIES WHICH ARE
NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN
SECURITIES.
MEMBERS OF THE PUBLIC IN THE UK OR ELSEWHERE 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) PERSONS WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU
PROSPECTUS REGULATION ("EU QUALIFIED INVESTORS"); OR (B) PERSONS IN
THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING
OF ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION ("UK QUALIFIED
INVESTORS") WHO ALSO
(I) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 ("FINANCIAL
PROMOTION ORDER"), OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF
THE FINANCIAL PROMOTION ORDER; OR ARE PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED AND (III) ARE A "PROFESSIONAL
CLIENT" OR AN "ELIGIBLE COUNTERPARTY" WITHIN THE MEANING OF CHAPTER
3 OF THE FCA'S CONDUCT OF BUSINESS SOURCEBOOK; OR (C) OTHER PERSONS
TO WHOM IT MAY LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT
(INCLUDING 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 THIS APPIX) AND THE TERMS AND CONDITIONS
SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, 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 SUCH JURISDICTION. THIS ANNOUNCEMENT, INCLUDING THIS APPIX, IS
NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR
SECURITIES IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS, ACCOUNTING AND RELATED ASPECTS OF AN INVESTMENT IN
THE PLACING SHARES. THE PRICE OF THE PLACING SHARES IN THE COMPANY
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.
Placees will be deemed to have read and understood this
announcement and these terms and conditions in their entirety and
to be making any offer to participate in the Placing on these terms
and conditions and to be providing the representations, warranties,
acknowledgements, and undertakings contained in this Appendix. In
particular, each such Placee represents, warrants and acknowledges
that:
1. it is a Relevant Person 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 5(1) of the
UK Prospectus Regulation, (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 EEA or the UK other than EU Qualified Investors under
Article 2(e) the EU Prospectus Regulation, or UK Qualified
Investors or in circumstances in which the prior consent of Panmure
Gordon 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 or the UK other than EU Qualified Investors or UK
Qualified Investors, the offer of those Placing Shares to it is not
treated under the Prospectus Regulation as having been made to such
persons; and/or
3. (i) (1) it is not a U.S. Person, (2) it is not located in the
United States, and (3) it is not acquiring the Placing Shares for
the account or benefit of a U.S. Person; or (ii) it is a dealer or
other professional fiduciary in the United States acting for a
discretionary account (other than an estate or trust) held for the
benefit or account of a non U.S. person in reliance on Regulation
S.
The Company and Panmure Gordon will rely upon the truth and
accuracy of the foregoing representations, acknowledgements and
agreements. Panmure Gordon does not make any representation to any
Placee regarding an investment in the Placing Shares referred to in
this announcement (including this Appendix).
This announcement (including this Appendix) 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 (including
this Appendix) and the information contained herein is not for
publication or distribution, directly or indirectly, to persons in
the United States, the Restricted Jurisdictions or in any
jurisdiction in which such publication or distribution is unlawful.
Persons who come into possession of this announcement 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 under the Placing is being made in the
United Kingdom, the United States or any Restricted
Jurisdiction.
In particular, the Placing Shares referred to in this
announcement have not been and will not be registered under the
Securities Act or under 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, resold, transferred or
delivered, directly or indirectly, in the United States or to, or
for the account or benefit of, U.S. Persons, except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction in the United States, and under circumstances that
would not result in the Company being in violation of the U.S.
Investment Company Act. The Placing Shares are only being offered
and sold outside the United States in offshore transactions to
persons who are not U.S. Persons in accordance with Regulation S
under the Securities Act or within the United States to a limited
number of investors reasonably believed to be "qualified
institutional buyers" ("QIBS") as defined in rule 144a under the US
Securities Act pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the US Securities
Act.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the Placing Shares have
not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of any of the Restricted Jurisdiction. 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 the Restricted
Jurisdiction or any other jurisdiction outside the United
Kingdom.
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. Persons into
whose possession this Appendix or the announcement comes are
required by each of the Company and Panmure Gordon to inform
themselves about, and to observe, any such restrictions.
DETAILS OF THE PLACING
Panmure Gordon has entered into the Placing Agreement with the
Company under which Panmure Gordon has, on the terms and subject to
the conditions set out therein, undertaken to use its reasonable
endeavours to procure, as agent for the Company, subscribers for
the Placing Shares at the Issue Price.
The Placing Agreement contains customary warranties given by the
Company to Panmure Gordon as to matters relating to the Company and
its business and a customary indemnity given by the Company to
Panmure Gordon in respect of liabilities arising out of, or in
connection with, the Placing.
Panmure Gordon (after consultation with the Company) reserves
the right to scale back the number of Placing Shares to be
subscribed by any Placee in the event of applications in excess of
the target amount under the Placing. The Company and Panmure Gordon
also reserve the right not to accept offers to subscribe for
Placing Shares or to accept such offer in part rather than in
whole. Panmure Gordon shall be entitled to effect the Placing by
such method as it shall in its sole discretion determine. To the
fullest extent permissible by law, neither Panmure Gordon nor any
holding company of Panmure Gordon nor any subsidiary branch or
affiliate of Panmure Gordon (each an affiliate) nor any person
acting on behalf of any of the foregoing shall have any liability
to the Placees (or to any other person whether acting on behalf of
a Placee or otherwise). In particular, neither Panmure Gordon, nor
any affiliate thereof nor any person acting on their behalf shall
have any liability to Placees in respect of their conduct of the
Bookbuild or the Placing.
Each Placee's obligations will be owed to the Company and to
Panmure Gordon. Following the confirmation referred to below in the
paragraph entitled "Participation in, and principal terms of, the
Placing", each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to Panmure Gordon, to pay
to Panmure Gordon (or as Panmure Gordon may direct) in cleared
funds an amount equal to the product of the Issue Price and the
number of Placing Shares which such Placees has agreed to
acquire.
Each Placee and any person acting on behalf of such Placee
agrees to indemnify on demand and hold each of Panmure Gordon and
the Company, and their respective affiliates harmless from any
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
acknowledgments, undertakings, representations, warranties and
agreements set forth in these terms and conditions and any contract
note.
The Placing is also conditional upon the Placing Agreement
becoming unconditional and the Placing and Agreement not being
terminated in accordance with its terms. Further details of
conditions in relation to the Placing are set out below in the
paragraph entitled "Conditions of the Placing".
A Placee agrees to become a member of the Company and agrees to
subscribe for those Placing Shares allocated to it by Panmure
Gordon at the Issue Price, conditional on: (i) Admission occurring
and becoming effective by 8.00 a.m. on 30 November 2021 (or, such
later time and/or date, not being later than 8.00 a.m. on 10
December 2021, as the Company and Panmure Gordon may agree); (ii)
the Placing Agreement becoming otherwise unconditional in all
relevant respects and not having been terminated in accordance with
its terms on or before the date of Admission; and (iii) Panmure
Gordon confirming to the Placees their allocation of Placing
Shares.
To the fullest extent permitted by law, each Placee acknowledges
and agrees that it will not be entitled to exercise any remedy of
rescission at any time. This does not affect any other rights the
Placee may have.
APPLICATION FOR ADMISSION TO TRADING
Application will be made to the London Stock Exchange for
Admission. It is expected that settlement of the Placing Shares and
Admission will become effective on or around 8.00 a.m. on 30
November 2021 and that dealings in the Placing Shares will commence
at that time.
PAYMENT FOR SHARES
Each Placee has a separate, irrevocable and binding obligation
to pay the Issue Price in cleared funds for the number of Placing
Shares duly allocated to the Placee under the Placing in the manner
and by the time directed by Panmure Gordon. If any Placee fails to
pay as so directed and/or by the time directed, the relevant
Placee's application for Placing Shares shall at Panmure Gordons'
discretion either be rejected or accepted in which case the
paragraph below entitled "Registration and Settlement" shall apply
to such application.
PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING
Panmure Gordon (whether through itself or any of its affiliates)
is arranging the Placing as placing agent of the Company and using
its reasonable endeavours to procure Placees at the Issue 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 Panmure
Gordon. Panmure Gordon and its affiliates may participate in the
Placing as principal.
By participating in the Placing, Placees will be deemed to have
read and understood this announcement, including this Appendix, in
its entirety and to be participating and making an offer for
Placing Shares on the terms and conditions, and to be providing the
representations, warranties, acknowledgements, agreements and
undertakings contained in this Appendix.
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.
The number of Placing Shares to be issued, and the extent of
each Placee's participation in the Placing (which will not
necessarily be the same for each Placee), will be agreed by Panmure
Gordon, (following consultation with the Company) following
completion of the bookbuilding process in respect of the Placing
(the "Bookbuild"). No element of the Placing will be underwritten.
The aggregate number of Placing Shares will be announced on a
Regulatory Information Service following completion of the
Bookbuild.
A Placee's commitment to acquire a fixed number of Placing
Shares under the Placing will be agreed orally or by email with
Panmure Gordon as agent of the Company. Each Placee's allocation
will be confirmed to Placees orally or by email by Panmure Gordon,
and a form of confirmation will be dispatched as soon as possible
thereafter. The oral or email 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
Panmure Gordon and the Company, under which it agrees to acquire
the number of Placing Shares allocated to it at the Issue Price on
the terms and conditions set out in this Appendix and in accordance
with the articles of incorporation of the Company.
Except as required by law or regulation, no press release or
other announcement will be made by Panmure Gordon 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.
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 on
the basis explained below under the paragraph entitled
"Registration and Settlement".
All obligations under the Placing will be subject to fulfilment
or (where applicable) waiver of, amongst other things, the
conditions referred to below and to the Placing not being
terminated on the basis referred to below.
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.
To the fullest extent permissible by law, none of the Company,
Panmure Gordon or any of its respective affiliates shall have any
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise under these terms and conditions).
In particular, none of the Company, Panmure Gordon or any of its
respective affiliates shall have any liability (including to the
fullest extent permissible by law, any fiduciary duties) in respect
of Panmure Gordons's conduct of the Placing. Each Placee
acknowledges and agrees that the Company is responsible for the
issue of the Placing Shares to the Placees and Panmure Gordon shall
have no liability to the Placees for the failure of the Company to
fulfil those obligations.
CONDITIONS OF THE PLACING
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
Panmure Gordon's obligations under the Placing Agreement in
respect of the Placing Shares are conditional on, inter alia:
1. the Company allotting, subject only to Admission, the Placing
Shares in accordance with the Placing Agreement;
2. Admission becoming effective at or before 8.00 a.m. on 30
November 2021 (or such later date as may be agreed in writing
between the Company and Panmure Gordon);
3. the Company having complied with its obligations under the Placing Agreement; and
4. the passing of the Fundraising Resolutions to be proposed at
the annual general meeting of the
Company to be held on or around 29 November 2021, or any adjournment thereof.
If (a) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or waived by
Panmure Gordon by the respective time or date where specified (or
such later time or date as the Company and Panmure Gordon may agree
not being later than 3.00 p.m. on the "Final Date"; or (b) the
Placing Agreement is terminated as described below, the Placing in
relation to the Placing Shares will lapse and the Placee's 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.
Subject to certain exceptions, Panmure Gordon may, at its
absolute discretion and upon such terms as it thinks fit, waive, or
extend the period (up to the Final Date) 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.
Any such extension or waiver will not affect Placees' commitments
as set out in this announcement.
Neither Panmure Gordon nor the Company 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 Panmure Gordon.
RIGHT TO TERMINATE UNDER THE PLACING AGREEMENT
Panmure Gordon is entitled, at any time before Admission, to
terminate the Placing Agreement by giving notice to the Company in
certain circumstances, including, inter alia:
1. the Company has failed to comply with any of its obligations
under the Placing Agreement which is material in the context of the
Placing and/or Admission; or
2. any of the conditions under the Placing Agreement shall have
become incapable of fulfilment before the Final Date having not
been waived under the Placing Agreement; or
3. any of the warranties given by the Company to Panmure Gordon
under the Placing Agreement not being true or accurate or being
misleading when given or deemed given or repeated or deemed
repeated (by reference to the facts and circumstances in each case
then existing) in a respect which is material in the context of the
Placing and/or Admission; or
4. if, amongst other things, there is a material adverse change
in the financial, political, economic or stock market conditions,
which in the Panmure Gordon's reasonable opinion (acting in good
faith) makes it impractical or inadvisable to proceed with the
Placing; or
5. if it comes to the notice of Panmure Gordon that any
statement contained in the any public announcement made by the
Company through a Regulatory Information Service was or has become
untrue, incorrect or misleading in any respect which Panmure Gordon
considers to be material or that any matter which such party
considers to be material has arisen which would, if the Placing
were made at that time, constitute a material omission
therefrom.
Following Admission, the Placing Agreement is not capable of
termination to the extent that it relates to the Placing of the
Placing Shares.
The rights and obligations of the Placees shall terminate only
in the circumstances described in these terms and conditions and in
the Placing Agreement and will not be subject to termination by the
Placee or any prospective Placee at any time or in any
circumstances. By participating in the Placing, Placees agree that
the exercise by Panmure Gordon of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of Panmure Gordon and that it need not make any
reference to Placees and that it shall have no liability to Placees
whatsoever in connection with any such exercise or decision not to
exercise. Placees will have no rights against Panmure Gordon, the
Company or any of their respective directors or employees under the
Placing Agreement pursuant to the Contracts (Rights of Third
Parties) Act 1999 (as amended).
NO PROSPECTUS
The Placing Shares are being offered to Relevant Persons only
and will not be offered in such a way as to require a prospectus in
the United Kingdom or elsewhere under the Prospectus Regulation
Rules Sourcebook published by the FCA. No offering document or
prospectus has been or will be submitted to be approved by the FCA
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 certain business and
financial information the Company is required to publish in
accordance with the Companies Act 2006, the AIM Rules and the rules
and practices of the FCA (collectively "Exchange Information").
Each Placee, by accepting a participation in the Placing, agrees
that the content of this announcement, including this Appendix, is
exclusively the responsibility of the Company and confirms that it
has not relied on any other information (other than the Exchange
Information), representation, warranty, or statement made by or on
behalf of the Company or Panmure Gordon or any other person and
neither Panmure Gordon nor 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. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
REGISTRATION AND SETTLEMENT
Settlement of transactions in the Placing Shares (ISIN:
GB0003340550 ) following Admission will take place within the
relevant system administered by Euroclear, being CREST provided
that, subject to certain exceptions, Panmure Gordon reserves the
right to require settlement for, and delivery of, the Placing
Shares (or a portion thereof) to Placees by such other means that
they deem 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. Settlement through CREST
of the Placing Shares is expected to take place on 30 November 2021
unless otherwise notified by Panmure Gordon and Admission is
expected to
occur no later than 8.00 a.m. on 30 November 2021 unless otherwise notified by Panmure Gordon.
Following the close of the Bookbuild each Placee allocated
Placing Shares in the Placing will be sent a form of confirmation
stating the number of Placing Shares allocated to it at the Issue
Price, the aggregate amount owed by such Placee to Panmure Gordon
(as agent for the Company) and settlement instructions (including
the trade date which will be 25 November 2021). Each Placee agrees
that it will do all things necessary to ensure that delivery and
payment is completed in accordance with either the CREST or
certificated settlement instructions that it has in place with
Panmure Gordon. Each Placee will also be sent a trade confirmation
on the trade date (referred to above) confirming the details of the
trade (being the acquisition of the relevant number of Placing
Shares).
Admission and settlement may occur at an earlier date.
Settlement will be on a delivery versus payment basis. However, in
the event of any difficulties or delays in the admission of the
Placing Shares to CREST or the use of CREST in relation to the
Placing, the Company and Panmure Gordon may agree that the Placing
Shares should be issued in certificated form. Panmure Gordon
reserve the right to require settlement for the Placing Shares, and
to deliver the Placing Shares to Placees, by such other means as
they deem necessary if delivery or settlement to Placees is not
practicable within the CREST system or would not be consistent with
regulatory requirements in a Placee's jurisdiction.
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 Libor as
determined by Panmure Gordon.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Panmure Gordon may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for Panmure Gordon's account and benefit
(as agent for the Company), an amount equal to the aggregate amount
owed by the Placee plus any interest due. Any excess proceeds will
pass to the relevant Placee at its risk. The relevant Placee will,
however, remain liable and shall indemnify Panmure Gordon 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 Panmure Gordon all such authorities and powers
necessary to carry out any such sale and agrees to ratify and
confirm all actions which Panmure Gordon lawfully takes in
pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the 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. Placees will not be entitled to receive
any fee or commission in connection with the Placing.
REPRESENTATIONS, WARRANTIES AND FURTHER TERMS
By submitting a bid and/or 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 Company and Panmure
Gordon, namely that, each Placee (and any person acting on such
Placee's behalf):
1. represents and warrants that it has read and understood this
announcement, including this Appendix, in its entirety and that its
subscription for and purchase of the Placing Shares is subject to,
and based upon, all the terms, conditions, representations,
warranties, acknowledgements, agreements and undertakings and other
information contained herein and undertakes not to redistribute or
duplicate this announcement (including this Appendix);
2. acknowledges that no offering document or prospectus has been
prepared in connection with the placing of the Placing Shares and
represents and warrants that it has not received and will not
receive a prospectus, admission document or other offering document
in connection therewith;
3. acknowledges that the Ordinary Shares are admitted to trading
on AIM, and the Company is therefore required to publish 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 the Placee is able to obtain or
access such 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;
4. acknowledges that the content of this announcement (including
this Appendix) is exclusively the responsibility of the Company,
and that neither Panmure Gordon, its affiliates or any person
acting on their behalf has or shall have any liability for any
information, representation or statement contained in this
announcement (including this Appendix) or any information
previously or concurrently published by or on behalf of the Company
(including any Exchange Information), and will not be liable for
any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
announcement (including this Appendix) or otherwise. Each Placee
further represents, warrants and agrees that the only information
on which it is entitled to rely and on which such Placee has relied
in committing itself to acquire the Placing Shares is contained in
this announcement (including this Appendix) and any Exchange
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and
that it has neither received nor relied on any other information
given or representations, warranties or statements made by Panmure
Gordon or the Company or any of their respective directors,
officers or employees or any person acting on behalf of any of them
(including with respect to the Company, the Placing, the Placing
Shares or the accuracy, completeness or adequacy of any publicly
available information), or, if received, it has not relied upon any
such information, representations, warranties or statements, and
neither Panmure Gordon nor the Company will be liable for any
Placee's decision to accept an invitation to participate in the
Placing based on any other information, representation, warranty or
statement. Each Placee further acknowledges and agrees that it may
not place the same degree of reliance on this announcement as it
may otherwise place on a prospectus or admission document. Each
Placee further acknowledges and agrees that it has relied solely on
its own investigation of the business, financial or other position
of the Company and the terms of the Placing in deciding to
participate in the Placing and it will not rely on any
investigation that Panmure Gordon, its affiliates or any other
person acting on their behalf has or may have conducted;
5. represents and warrants that it has neither received nor
relied on any confidential price sensitive information concerning
the Company in accepting this invitation to participate in the
Placing;
6. time is of the essence as regards its obligations under this announcement;
7. acknowledges that Panmure Gordon does not have any duties or
responsibilities to it, or its clients, similar or comparable to
the duties of "best execution" and "suitability" imposed by the
Conduct of Business Sourcebook in the FCA's Handbook of Rules and
Guidance and that Panmure Gordon is not acting for it or its
clients and that Panmure Gordon will not be responsible for
providing protections to it or its clients;
8. acknowledges that neither Panmure Gordon, any of its
affiliates or any person acting on behalf of them has or shall have
any liability for any publicly available or filed information
(including any Exchange Information) or any representation relating
to the Company, provided that nothing in this paragraph excludes
the liability of any person for fraudulent misrepresentation made
by that person;
9. that, save in the event of fraud on the part of Panmure
Gordon (and to the extent permitted by the FCA), neither Panmure
Gordon, its respective ultimate holding companies nor any direct or
indirect subsidiary undertakings of such holding companies, nor any
of their respective directors and employees shall be liable to
Placees for any matter arising out of Panmure Gordon's role as
placing agent or otherwise in connection with the Placing and that
where any such liability nevertheless arises as a matter of law,
Placees will immediately waive any claim against any of such
persons which it may have in respect thereof;
10. represents and warrants that a) (i) it is not in the United
States; (ii) it is not a U.S. Person; and (iii) it is not acting
for the account or benefit of a U.S. Person or b) it is a dealer or
other professional fiduciary in the United States acting for a
discretionary account (other than an estate or trust) held for the
benefit or account of a non U.S. Person in reliance on Regulation
S;
11. acknowledges that the Placing Shares are only being offered
and sold outside the United States in offshore transactions to
persons who are not U.S. Persons pursuant to Regulation S under the
Securities Act, and the Placing Shares have not been and will not
be registered under the Securities Act or under any laws of, or
with any securities regulatory authority of, any state or other
jurisdiction of the United States, and agrees not to reoffer,
resell, pledge, transfer or deliver any Placing Shares, directly or
indirectly, in the United States or to, or for the account or
benefit of, U.S. Persons, except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction in the United States;
12. unless otherwise specifically agreed in writing with Panmure
Gordon, represents and warrants that neither it nor the beneficial
owner of such Placing Shares will be a resident of Restricted
Jurisdiction;
13. acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of Restricted
Jurisdiction and, subject to certain exceptions, may not be
offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within those jurisdictions;
14. represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96
of the Finance Act 1986 (depositary receipts and clearance
services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer Placing Shares into a clearance system;
15. represents and warrants that: (i) it has complied with and
will continue to comply with its obligations under the Market Abuse
Regulation (EU) No. 596/2014 as it forms part of the law of England
and Wales by virtue of the European Union (Withdrawal) Act 2018
("EUWA"), Criminal Justice Act 1993 and Part VIII of the Financial
Services and Markets Act 2000, as amended ("FSMA") and other
applicable law; (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, the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer) 2017
Regulations, and any other applicable law (where all such
legislation listed under this (ii) shall together be referred to as
the "AML Legislation"); and (iii) it is not a person: (1) 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; (2) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (3) subject to financial sanctions imposed
pursuant to a regulation of the EU 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 pursuant to AML
Legislation 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
Panmure Gordon or the Company such evidence, if any, as to the
identity or location or legal status of any person (including in
relation to the beneficial ownership of any underlying investor)
which Panmure Gordon or the Company 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 or any
other information as may be required to comply with legal or
regulatory requirements (including in particular under the AML
Legislation)) in the form and manner requested by Panmure Gordon or
the Company on the basis that any failure by it to do so may result
in the number of Placing Shares that are to be purchased by it or
at its direction pursuant to the Placing being reduced to such
number, or to nil, as Panmure Gordon may decide at its sole
discretion;
16. if a financial intermediary, as that term is used in Article
5(1) of the UK Prospectus Regulation, represents and warrants that
the Placing Shares purchased by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in a
Member State of the EEA or the UK other than EU Qualified Investors
or UK Qualified Investors respectively, or in circumstances in
which the prior consent of Panmure Gordon has been given to the
offer or resale;
17. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the EEA or
the UK prior to Admission except to persons whose ordinary
activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
any Member State of the EEA or the UK within the meaning of the EU
Prospectus Regulation or UK Prospectus Regulation respectively;
18. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an
authorised person;
19. represents and warrants that it has complied and will comply
with all applicable provisions of the FSMA and the Financial
Services Act 2012 with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving, the United
Kingdom;
20. if in the United Kingdom, represents and warrants that it is
a UK Qualified Investor who: (i) falls with Articles 49(2)(A) to
(D) or 19(5) of the Financial Promotion Order or (ii) it is a
person to whom the Placing Shares may otherwise be lawfully offered
under the Financial Promotion Order or, if it is receiving the
offer in circumstances under which the laws or regulations of a
jurisdiction other than the United Kingdom would apply, it is a
person to whom the Placing Shares may be lawfully offered under
that other jurisdiction's laws and regulations; and (iii) is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business
Sourcebook;
21. represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of
all relevant jurisdictions and that it has all necessary capacity
and has obtained all necessary consents and authorities and taken
any other necessary actions to enable it to commit to this
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
announcement (including this Appendix)) and will honour such
obligations;
22. where it is acquiring Placing Shares for one or more managed
accounts, represents and warrants that it is authorised in writing
by each managed account: (i) to acquire the Placing Shares for each
managed account; (ii) to make on its behalf the representations,
warranties, acknowledgements, undertakings and agreements in this
Appendix and the announcement of which it forms part; and (iii) to
receive on its behalf any investment letter relating to the Placing
in the form provided to it by Panmure Gordon;
23. undertakes that it (and any person acting on its behalf)
will make payment for the Placing Shares allocated to it in
accordance with this announcement (including this Appendix) on the
due time and date set out herein, failing which the relevant
Placing Shares may be placed with other subscribers or sold as
Panmure Gordon may in its sole discretion determine and without
liability to such Placee and it will remain liable and will
indemnify Panmure Gordon on demand for any shortfall below the net
proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear the liability for any stamp duty
or stamp duty reserve tax or security transfer tax (together with
any interest or penalties due pursuant to or referred to in these
terms and conditions) which may arise upon the placing or sale of
such Placee's Placing Shares on its behalf;
24. acknowledges that neither Panmure Gordon, nor any of its
affiliates, or any person acting on behalf of any of them, is
making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the
basis that it is not and will not be treated for these purposes as
a client of Panmure Gordon and that Panmure Gordon does not have
any duties or responsibilities to it for providing the protections
afforded to their respective clients or customers or for providing
advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of their rights and obligations thereunder, including any rights to
waive or vary any conditions or exercise any termination right;
25. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself; or
(ii) its nominee, as the case may be. Neither Panmure Gordon nor
the Company will be responsible for any liability to stamp duty or
stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing and it agrees to
indemnify the Company and Panmure Gordon in respect of the same on
the basis that the Placing Shares will be issued to the CREST stock
account of Panmure Gordon who will hold them as nominee on behalf
of such Placee until settlement in accordance with its standing
settlement instructions;
26. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions and any non-contractual obligations arising out of or in
connection with such agreement shall be governed by and construed
in accordance with the laws of England 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 (including non-contractual matters)
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 Panmure Gordon in any jurisdiction in
which the relevant Placee is incorporated or in which any of its
securities have a quotation on a recognised stock exchange;
27. agrees that the Company, Panmure Gordon and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to Panmure Gordon on its own behalf
and on behalf of the Company and are irrevocable and are
irrevocably authorised to produce this announcement or a copy
thereof to any interested party in any administrative or legal
proceeding or official inquiry with respect to the matters covered
hereby;
28. agrees to indemnify on an after-tax basis and hold the
Company, Panmure Gordon and its 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 that the
provisions of this Appendix shall survive after completion of the
Placing and, further agrees if any of the foregoing is or becomes
no longer true or accurate, the Placee shall promptly notify the
Company and Panmure Gordon;
29. acknowledges that no action has been or will be taken by any
of the Company, Panmure Gordon or any person acting on behalf of
the Company or Panmure Gordon that would, or is intended to, permit
a public offer of the Placing Shares in any country or jurisdiction
where any such action for that purpose is required;
30. acknowledges that it is an institution that has knowledge
and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
subscribing for the Placing Shares. It further acknowledges that it
is experienced in investing in securities of this nature and in
this sector 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. It has relied upon its own examination
and due diligence of the Company and its associates taken as a
whole, and the terms of the Placing, including the merits and risks
involved;
31. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein will continue, notwithstanding
any amendment that may in the 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;
32. acknowledges that Panmure Gordon or any of its affiliates
acting as an investor for its own account may take up shares in the
Company and in that capacity may retain, purchase or sell for its
own account such shares and may offer or sell such shares other
than in connection with the Placing;
33. represents and warrants that, if it is a pension fund or
investment company, its purchase of Placing Shares is in full
compliance with all applicable laws and regulation; and
34. to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the announcement, including
this Appendix.
The representations, warranties, acknowledgments and
undertakings contained in this Appendix are given to Panmure Gordon
and the Company and are irrevocable and shall not be capable of
termination in any circumstances.
The agreement to settle a Placee's subscription (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 nor
Panmure Gordon 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, 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 Panmure
Gordon in the event that any of the Company and/or Panmure Gordon
has 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 Panmure Gordon 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 by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Panmure Gordon does not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Panmure Gordon 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.
When a Placee or person acting on behalf of the Placee is
dealing with Panmure Gordon, any money held in an account with
Panmure Gordon on behalf of the Placee and/or any person acting on
behalf of the Placee will not be treated as client money within the
meaning of the rules and regulations of the FCA made under the
FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a
consequence, this money will not be segregated from Panmure
Gordon's money in accordance with the client money rules and will
be used by Panmure Gordon in the course of its own business and the
Placee will rank only as a general creditor of Panmure Gordon.
All times and dates in this announcement (including this
Appendix) may be subject to amendment, and Placees' commitments,
representations and warranties are not conditional on any of the
expected times and dates in this announcement (including this
Appendix) being achieved. Panmure Gordon shall notify the Placees
and any person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an appropriately qualified
independent financial adviser.
Panmure Gordon is entitled, at its discretion and out of its own
resources, at any time to rebate to some or all of its investors,
or to other parties, part or all of its fees relating to the
Placing.
MISCELLANEOUS
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, each as they form
part of the law of England and Wales by virtue of EUWA (together,
the "Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the 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 retail investors and investors who meet the
criteria of professional clients and 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,
Placees 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 Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Panmure Gordon will only procure
investors who meet the criteria of professional clients and
eligible counterparties. 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 Company 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.
The content of this announcement has been issued by, and is the
sole responsibility of, Feedback plc.
The information contained in this announcement is given at the
date of its publication (unless otherwise marked) and is subject to
updating, revision and amendment from time to time. Neither the
content of the Company's website nor any website accessible by
hyperlinks to the Company's website is incorporated in, or forms
part of, this announcement.
Certain statements in this announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
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.
Panmure Gordon (UK) Limited ("Panmure Gordon"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as nominated adviser and broker to the Company in connection
with the Placing and Admission and to no-one else and will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients, nor for providing advice in
relation to the Placing or Admission or any other matter referred
to in this Announcement. Panmure Gordon's responsibilities as the
Company's nominated adviser under the AIM Rules for Nominated
Advisers are owed solely to London Stock Exchange plc and are not
owed to the Company or to any director of the Company or to any
other person in respect of any decision to acquire shares in the
Company in reliance on any part of this announcement.
Neither Panmure Gordon or any of its directors, officers,
employees, advisers, affiliates or agents, accepts any
responsibility or liability whatsoever for or makes any
representation or warranty, express or implied, as to this
announcement, including the truth, accuracy or completeness of the
information in this announcement (or whether any information has
been omitted from the announcement) or for any loss howsoever
arising from any use of the announcement or its contents. Panmure
Gordon and its directors, officers, employees, advisers, affiliates
or agents, accordingly disclaim all and any liability whether
arising in tort, contract or otherwise which they might otherwise
have in respect of this announcement or its contents or otherwise
arising in connection therewith.
Data Protection
The processing of a Placee's personal data by the Company will
be carried out in compliance with the applicable data protection
legislation and with its Privacy Notice, a copy of which can be
found on the Company's website
https://fbkmed.com/privacy-policy/.
Each Placee acknowledges that it has read and understood the
processing activities carried out by the Company as informed in the
referred Privacy Notice.
APPIX III
DEFINITIONS
The following definitions apply throughout this announcement
unless the context otherwise requires:
"Act" the Companies Act 2006 (as amended);
"Admission" admission of the New Ordinary Shares to trading
on AIM becoming effective in accordance with
the AIM Rules for Companies;
"AIM" the market of that name operated by the London
Stock Exchange;
"AIM Rules for Companies" the AIM Rules for Companies, as published and
amended from time to time by the London Stock
Exchange;
"Annual General Meeting" the Annual General Meeting of the Company convened
or for 11.00 a.m. on 29 November 2021 or any adjournment
"A GM" thereof;
"Application Form" the application form to be enclosed within the
Circular on which Qualifying Non-CREST Shareholders
may apply for Open Offer Shares under the Open
Offer;
"Board" or "Directors" the directors of the Company as at the date
of this announcement;
"certificated" or where an Ordinary Share is not in uncertificated
"in certificated form" form (namely not in
CREST);
"Circular" the Circular to be published by the Company
on or about 3 November 2021 setting out details
of the Placing and Open Offer and containing
the Notice of the Annual General Meeting;
"Company" or "Feedback" Feedback plc, a company registered in England
and Wales with registered number 00598696;
"CREST" the relevant system (as defined in the CREST
regulations) for the paperless settlement of
trades and the holding of uncertificated securities
operated by Euroclear UK & International Limited
in accordance with the CREST Regulations;
"CREST member" a person who has been admitted to CREST as a
system-member (as defined in the CREST Regulations);
" CREST Regulations the Uncertificated Securities Regulations 2001
" (SI 2001/3755) including any enactment or subordinate
legislation which amends or supersedes those
regulations and any applicable rules made under
those regulations or any such enactment or subordinate
legislation for the time being in force;
"EIS" Enterprise Investment Scheme under the provisions
of Part 5 of the UK Income Tax Act 2007 (as
amended);
"Enlarged Share Capital" the entire issued share capital of the Company
on Admission following completion of the Fundraising;
"Euroclear" Euroclear UK & International Limited;
"Excess Application the arrangement pursuant to which Qualifying
Facility" Shareholders may apply for additional Open Offer
Shares in excess of their Open Offer Entitlement
in accordance with the terms and conditions
of the Open Offer;
"Excess CREST Open in respect of each Qualifying CREST Shareholder,
Offer their entitlement (in addition to their Open
Entitlement " 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;
"Excess Shares" Ordinary Shares applied for by Qualifying Shareholders
under the Excess Application Facility;
"Ex-entitlement Date" the date on which the Existing Ordinary Shares
are marked "ex" for entitlement under the Open
Offer, being 3 November 2021;
"Existing Ordinary the 1,066,931,686 Ordinary Shares in issue as
Shares" at the date of this announcement;
"FCA" the Financial Conduct Authority of the United
Kingdom;
"Form of Proxy" the form of proxy for use by Shareholders in
relation to the Annual General Meeting;
"FSMA" the Financial Services and Markets Act 2000
(as amended);
"Fundraising" the Placing and the Open Offer;
"Fundraising Resolutions" the Resolutions relating only to the Fundraising,
being Resolutions 1 and 2, as set out in the
Notice of Annual General Meeting;
"Issue Price" 0.7 pence per New Ordinary Share;
"London Stock Exchange London Stock Exchange plc;
"
"New Ordinary Shares" together, the Placing Shares and the Open Offer
Shares;
"Open Offer Shares" 71,428,571 new Ordinary Shares being made available
to Qualifying Shareholders pursuant to the Open
Offer;
"Open Offer" the conditional invitation made to Qualifying
Shareholders to apply to subscribe for Open
Offer Shares at the Issue Price on the terms
and subject to the conditions set out in Part
III of the Circular and, where relevant, in
the Application Form;
"Open Offer Entitlement" the pro rata entitlement of a Qualifying Shareholder,
pursuant to the Open Offer, to subscribe for
1 Open Offer Shares for every 15 Existing Ordinary
Shares registered in their name as at the Record
Date;
"Ordinary Shares" the ordinary shares of 0.25 pence each in the
capital of the Company in issue from time to
time and having the rights and being subject
to the restrictions contained in the articles
of association;
"Overseas Shareholder" a Shareholder with a registered address outside
the United Kingdom or who are citizens or residents
of, or incorporated in countries outside of
the United Kingdom;
"Panmure Gordon" Panmure Gordon (UK) Limited;
"Placees" persons who have agreed to subscribe for the
Placing Shares under the Placing;
"Placing Agreement" the conditional placing agreement entered into
between the Company and Panmure Gordon in respect
of the Placing, dated 2 November 2021;
"Placing" the conditional placing by Panmure Gordon (as
agent for the Company) of the Placing Shares
with certain institutional investors and existing
Shareholders, otherwise than on a pre-emptive
basis, at the Issue Price on the terms of the
Placing Agreement;
"Placing Shares" a minimum of 1,428,571,429 new Ordinary Shares
which are to be issued under the Placing;
"Prospectus Regulation" EU Prospectus Regulation 2017/1129;
"Qualifying CREST Qualifying Shareholders holding Existing Ordinary
Shareholders " Shares in a CREST account;
"Qualifying Non-CREST Qualifying Shareholders holding Existing Ordinary
Shareholders " Shares 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
of America or any other Restricted Jurisdiction);
"Record Date" 6.00 p.m. on 29 October 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;
"Regulatory Information has the meaning given to it in the AIM Rules;
Service"
"Resolutions" the resolutions to be proposed at the Annual
General Meeting, including the Fundraising Resolutions,
the full text of which are set out in the Notice
of Annual General Meeting;
"Restricted Jurisdiction" United States of America, Canada, Australia,
Japan, New Zealand and the Republic of South
Africa and any other jurisdiction where the
extension or availability of the Fundraising
would breach any applicable law;
"Securities Act" US Securities Act of 1933 (as amended);
"Shareholders" the holders of Existing Ordinary Shares, and
the term "Shareholder" shall be construed accordingly;
"stock account" an account within a member account in CREST
to which a holding of a particular share or
other security in CREST is credited;
"TB screening" or Pilot study in India involving screening tuberculosis
"Tuberculosis screening" patients;
"uncertificated" or means recorded on the relevant register or other
"uncertificated form" record of the share or other security concerned
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 the United Kingdom of Great Britain and Northern
"UK" Ireland;
"GBP" or "Pounds" UK pounds sterling, being the lawful currency
of the United Kingdom.
APPENDIX IV
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for entitlements under the Open 6.00 p.m. on 29 October
Offer 2021
Announcement of the Fundraising 7.00 a.m. on 2 November
2021
Publication and posting of the Circular, the 3 November 2021
Form of Proxy and (to Qualifying Non-CREST
Shareholders only) the Application Form
Ex-entitlement Date for the Open Offer 8.00 a.m. on 3 November
2021
Open Offer Entitlements and Excess CREST Open As soon as practical
Offer Entitlements credited to stock accounts after 8.00 a.m. on 4
of Qualifying CREST Shareholders in November 2021
CREST
Latest recommended time and date for requesting 4.30 p.m. on 22 November
withdrawal of Open Offer Entitlements and 2021
Excess CREST Open Offer Entitlements from
CREST
Latest time and date for depositing Open Offer 3.00 p.m. on 23 November
Entitlements and 2021
Excess CREST Open Offer Entitlements into
CREST
Latest time and date for splitting Application 3.00 p.m. on 24 November
Forms (to satisfy bona fide market claims 2021
only)
Latest time and date for receipt of completed 11.00 a.m. on 25 November
Forms of Proxy and receipt of electronic proxy 2021
appointments via the CREST system
Latest time and date for receipt of the completed 11.00 a.m. on 26 November
Application Form and appropriate payment in 2021
respect of Open Offer Shares or settlement
of relevant CREST instruction
Annual General Meeting 11.00 a.m. on 29 November
2021
Announcement of result of Annual General Meeting 29 November 2021
and Open Offer
Admission and commencement of dealings in 8.00 a.m. on 30 November
the New Ordinary 2021
Shares on AIM
CREST members' accounts credited in respect from 8.00 a.m. on 30
of New Ordinary Shares in uncertificated form November 2021
Despatch of definitive share certificates by 13 December 2021
for New Ordinary Shares in certificated form
(1) References to are to London time (unless otherwise stated).
(2) The dates and timing of the events in the above timetable
and in the rest of the Circular are indicative only and may be
subject to change.
(3) If any of the above times or dates should change, the
revised times and/or dates will be notified by an announcement
through a Regulatory Information Service.
This information is provided by RNS, the news service of the
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RNS may use your IP address to confirm compliance with the terms
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END
IOEFSDEEFEFSEIF
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